Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume and shall not be liable or responsible for any Liability of Seller, irrespective of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to: (a) Any assets, properties or Contracts that are not included in the Purchased Assets; (b) Any breaches of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunder.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer SEARHC shall not assume or become liable for or obligated in any way with respect to, and the City shall not be retain and remain solely liable or responsible for any Liability obligation to pay, perform, and discharge, all Liabilities of Sellerthe City, irrespective regardless of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or after the Closing Date when asserted (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable toincluding: (a) Any assetsLiabilities of the City or the Hospital arising under (i) the Assumed Contracts (to the extent arising on or before the Effective Time) and (ii) the Excluded Contracts; for the avoidance of doubt, properties or Contracts that all Liabilities associated with the Cerner System are not included in the Purchased AssetsExcluded Liabilities; (b) Any breaches Liabilities of any Seller Contract on the City or prior the Hospital arising from or relating to the Closing Date or any payments or amounts due or Real Property, other obligations under any Seller Contract on or prior to than the Closing DateReal Property Leases; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon Any Liabilities of the Purchased Assets City or the Business which are allocable Hospital by reason of any failure to comply with the Pre-Closing Periodrules and regulations of any Government Reimbursement Program; (d) Any loans, other indebtedness, Liabilities of the City or accounts payablethe Hospital arising out of or relating to any violation of applicable Law; (e) Accidents, misconduct, negligence, any Liabilities of the City or breach the Hospital arising out of fiduciary duty occurring on or prior relating to any Employee Benefit Plan of any nature whatsoever maintained or contributed to by the Closing DateCity or the Hospital or each of their respective Affiliates for the benefit of its or their employees (including under the PERS Plans); (f) Any legal proceeding initiated at any time, to Liabilities of the extent related to City or the Hospital for any action present (i.e. on the Execution Date or omission on or prior to the Closing Date) or former employees, includingretirees, without limitation, any Liability for: (i) infringement independent contractors or misappropriation consultants of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets City or the Seller Products; Hospital, including any Liabilities associated with any claims for wages, compensation or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salaryother benefits, bonuses, commissions, overtimepaid time off, deferred workers’ compensation, accrued severance, retention, termination, damages, statutory penalties, attorneys’ fees and unused paid vacation and other paid leavecosts, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) payments, to the extent arising out of or relating to the employment, retention or termination of employment or services of such Persons (including any Contractor prior to Liabilities associated with the Closing Date in accordance with this Agreement City’s or in connection with this Transaction; (hthe Hospital’s use, or provision of, contract labor) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any other facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous SubstancesEffective Time; (g) Liabilities for Taxes, including, without limitation, including (i) any management, disposal or arranging for disposal Taxes arising as a result of Hazardous Substances in connection with the operation of the Business or the Purchased ownership of the Acquired Assets or Assumed the Hospital prior to the Effective Time; (ii) any Taxes that may arise as a result of the transfer and conveyance of the Acquired Assets pursuant to this Agreement; and (iii) any deferred Taxes of any nature; (h) Both (i) Agency Settlements, and (ii) Liabilities to Government Reimbursement Programs for overpayments and other financial obligations arising from adjustments or activities reductions in reimbursement attributable to events, transactions, circumstances or operations conditions occurring or conducted in connection existing (whether known or unknown) prior to the Effective Time (“Settlement Payments”). For the avoidance of doubt, the Parties acknowledge that SEARHC does not assume any Liabilities associated with any predecessor operations of Settlement Payments or Agency Settlements; (i) Any accounts payable with respect to the Business or otherwise; provided that parties acknowledge and agree that the Hospital, whether or not reflected on the City’s or the Hospital’s books, as of the Closing Date Buyer will acquire and be responsible or arising thereafter from the operation of the Business or the Hospital prior to the Effective Time (“Accounts Payable”); (j) With respect to any retrospective settlement of any cost report for disposal an amount less than such original cost report relating to a period ending prior to the Effective Time, all obligations of those Purchased Assets set forth in Schedule 1.4(j)the City or the Hospital now existing or which may hereafter exist with respect to any payment or reimbursement owed by the City or the Hospital to any Government Reimbursement Program or other payor which is attributable to any period of time ending on or prior to the Effective Time; (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting feesThe aggregate Excess PTO Liability; (l) Any Liability arising out of transactions, commitments, infringements, acts The City’s or omissions not in the Ordinary Course of Business;Hospital’s expenses relating to this Agreement; and (m) Any Legal Requirement applicable to SellerAll professional liability claims or other claims for acts or omissions of the City, the Purchased Assets Hospital, its employees or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereundercontractors.

Excluded Liabilities. Except for Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities, Buyer shall Liabilities and is not assume and shall not be liable assuming any other liability or responsible for any Liability obligation of Seller, irrespective of whether such Liability existed Seller (or related any predecessor owner of all or part of its business and assets) of whatever nature whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, as the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer Seller will pay all such Excluded Liabilities as they become due. Notwithstanding anything to the contrary in this Section 2.04, none of the following shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable toAssumed Liabilities for the purposes of this Agreement: (a) Any assets, properties liability or Contracts that are not included in obligation for Tax arising from or with respect to the Purchased AssetsAssets or the operations of the Business which is incurred in or attributable to the Pre-Closing Tax Period; (b) Any breaches of liability or obligation for any Seller Contract on or prior to the Closing Date or any payments or amounts due accounts payable or other obligations under any Seller Contract accruals arising on or prior to the Closing Date; (c) Taxes attributable Any liability or obligation under the Contracts that arises after the Closing Date but that arises out of or relates to any default, breach, violation or imposed upon Seller, failure to perform or attributable to comply with the terms thereof that occurred on or imposed upon before the Purchased Assets or the Business which are allocable to the Pre-Closing PeriodDate; (d) Any loans, other indebtedness, liability or accounts payableobligation under any Contract listed on Schedule 2.04(c) (the “Excluded Contracts”) whether arising before or after the Closing Date; (e) AccidentsAny liability or obligation, misconductincluding warranty obligations, negligencearising out of or related to any products or services, manufactured, distributed or breach sold in connection with the Business (including by any predecessor of fiduciary duty occurring Seller) on or prior to the Closing Date; (f) Any legal proceeding initiated at any timeliability or obligation relating to employees of, to or independent contractors or consultants to, the extent related to any action or omission Business for all periods ending on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement workers’ compensation claims, disability and occupational diseases in each case without regard to whether such injuries, claims, conditions, events and occurrences are known or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller otherwise manifest on or prior to the Closing Date or and any bonuses (ii) including, without limitation, a pro rata portion of any factsbonus paid by Buyer to any Transferred Employee in respect of any period, circumstances or conditions existing a portion of which includes the period on or prior to the Closing Date relating Date), vacation pay, or severance or retention obligations to Hazardous Substancessuch employees, including, without limitation, any management, disposal whether or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities accrued on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title books and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributorsrecords; and (sg) Any costs liability or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderobligation relating to an Excluded Asset.

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer Entities shall not assume and under no circumstances shall not the Buyer Entities be obligated to pay or assume, and none of the assets of the Buyer Entities shall be or become liable for or responsible for subject to any Liability liability, indebtedness, commitment, or obligation of Sellerthe Seller Entities, irrespective of whether such Liability existed (known or related to Seller’s action unknown, fixed or inaction) prior tocontingent, on recorded or after the Closing Date unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to: (a) Any assets, properties or Contracts that are not included in the Purchased Assets; (b) Any breaches of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, the following Excluded Liabilities: (a) any Liability for: (i) infringement debt, obligation, expense or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirementsliability that is not an Assumed Liability; (gb) Any and all payments, Liabilities, obligations and responsibilities claims or potential claims for medical malpractice or general liability relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements acts or omissions asserted to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor have occurred prior to the Closing Date in accordance with this Agreement or in connection with this TransactionEffective Time; (hc) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through those claims and including the Closing Dateobligations (if any) specified in Schedule 1.4 hereto; (id) Seller’s performance any liabilities or obligations associated with or arising out of this Agreement and any of the TransactionExcluded Assets; (je) Any Environmental Law, which Liability relates to or arises out liabilities and obligations of (i) any acts or omissions the Seller Entities in respect of Seller on or periods prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to Effective Time arising under the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations terms of the Business Medicare, Medicaid, CHAMPUS/TRICARE, Blue Cross, or otherwise; provided that parties acknowledge and agree that other third-party payor programs, as of well as under the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction DocumentsCoronavirus Aid, preparation or delivery of materials or information requested by BuyerRelief, and the consummation of the TransactionEconomic Security Act (Pub. L. 116-136), including, without limitation, all broker, counsel and accounting fees; as amended (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior AgreementsCARES Act”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, in respect of any cost report, any audit under the hiringMedicare RAC program or any noncompliance with applicable law or contractual obligations related to the billing or collection of services, engagement CARES Act funding and termination any liability arising pursuant to the Medicare, Medicaid, CHAMPUS/TRICARE, Blue Cross, or any other third-party payor programs as a result of its Contractorsthe consummation of any of the transactions contemplated under this Agreement; (rf) Any Liability for credit balancesfederal, credit memos state or local tax liabilities or obligations of the Seller Entities in respect of periods prior to the Effective Time or resulting from the consummation of the transactions contemplated herein including, without limitation, any income tax, any franchise tax, any tax recapture, any sales and/or use tax, and any FICA, FUTA, workers’ compensation, and any and all other taxes or amounts due and payable as a result of the exercise by the employees at the Facilities of such employees’ right to customersvacation, supplierssick leave, dealers and distributorsholiday benefits accrued while in the employ of the Seller Entities (provided, however, that this clause (f) shall not apply to any and all taxes payable with respect to any employee benefits constituting Assumed Liabilities under Section 1.3(c) hereof); (g) liability for any and all claims by or on behalf of the Seller Entities’ employees relating to periods prior to the Effective Time including, without limitation, liability for any compensation-related payments, pension, profit sharing, deferred compensation, equity or equity-related compensation, incentive compensation, fringe benefit, tuition reimbursement, severance, termination pay, change in control or retention payments, bonuses or any other employee benefit plan of whatever kind or nature or any employee health and welfare benefit plans, liability for any EEOC claim, ADA claim, FMLA claim, wage and hour claim, unemployment compensation claim, or workers’ compensation claim, and any liabilities or obligations to former employees of the Seller Entities under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (provided, however, that this clause (g) shall not apply to any and all employee benefits constituting Assumed Liabilities under Section 1.3(c) hereof); (h) any obligation or liability accruing, arising out of, or relating to any federal, state or local investigations of, or claims or actions against, the Seller Entities or any of their Affiliates or any of their employees, medical staff, agents, vendors or representatives with respect to acts or omissions prior to the Effective Time; (i) any civil or criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of the Seller Entities, their Affiliates or, to the extent related to their services to the Seller Entities, their directors, officers, employees and agents claimed to violate any constitutional provision, statute, ordinance or other law, rule, regulation or order of any governmental entity; (j) liabilities or obligations arising out of any breach by the Seller Entities prior to the Effective Time of any Contract; (k) liabilities or obligations arising as a result of any breach by the Seller Entities at any time of any contract or commitment that is not expressly assumed by the Buyer Entities in this Agreement; (l) any debt, obligation, expense, or liability of the Seller Entities arising out of or incurred solely as a result of any transaction of the Seller Entities occurring after the Effective Time; (m) any liability of the Seller Entities relating to violations of law, including but not limited to violations of federal or state laws regulating fraud such as the federal Anti-Kickback Law (42 U.S.C. § 1320(a)-7(b) et seq.) (the “Anti-Kickback Law”), the Ethics in Patient Referrals Act (42 U.S.C. § 1395mm et seq.) (the “▇▇▇▇▇ Law”), and the False Claims Act (31 U.S.C. § 3729 et seq.) (the “False Claims Act”); and (sn) Any costs all liabilities and obligations relating to any oral agreements, oral contracts or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated oral understandings with any Seller Contracts referral sources including, but not limited to, physicians, unless reduced to writing, identified in Schedule 1.1(g) hereto, and expressly assumed by Buyer hereunderas part of the Contracts.

Excluded Liabilities. Except for the Assumed Liabilities, the Buyer Entities shall not assume and under no circumstances shall not the Buyer Entities be obligated to pay or assume, and none of the assets of the Buyer Entities shall be or become liable for or responsible for subject to any Liability liability, indebtedness, commitment, or obligation of Sellerthe Seller Entities, irrespective of whether such Liability existed (known or related to Seller’s action unknown, fixed or inaction) prior tocontingent, on recorded or after the Closing Date unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to: (a) Any assets, properties or Contracts that are not included in the Purchased Assets; (b) Any breaches of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, the following Excluded Liabilities: (a) any Liability for: (i) infringement or misappropriation liabilities of Intellectual Property Rights; (ii) injurySeller, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect toEntities, or that would be payable to (whether their Affiliates arising or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or incurred in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through the negotiation, preparation, investigation and including the Closing Date; (i) Seller’s performance of this Agreement Agreement, the ancillary documents hereto and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substancestransactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (b) any managementdebt, disposal obligation, expense or arranging liability that is not an Assumed Liability; (c) claims or potential claims for disposal medical malpractice or general liability relating to acts or omissions asserted to have occurred prior to the Effective Time; (d) those claims and obligations (if any) specified in Schedule 1.4 hereto; (e) any liabilities or obligations associated with or arising out of Hazardous Substances any of the Excluded Assets; (f) liabilities and obligations of the Seller Entities or their Affiliates in respect of periods prior to the Effective Time arising under the terms of the Medicare, Medicaid, CHAMPUS/TRICARE, Blue Cross, or other third party payor programs, including without limitation, any amounts associated with (i) RAC Audits, PI audits, or third party payor audits, whether routine or not, and whether discovered by external or internal audit; (ii) failure to comply with third-party payor program rules, regulations, and requirements; (iii) reimbursement obligations related to cost reports; (iv) liabilities relating to surveys by accreditation organizations or governmental authorities which occurred prior to the Effective Time; and (v) any liability arising pursuant to the Medicare, Medicaid, CHAMPUS/TRICARE, Blue Cross, or any other third party payor programs as a result of the consummation of any of the transactions contemplated under this Agreement (provided that, for the avoidance of doubt, any liabilities arising under Medicare prior to the Effective Time shall be assumed by the Buyer Entities for purposes of demonstrating acceptance of assignment of the Medicare Provider Agreements in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with Medicare Change of Ownership (CHOW) process, but any predecessor operations such liabilities shall nevertheless be considered “Excluded Liabilities” for purposes of the Business or otherwise; provided that parties acknowledge and agree that as indemnification of the Closing Date Buyer will acquire and be responsible for disposal by Seller pursuant to Section 11.2 of those Purchased Assets set forth in Schedule 1.4(jthis Agreement); (kg) Any Liability for expenses liabilities and fees incurred by obligations of the Seller incidental Entities or any of their Affiliates arising out of a breach of protected health information under HIPAA occurring prior to the preparation Effective Time; (h) federal, state or local tax liabilities or obligations (i) of the Transaction Documents, preparation Seller Entities or delivery otherwise associated with the Assets in respect of materials periods prior to the Effective Time or information requested by Buyer, and (ii) resulting from the consummation of the Transaction, transactions contemplated herein including, without limitation, any income tax, any franchise tax, any tax recapture, any sales and/or use tax, and any FICA, FUTA, workers’ compensation, and any and all brokerother taxes or amounts due and payable as a result of the exercise by the employees at the Facilities of such employees’ right to Paid Time Off (PTO), counsel Extended Illness Benefits (EIB) or any other vacation, sick leave, and accounting feesholiday benefits accrued while in the employ of the Seller Entities (provided, however, that this clause (h) shall not apply to any and all taxes payable with respect to any employee benefits constituting Assumed Liabilities under Section 1.3(c) hereof); (li) Any Liability arising out liability for any and all claims by or on behalf of transactionsthe Seller Entities’ current or former employees, commitmentsregardless of when earned, infringementsaccrued or payable, acts relating in whole or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable part to Seller, the Purchased Assets or the Assumed Liabilities on or periods prior to the Closing Date Effective Time or any Liability for a violation the termination of such a Legal Requirement; (n) Any Liability employees by the Seller Entities pursuant to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined belowSection 10.10(a), including, without limitation, liability for any compensation-related payments, pension, profit sharing, deferred compensation, equity or equity-related compensation, incentive compensation, fringe benefit, tuition reimbursement, severance, termination pay, EIB, change in control or retention payments, bonuses or any other employee benefit plan of whatever kind or nature or any employee health and welfare benefit plans, liability for any EEOC claim, ADA claim, FMLA claim, wage and hour claim, unemployment compensation claim, or workers’ compensation claim, and any liabilities or obligations to all M&A Qualified Beneficiaries (as defined by Treas. Reg. § 54.4980B-9) under the hiringConsolidated Omnibus Budget Reconciliation Act of 1985, engagement as amended, and termination of its Contractorsany regulations promulgated thereunder (provided, however, that this clause (i) shall not apply to any and all employee benefits constituting Assumed Liabilities under Section 1.3(c) hereof); (rj) Any Liability for credit balancesany obligation or liability accruing, credit memos and all other amounts due arising out of, or relating to customersany federal, suppliersstate or local investigations of, dealers and distributors; andor claims or actions against, the Seller Entities or any of their Affiliates or any of their employees, medical staff, agents, vendors or representatives with respect to acts or omissions prior to the Effective Time; (sk) Any costs any civil or expenses criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of the Seller Entities, their Affiliates or, to the extent related to their services to the Seller Entities, their directors, officers, employees and agents claimed to violate any constitutional provision, statute, ordinance or other law, rule, regulation or order of any governmental entity; (l) liabilities or obligations arising out of any breach by the Seller Entities prior to the Effective Time of any Contract; (m) liabilities or obligations arising as a result of any breach by the Seller Entities at any time of any contract or commitment that is not expressly assumed by the Buyer Entities in this Agreement; (n) any debt, obligation, expense, or liability of the Seller Entities arising out of or incurred in shutting down and removing equipment not purchased solely as a result of any transaction of the Seller Entities occurring after the Effective Time; (o) any liability relating to a violation by Buyer and any expenses associated with Seller, any Seller Contracts Entity, or any of their Affiliates of federal or state laws regulating fraud, including but not assumed by Buyer hereunderlimited to the federal Anti-Kickback Law (42 U.S.C. § 1320(a)-7(b) et seq.) (the “Anti-Kickback Law”), the Ethics in Patient Referrals Act (42 U.S.C. § 1395mm et seq.) (the “▇▇▇▇▇ Law”), the False Claims Act (31

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary contained in this Agreement, Buyer shall does not assume and shall will not be liable obligated to pay, perform, or responsible for otherwise discharge any Liability of Seller, irrespective the following liabilities or obligations of whether such Liability existed (Seller or related to Seller’s action or inaction) prior to, on or after the Closing Date its Affiliates (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to:): (a) Any assets, properties any liabilities or Contracts that are not included in obligations of Seller to the Purchased extent related to any Excluded Assets; (b) Any breaches any liabilities or obligations in respect of any Taxes of Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Tax Affiliate of Seller, or attributable any liability of Seller for unpaid Taxes of any Person under Treasury Regulation section 1.1502-6 (or similar provision of state, local, or foreign law) as a transferee or successor, by Contract or otherwise, including without limitation, any Taxes relating to, pertaining to or imposed upon arising from the Purchased Assets for periods (or the Business which are allocable to the Pre-Closing Period; (dportions thereof) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission ending on or prior to the Closing Date, including, without limitationexcept for Taxes for which Buyer is liable pursuant to Section 3.5 or Section 7.7; (c) subject to Article VIII, any Liability for: liabilities or obligations in respect of any employees of Seller or its Affiliates, including any obligations of Seller for benefits, bonuses, wages, employment Taxes, or severance pay and any liability or obligations arising under any Seller Plan; (id) infringement any liabilities or misappropriation obligations relating to the disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities, by Seller, of Intellectual Property Rights; (ii) injuryHazardous Materials at any Off-Site Location, deathprovided that for purposes of this Section 2.4(d), property damage “Off-Site Location” does not include any location to, at, or losses caused by through which Hazardous Materials originally disposed of at, discharged from, emitted from or Released at the Purchased Assets have migrated, including, but not limited to, surface waters that have received waste water discharges from the Purchased Assets (it being understood that the foregoing proviso shall not in any way diminish Seller’s liabilities and obligations under this Agreement with respect to manufactured gas plant sites); (e) liabilities or obligations relating to any properties (other than Purchased Assets) formerly owned or operated by the Seller Products; or its Affiliates or predecessors prior to the Closing; (iiif) violations of any Legal Requirementsliabilities or obligations reflected on the Final Balance Sheet, other than Actual Assumed Balance Sheet Obligations and liabilities that are fully reflected as reductions to Net Transmission Plant Investment; (g) Any and all paymentsliabilities or obligations relating to any manufactured gas plant sites at, affecting or related to the Purchased Assets; (h) except for the Assumed Environmental Liabilities, liabilities or obligations and responsibilities relating arising from any Claim (including any workers compensation Claim) related to (collectively, the “Contractor Obligations”): Purchased Assets of which Seller has received written notice from a third party prior to the Closing; (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, any liabilities or obligations of Seller arising under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees Agreement, any certificate or for payroll Taxes relating to compensation to Seller’s Contractors allocable to other document delivered in connection herewith, and any period through of the transactions contemplated hereby and including the Closing Date; (i) Seller’s performance of this Agreement and the Transactionthereby; (j) Any Environmental Lawsubject to Section 7.18, which Liability relates to or arises out all pre-closing liabilities and obligations of (i) any acts or omissions Seller, of Seller on or prior whatever nature, to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior extent such liabilities are covered by a third party insurance policy maintained by Seller and then only to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal extent actual proceeds are received by Seller from such third party insurer in respect of such liabilities or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j)obligations; (k) Any Liability for expenses all liabilities and fees incurred by obligations of Seller incidental or in respect of the Purchased Assets existing on or after the Closing Date under any State Regulatory Orders issued prior to the preparation Closing, other than the liabilities or obligations (i) under the State Regulatory Orders applicable to the Purchased Assets set forth on Schedule 2.3(e), (ii) imposed on Buyer or the Purchased Assets in connection with any Required Regulatory Approval, or (iii) that relate to customary transmission facility siting or siting certification matters within the jurisdiction of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting feesGovernmental Entity issuing such State Regulatory Order; (l) Any Liability arising out of transactions, commitments, infringements, acts the liabilities or omissions not in the Ordinary Course of Businessobligations set forth on Schedule 2.4(l); (m) Any Legal Requirement applicable liabilities and obligations under Purchased Agreements for the provision of any Ancillary Services or that would otherwise cause Buyer to Seller, the Purchased Assets be considered a customer of electricity transmission service or the Assumed Liabilities on electricity market participant under FERC rules or prior to the Closing Date or any Liability for a violation of such a Legal Requirementregulations; (n) Any Liability liabilities and obligations under Purchased Agreements to any stockholders of Seller;the extent not primarily related to the Purchased Assets or Transmission; and (o) Any Liability to Matrigenliabilities and obligations under the Settlement Agreement dated October 31, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement 2002 between Interstate Power Light and Plan of Merger, by Electric and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderSouthern Minnesota Municipal Power Agency.

Excluded Liabilities. Except for Notwithstanding the foregoing, and except as expressly set forth in this Agreement with respect to the Assumed Liabilities, Buyer shall not assume or become liable for, and shall not not, by execution or performance of this Agreement, purchase of the Acquired Assets or otherwise, become responsible for, be liable with respect to and otherwise be obligated to pay, perform, discharge or responsible for guaranty any Liability or obligation of SellerEpod UK or Parent (whether fixed, irrespective absolute, contingent, known, unknown, direct, indirect or otherwise) arising prior to the Closing Date, all of whether such Liability existed which Liabilities, debts and obligations Epod UK agrees to promptly pay or discharge (or related Parent agrees to Seller’s action cause to have paid or inactiondischarged) prior toincluding, on or after without limitation, the Closing Date following (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to:): (a) Any Liability or obligation of Epod UK or Parent for any federal, state, provincial, local and foreign Taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, properties income, or Contracts that franchises which are not included in the Purchased Assets;due and payable. (b) Any breaches Claims, acts, errors, omissions, Losses, costs or Liabilities with respect to Epod UK, the Acquired Assets, Epod UK’s trade practices or the Business as conducted by Epod UK arising or accruing or based on the operation of any Seller Contract on or the Business prior to the Closing Date or otherwise based on any payments acts or amounts due omissions of Epod UK made at any time thereafter including, but not limited to, unpaid salary, products liability, environmental, tort, antitrust, workers’ compensation liability, employment practices liability, unfair competition, business practices liability and similar Claims. (c) Any Liabilities arising out of, incurred in connection with or other obligations under related to the ownership of the Excluded Assets. (d) Any Liabilities arising out of or in connection with any Seller Contract on Indebtedness of the Parent for borrowed money. (e) Any inter-company accounts payable. (f) Except as otherwise provided in Section 5.02 above, any Liabilities to employees or former employees of Epod UK, to the extent that the event or state of facts giving rise to such Liability occurred prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements;. (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, loans outstanding made by the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and Parent or other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result Indebtedness of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that Parent as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability date hereof to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderPerson.

Excluded Liabilities. Except for The parties agree that, except as otherwise provided herein or in any of the Assumed LiabilitiesClosing Agreements, Buyer (and after the Closing, APC and its Subsidiaries) shall not have any responsibility or incur or assume and shall not be liable or responsible for any Liability of Seller, irrespective of whether such Liability existed (or related Liabilities with respect to Seller’s action or inaction) prior to, on or after the Closing Date following matters (collectively, the “"Excluded Liabilities”). Without limiting the foregoing") (it being understood, Seller subject to Section 5.21 of this Agreement, that such assets shall retain and be solely responsible fortransferred to, and Buyer shall not or such obligations will be obligated assumed by, PHL or Holdings prior to assume, and does not assume, any Liability at any time arising from or attributable to:Closing): (a) Any assets, properties or Contracts that are not included in the Purchased Assets;any Owned Real Property; and (b) Any breaches of any Seller Contract on or prior APC Headquarters Employees. Notwithstanding the foregoing to the Closing Date contrary, with respect to any APC Headquarters Employees, Buyer (and after the Closing, APC and its Subsidiaries) shall, except as provided hereinafter, assume Liabilities accrued, arising or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Sellerincurred under, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitationotherwise relating to, any Liability for: (i) infringement APC Plan or misappropriation APC Benefit Arrangement, and such Liabilities shall not be deemed Excluded Liabilities for purposes of Intellectual Property Rights; (ii) injurythis Agreement. The foregoing notwithstanding, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of Holdings shall be responsible for any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement severance benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transactiontermination within eight (8) weeks after the Closing of the employment of any APC Headquarters' Employee other than any severance benefits or penalties as are attributable to the wrongful acts or inactions of Buyer or its Affiliates (including APC or its Subsidiaries after the Closing). All of the above notwithstanding, the parties have agreed that in the interests of facilitating a transition following the Closing, APC shall be entitled to continue, for a period of up to eight (8) weeks following the Closing, the employment of any present of the APC Headquarters Employees, provided APC shall be liable for such employees' salary and benefits earned or former Contractor accrued during such period. Such continuation of Seller; employment for such period of time shall not affect Holdings' obligation hereunder for severance benefits (ii) Seller Benefit Plans or as more fully described above). If, however, APC, without Holdings' prior express written permission, continues, after that date which is eight (8) weeks after the Closing, the employment of any employee group medicalAPC Headquarters Employee, dental or life insurance plans or any other employee matter; and/or (iii) such circumstance, without more, shall immediately and automatically result in the termination of any Contractor prior to the Closing Date in accordance with all obligations of Holdings under this Agreement or in connection for severance benefits of any kind with this Transaction; (h) Payments respect to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderemployee.

Excluded Liabilities. Except for the Assumed ReShape IGB Liabilities, Buyer Apollo shall not assume assume, and shall not be liable have no liability for, any Liabilities of ReShape or responsible for any Liability ReShape Affiliate of Sellerany kind, irrespective character or description, it being understood that Apollo is expressly disclaiming any express or implied assumption of whether such Liability existed (any Liabilities other than the Assumed ReShape IGB Liabilities including, without limitation all Liabilities arising out of, resulting from or related relating to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, the “Excluded ReShape Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to:): (a) Any assetsany and all Claims, properties regardless of when such Claim was first commenced or Contracts made, that are not included arose out of, relates to or results from the development, nonclinical and clinical testing, commercialization, manufacture, storage, packaging, import, marketing, labeling, pricing, distribution, sale or use of the ReShape IGB Product or any of the ReShape IGB Assets, in each case, prior to the Purchased AssetsClosing, including all such Claims relating to warranty obligations, marketing programs, patient incentive programs and alleged intellectual property infringement; (b) Any breaches of any Seller Contract on and all products liability Claims that arose out of, relates to or results from any ReShape IGB Product sold prior to the Closing Date (including Claims alleging defects in such ReShape IGB Product and Claims involving the death of or injury to any individual relating to such ReShape IGB Product); (c) any recalls (including after the Closing) mandated by any Governmental Body with respect to any ReShape IGB Products manufactured or sold prior to the Closing; (d) any and all Claims for ReShape IGB Products manufactured prior to the Closing, including but not limited to product liability and infringement of Intellectual Property whether or not sold prior to the Closing; (e) any of the Excluded ReShape Assets; (f) Taxes (other than Transfer Taxes, which shall be governed solely by Section 2.8) (i) in respect of or imposed upon ReShape or any payments of its Affiliates for any taxable period, or amounts due (ii) imposed with respect to the ReShape IGB Assets or other obligations under the ReShape IGB Business for any Seller Contract taxable period (or portion thereof) ending on or prior to the Closing Date; (cg) Taxes attributable to or imposed upon Sellerany Contract, or attributable to or imposed upon the Purchased Assets or the other than a ReShape IGB Business which are allocable Contract and subject to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any timelimitations set forth in Section 2.3, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans which Apollo or any employee group medical, dental of its Affiliates is a party or life insurance plans by which any of its properties or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transactionassets are otherwise bound; (h) Payments to employees any current or for payroll Taxes relating to compensation to Seller’s Contractors allocable to former employee or contractor of ReShape, or any period through and including the Closing Dateof its Affiliates; (i) Seller’s performance of this Agreement and the Transaction;all ReShape Accounts Payable, including any unpaid accounts payable related to any ReShape IGB Inventory; and (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller all Liabilities set forth on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations Part 2.4 of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderReShape Disclosure Schedule.

Excluded Liabilities. Except for Notwithstanding the Assumed Liabilitiesprovisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be liable responsible to pay, perform, or responsible for discharge any Liability Liabilities of Seller, irrespective Seller of whether such Liability existed any kind or nature whatsoever other than the Assumed Liabilities (or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, the “Excluded Liabilities”). Seller shall pay and satisfy in due course all Excluded Liabilities that Seller is obligated to pay and satisfy. Without limiting the generality of the foregoing, Seller the Excluded Liabilities shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable toinclude the following: (a) Any assets, properties or Contracts that are not included in the Purchased Assets; (b) Any breaches all obligations related to accounts payable as of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (b) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation, and performance of this Agreement, the Ancillary Documents, and the transactions contemplated hereby and thereby, including fees and expenses of Seller’s counsel, accountants, consultants, and advisers; (c) any Liability for (i) Taxes attributable of Seller or Taxes relating to or imposed upon Sellerthe Business, the Purchased Assets, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Assumed Liabilities for any Pre-Closing Tax Period, or (ii) other Taxes of Seller of any kind or description (including any Liability for Taxes of Seller that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (d) Any loansany Liabilities to the extent relating to or arising out of the Excluded Assets, other indebtedness, or accounts payableincluding Environmental Claims and Liabilities under Environmental Laws to the extent related to the Excluded Assets; (e) Accidentsany Liabilities (whether arising before or after the Closing) in respect of any pending or threatened Action arising out of, misconduct, negligencerelating to, or breach otherwise in respect of fiduciary duty occurring the ownership or operation of the Business or the Purchased Assets to the extent such Action relates to such ownership or operation on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor Liabilities of Seller; (ii) Seller Benefit Plans , whether arising before or any employee group medicalafter the Closing, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement under or in connection with this Transaction; the issues raised, considered, decided, or appealed from (hx) Payments RCA Order No. U-16-094(9)/U-17-008(13) and Order No. U-16-094(10)/U-17-008(14), (y) Case No. 3AN-14-06125CI, and (z) Docket No. U-18-102(1), but in each such case only to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; extent that (i) Seller’s performance such Liabilities relate to ownership or operation of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to Business or arises out of (i) any acts or omissions of Seller the Purchased Assets on or prior to the Closing Date and (ii) any related Loss is not recoverable in rates by Buyer; (g) any Liability of Seller or similar claim against Seller for injury prior to the Closing to a Person or property, including workers’ compensation claims; (h) any Liabilities of Seller arising, whether before or after the Closing, under or in connection with any Benefit Plan providing benefits to any present or former employee of Seller in connection with employment with Seller other than Accrued Leave; (i) any Liabilities relating to any payroll or other compensation obligations incurred and required to be paid prior to the Closing, the failure by Seller to hire any individual, the employment or services (or termination by Seller of the employment or services) of any individual, including Retention Agreements, wages, COBRA coverage, compensation, bonuses, benefits, accrued vacation, severance, retention, termination payments, affirmative action, personal injury, discrimination, harassment, retaliation, wrongful discharge, unfair labor practices, or constructive termination by Seller of any individual, or any similar or related claim or cause of action attributable to any actions or inactions by Seller, in each case prior to the Closing Date, with respect to the Transferred Employees, independent contractors, applicants, and any other individuals who are determined by a court or by a Governmental Authority to have been applicants or employees of Seller; (j) any Liabilities related to the Business which constitute intercompany payables or intergovernmental charges owing to Seller; (k) any Liabilities of the Business relating to or arising from unfulfilled commitments, quotations, purchase orders, customer orders, or work orders that (i) do not constitute part of the Purchased Assets or (ii) are not validly and effectively assigned to Buyer pursuant to this Agreement; (l) any factsLiabilities to indemnify, circumstances reimburse, or conditions existing on advance amounts to any present or former official, manager, employee, or agent of Seller for or in connection with any event or circumstance occurring while such individual was an official, manager, employee, or agent of Seller; (m) any Liabilities under the Excluded Contracts or any other Contracts, including Intellectual Property Agreements, (i) that are not validly and effectively assigned to Buyer pursuant to this Agreement or (ii) to the extent such Liabilities arise out of or relate to a breach by Seller of such Contracts prior to the Closing; (n) any Liabilities associated with debt, revenue bonds, commercial paper, loans, or credit facilities of Seller or the Business; (o) any Liabilities, other than Assumed Environmental Liabilities, arising out of, in respect of, or in connection with the failure by Seller to comply with any Law or Governmental Order; (p) fines or penalties owing to any Governmental Authority for events to the extent occurring or arising prior to the Closing Date relating Date; (q) any Liability of Seller arising from the violation, breach, or default by Seller, prior to Hazardous Substancesthe Closing, including, without limitation, of any management, disposal Assumed Liability or arranging for disposal of Hazardous Substances Intellectual Property Assets included in connection with the Business or the Purchased Assets Assets; (r) any Liability arising under any collective bargaining agreement of Seller, including any and all obligations incurred under the IBEW Collective Bargaining Agreement prior to the Closing Date, including pension/retirement obligations under the Alaska Electrical Pension Fund regarding accruals earned prior to Closing; (s) any Liability of Seller or Assumed ML&P for payments in lieu of taxes, including pursuant to AMC 26.10.025; (t) any other Liability of Seller accruing or arising and required to be performed prior to the Closing; (u) any Environmental Claims and Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of under Environmental Laws, and Losses arising from environmental conditions at the Business or otherwise; provided that parties acknowledge and agree that Purchased Assets, as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j);other than the Assumed Environmental Liabilities; and (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iiiv) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise Liabilities not expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating pursuant to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunder.Section

Excluded Liabilities. Except for the Assumed Liabilities, Buyer Purchaser shall not assume and shall not be liable or responsible for any Liability of Sellerany Member, irrespective of whether such Liability existed (Seller or related to Seller’s action or inaction) prior to, on or after the Closing Date any Seller Affiliate (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer Purchaser shall not be obligated to assume, and does not assume, and hereby disclaims any Liability at of the following Liabilities of Seller or any time arising from or attributable toSeller Affiliates: (a) Any assets, properties or Contracts that are not included in the Purchased Assets; (b) Any Liability for breaches of any Seller Business Contract arising, accruing or occurring from circumstances on or prior to the Closing Date or any Liability for payments or amounts due or other obligations under any Seller Business Contract on or prior to the Closing Date; (cb) Any Liability for Taxes attributable to or imposed upon Sellerthe Members, Seller or any Seller Affiliate, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to for the Pre-Closing Period, including any Transfer Taxes; (c) Any Liability to any Member or any Seller Affiliate; (d) Any loansLiability for or with respect to any loan, other indebtedness, or accounts payableincluding any such Liabilities owed to any Seller Affiliates not specifically included in the Assumed Liabilities; (e) AccidentsAny Liability arising from accidents, occurrences, misconduct, negligence, or breach of fiduciary duty occurring or statements made or omitted to be made (including libelous or defamatory statements) on or prior to the Closing Date, whether or not covered by workers’ compensation or other forms of insurance; (f) Any Liability arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, including any Liability for: for (i) infringement breach of explicit or misappropriation of Intellectual Property Rightsimplied warranties; (ii) injury, death, property damage or other losses arising with respect to or caused by transportation or use of the Purchased Assets or the Seller ProductsTanks; or (iii) violations of any Legal RequirementsRequirements (including federal and state securities laws); (iv) any matter arising under any Environmental and Safety Law; or (v) any matter disclosed on Section 4.25(a) of the Business Disclosure Schedule; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations Liability under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Business Benefit Plans or any contract of insurance of Seller or any Seller Affiliate for employee group medical, dental or life insurance plans arising or any other employee matter; and/or (iii) the termination of any Contractor accruing on or prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (h) Any Liability for making payments of any kind to employees (including as a result of the Transaction, termination of an employee by Seller, Eagle Eye, or any Seller Affiliate, other claims arising out of the terms of employment with Seller, Eagle Eye or any Seller Affiliate, or any payments contemplated by Schedule 6.2(v)) or with respect to payroll taxes; (i) Seller’s Any Liability incurred in connection with the making or performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior any Seller Affiliate pursuant to the Closing Date Environmental and Safety Laws based upon or (ii) any factsarising from events, conditions, acts, omissions or circumstances occurring or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j)Date; (k) Any costs or expenses incurred in connection with shutting down, deinstalling and removing equipment not purchased by Purchaser hereunder and any costs or expenses associated with any Business Contracts not assumed by Purchaser hereunder; and (l) Any Liability for expenses and fees incurred by the Members, Seller or any Seller Affiliate incidental to the preparation of the Transaction DocumentsAgreements, preparation or delivery of materials or information requested by BuyerPurchaser, and the consummation of the Transaction, including, without limitation, including all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement fees and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderTransfer Taxes.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer The Purchaser shall not assume and shall not be liable or responsible for agree to pay, satisfy, perform or otherwise discharge any Liability of Sellerclaims, irrespective of whether such Liability existed liabilities, indebtedness, obligations or expenses other than the Assumed Liabilities (or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and the Purchaser does not assumeassume or agree to pay, satisfy, perform or otherwise discharge any Liability at any time arising from of the following claims, liabilities, indebtedness, obligations or attributable toexpenses and the Purchaser shall have no liability for or obligation in respect of: (a) Any assetsthe Sellers’ professional fees and expenses for its advisers, properties or Contracts that are not included including without limitation, advisers retained pursuant to an order of the Bankruptcy Court except to the extent otherwise provided for in the Purchased Assetsthis Agreement; (b) Any breaches obligations, liabilities or amounts payable to any security holder of any Seller Contract Seller; (c) general unsecured claims or any other liability not expressly assumed under this Agreement; (d) all liabilities of the Sellers for Taxes relating or attributable to taxable periods ending on or prior to before the Closing Date or (“Pre-Closing Periods”) and, with respect to any payments or amounts due or other obligations under any Seller Contract period that begins on or prior before and that ends after the Closing Date (a “Straddle Period”), the portion of such Straddle Period deemed to end on and include the Closing Date; (ce) Taxes attributable to any environmental liabilities of Sellers, including without limitation, any liabilities involving: (i) any violation of or imposed upon Selleralleged violation, or attributable non-compliance with, Environmental Laws or permits, licenses or authorizations issued pursuant to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or applicable Environmental Laws prior to the Closing Date, includingwith respect to the ownership, without limitationlease, any Liability for: (i) infringement maintenance, construction, modification or misappropriation operation of Intellectual Property Rights; the Acquired Assets, except where, as a result of the transfer of a permit to Purchaser, Purchaser is obligated to assume such liabilities as a condition of said transfer as a matter of applicable Environmental Law; (ii) injuryloss of life, deathinjury to persons or property, property damage natural resource damages, or losses caused by investigation or remediation obligations, arising from the Purchased discharge or release of Hazardous Substances prior to the Closing Date, at or migrating or emitted or discharged from the Acquired Assets or from the Seller Productsproperties at which the Acquired Assets are located; provided, that this exclusion shall not apply to any investigation or remediation that may be required after the Closing Date in connection with the sale of the assets owned by Lafayette Energy Partners, L.P. if the current transaction triggers an obligation to comply with ISRA; (iii) violations loss of life, injury to persons or property, natural resource damages, or investigation or remediation obligations, arising from the storage, transportation, treatment, disposal, discharge recycling or release, at any Legal Requirementsoff-site location, or arising from the arrangement for such activities, prior to the Closing Date, of Hazardous Substances generated in connection with the ownership or operation of the Acquired Assets; (iv) without limiting the foregoing, any liabilities arising from the allegation by the State of Illinois asserting that Upper Rock Energy Partners LLC violated applicable Environmental Law by installing a generating unit at the Upper Rock County Landfill without a permit; and (v) without limiting the foregoing, any fines, penalties or other costs that may be imposed due to any failure (whether by Sellers or predecessor owners or operators) to comply with ISRA with respect to prior transactions involving the assets currently owned by Lafayette Energy Partners, L.P.; (f) any liability relating to any Section 29 tax credit indemnification obligations; (g) Any and all payments, Liabilities, obligations and responsibilities any liability relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of SellerExcluded Asset; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction;and (h) Payments to employees any liability listed or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller described on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunder1.5.

Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyer shall not assume and shall not be or become liable or responsible for any Liability Liabilities of Seller (whether or not arising out of the ownership and operation of the Purchased Assets or the Business) or the Liabilities of any Affiliate of Seller arising from or related to the Purchased Assets or Business. All Liabilities of Seller and any Affiliate of Seller, irrespective of whether such Liability existed (including those arising from or related to the Purchased Assets or Business, that are not expressly assumed by Buyer as Assumed Liabilities shall be retained by Seller or any Affiliate of Seller’s action or inaction) prior to, on or after the Closing Date (collectivelyas applicable, the and are referred to herein as “Excluded Liabilities”). .” Without limiting the foregoinggenerality of the preceding two sentences, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable tothe Excluded Liabilities include the following: (ai) Any assets, properties expenses Seller incurred related to the consummation of the transactions contemplated in this Agreement; (ii) any Liabilities relating to or Contracts that are not included in arising out of the Purchased Excluded Assets; (biii) Any breaches any Liabilities (including all related fines, penalties, fees and associated interest or charges imposed by any Governmental Authority, including MSHA) arising out of or in respect of the failure by the Seller or any Affiliate of the Seller Contract to comply on or prior to the Closing Date with any Environmental Permit, Mining Permit, applicable Law, including any Environmental Law, or Order by any payments or amounts due or other obligations under Governmental Authority, including without limitation any Seller Contract such Liabilities arising as a result of any Person’s failure on or prior to the Closing DateDate to comply with the terms of any Environmental Permit, Mining Permit, bonds related thereto or any Laws, including Environmental Laws, as applicable to the Seller’s (or its Affiliate’s) operation of the Business, but in all cases excluding ordinary course reclamation bond Liabilities and other reclamation Liabilities arising under the Mining Permits at the end of the life of the Shoal Creek Mine or any portion thereof; (civ) Taxes attributable to any Indebtedness; (v) any Liabilities for intercompany obligations between the Seller and any Affiliate of the Seller; (vi) any Liability under the DCS Contracts, Assumed Contracts, Leases or imposed upon Seller, or attributable to or imposed upon other Contracts included in the Purchased Assets arising out of or the Business which are allocable relating to the Pre-Closing Period; (d) Any loans, other indebtedness, breaches or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty defaults thereunder occurring on or prior to the Closing Date; (fvii) Any legal proceeding initiated at any timeLiability related to any accounts payable as of the Closing Date; (viii) any Liability with respect to any coal or other goods shipped or sold or any service provided by the Seller or any of its Affiliates prior to Closing, including any such Liability or obligation (A) pursuant to any express or implied representation, warranty, agreement, coal specification undertaking or guarantee made by any Seller, or any Affiliate of the Seller, or alleged to have been made by the Seller or any Affiliate of the Seller, (B) imposed or asserted to be imposed by operation of Law or (C) pursuant to any doctrine of product liability; (ix) any Liability with respect to any Proceeding including those set forth in the Disclosure Schedules, to the extent arising out of or relating to the operation of the Business, including the Seller’s ownership and use of the Purchased Assets, prior to the Closing; (x) any Liability related to or arising with respect to (A) any action current, former, or omission inactive employee or service provider of Seller or any Affiliate of Seller who does not become a Re-Hired Employee, and (B) except as set forth in Sections 5.07(h), (i) and (j), any current, former, or inactive employee or service provider of Seller who becomes a Re-Hired Employee, but with respect to this clause (B), only with respect to Liabilities that arise or arise from events that occurred on or prior to the Closing Date; (xi) any Liability arising from, based upon, or with respect to any Plan sponsored by or contributed to by Seller or any ERISA Affiliate of Seller, or any Law related to such Plans; including but not limited to: (A) any Liability arising under COBRA, HIPAA and other similar Laws, including all Liabilities of a fiduciary for breach of fiduciary duty or any other failure to act or comply in connection with the administration of a Plan; (B) any Liability for or related to contributions owed to any Plan; (C) any Liability due as a result of a complete, partial or mass withdrawal from a Plan by Seller or any ERISA Affiliate, (D) any Liability for post-employment benefits with respect to any current, former or inactive employee of Seller that is eligible as of the Closing Date for such post-employment benefits from Seller on the Closing Date; and (E) any Liability for post-employment benefits with respect to any current, former or inactive employee of Seller except as such benefits may be required pursuant to the Modified CBA or specifically set forth in Section 5.07; (xii) any Liability arising from, based upon, or with respect to the Coal Act, including, without limitationbut not limited to Seller’s and Seller’s Related Persons’ Liabilities under the Coal Act (A) arising under or with respect to the UMWA Combined Benefit Fund, UMWA 1992 Benefit Plan, or any Plan maintained under Section 9711 of the Coal Act; or (B) based upon Seller’s or its Related Persons’ status as a “signatory operator,” “last signatory operator,” “assigned operator,” “related person,” “successor,” “successor in interest,” or similar status under the Coal Act; (xiii) Any Liability arising under the ▇▇▇▇▇▇▇▇ CBA (but not including, for the avoidance of doubt, any Liability for: under the Modified CBA to the extent arising out of or relating to the operation of the Business following the Closing); (ixiv) infringement any Liability of Seller or misappropriation any of Intellectual Property Rights; (ii) injuryits respective Affiliates for any Taxes arising out of, death, property damage attributable to or losses caused by in respect of the Purchased Assets or the Seller ProductsBusiness for any Pre-Closing Tax Period; or (iii) violations of any Legal Requirements;and (gxv) Any and all any Liability for advance or minimum royalties, production royalties, overriding royalties, net profits interests, production payments, Liabilitieswheelage or haulage royalties or payments, obligations and responsibilities relating to any other payments out of or measured by production (collectively, the “Contractor ObligationsRoyalties”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and or other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or similar obligations for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior with respect to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided Business, except that parties acknowledge and agree that as of the Closing Date Buyer will acquire and shall be responsible solely liable for disposal payment of those Purchased Assets set forth royalties related to Coal Inventory included in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as sale of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed coal by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, occurring following the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderClosing.

Excluded Liabilities. Except Buyer and Seller acknowledge that Buyer does not intend to acquire nor is it acquiring an ongoing business from Seller for any purpose, and does not intend to be nor shall it be a successor Person for any purpose. Notwithstanding anything in this Agreement to the Assumed Liabilitiescontrary, Buyer shall is not assume assuming and shall not be liable deemed to have assumed any liabilities, debts or responsible for obligations of Seller other than the Specified Liabilities. For purposes of clarity, the Specified Liabilities shall not, and shall in no event be deemed to, include any Liability of the following liabilities, debts and obligations of Seller, irrespective of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to: (a) Any assetsany obligation under any financing or other encumbrance on, properties affecting or Contracts that are not included in related to any of the Purchased AssetsStores, the Assets or other assets of Seller; (b) Any breaches any obligations for any Federal, state, Commonwealth or local income, sales, use, property, municipal license tax or other taxes or assessments or any penalties or interest relating to any such taxes or assessments or any combination of any Seller Contract the above relating to (i) the Stores or Assets on or prior to the Closing Date their transfer to Buyer (ii) Seller's other assets, (iii) their transfer to Buyer or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date(iv) Seller's operations; (c) Taxes attributable any employment-related Claims, including but not limited to Claims arising from or imposed upon in any way related to policies, authorizations, licenses and accounts required by the applicable laws or any obligations for taxes, accrued salaries, wages, commissions, bonuses, pensions, workers and unemployment compensation, sick pay, vacation pay, severance pay, other compensation, benefit plan contributions or other employee benefits for any of Seller, 's employees or attributable any amounts for which Seller may become liable to any Person or imposed upon governmental entity under the Purchased Assets provisions of ERISA or the Business which are allocable to the Pre-Closing Periodregulations promulgated thereunder; (d) Any loansany obligations which may arise under (i) the Multi-Employer Pension Plan Act, other indebtedness(ii) the Worker Adjustment and Retraining Notification Act of 1988 or (iii) any similar plant closing act, law, ordinance or accounts payableregulation resulting from termination by Seller of the employment of any of Seller's employees; (e) Accidentsany obligations or liabilities with respect to any litigation commenced or Claims made at any time before, misconduct, negligence, or breach of fiduciary duty occurring on or prior to after the Closing Date; (f) Any legal proceeding initiated at any timeClaims relating to payment for merchandise inventory or amounts, to the extent related other than Purchase Orders assumed by Buyer hereunder, owed by Seller or indebtedness of Seller to any action bank, credit card company, lending institution, vendor or omission on supplier or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement indebtedness of Seller under any notes or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused commercial paper issued by the Purchased Assets or the Seller Products; or (iii) violations of any Legal RequirementsSeller; (g) Any and all payments, Liabilities, obligations and responsibilities relating to under any agreement (collectivelyincluding without limitation any Lease), the “Contractor Obligations”): benefits of Seller in, to or under which are excluded from the Delivered Stores or Assets actually acquired by Buyer hereunder; (h) any liability under any collective bargaining or labor union agreement whereby personnel are or were employed by Seller; (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, any obligations for returned checks or credit card chargebacks arising from sales from a Store prior to the Closing Date (which documentation for returned checks or chargebacks shall be promptly forwarded by Buyer to Seller); (j) any obligation to pay for returned merchandise inventory which was purchased from a Store prior to the Closing Date except as otherwise provided herein; (k) any obligation under any incentive compensation plancivil rights, estimated entitlements to receive supplementary retirement benefits wage and hour or allowances equal employment opportunity acts, laws, ordinances or regulations; (whether pursuant to a contractual l) any obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect toto any lay-away contracts entered into by Seller or customer Claims with respect to Inventory or Seller's operation of the Stores; (m) any consideration, fee or that would be payment due or payable to (whether or not any Landlord under any Lease as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination assignment of any Contractor prior Lease from Seller to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwiseBuyer; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement;and (n) Any Liability any claim made by any Landlord under any Lease with respect to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed consideration paid by Buyer in to Seller as contemplated by this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunder.

Excluded Liabilities. Except for Notwithstanding anything to the contrary set forth herein, the Assumed Liabilities, Buyer Liabilities shall not include, and neither Buyer nor its assignees will assume and shall not be liable or responsible for from any Liability of Seller, irrespective of whether such Liability existed any Liabilities (or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the foregoing) relating to, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from out of or attributable to: resulting from: (a) Any assetsany Excluded Asset, properties or Contracts that are not included in the Purchased Assets; (b) Any Indebtedness of ARC or any of its Subsidiaries (including any Acquired Company), excluding Indebtedness incurred by Buyer or its Subsidiaries after the Closing and excluding Assumed Indebtedness, but including (x) any Liability for defaults or breaches of material covenants (including any Seller Contract on defaults in respect of payment of principal or interest when due) occurring prior to the Closing Date in respect of Indebtedness and (y) Indebtedness related to the Aircraft, (c) any Equity Interest in ARC or any payments or amounts due its Subsidiaries (other than the Acquired Interests), including Liabilities with respect to dividends or other obligations distributions, Liabilities with respect to any stockholders agreement, registration rights agreement, voting trust or other Contract relating to such Equity Interests, Liabilities with respect to any option, warrant, exchangeable security or other right to acquire Equity Interests, Liabilities of ARC or its Subsidiaries under applicable securities or corporate Laws, and Liabilities arising from the decision of the Board of Directors of ARC to approve this Agreement and the transactions contemplated hereby (including any Liability for breach of duty), (d) Excluded Taxes, (e) except as otherwise provided under Section 5.7, (i) any existing Seller Contract on Plan, (ii) any former Seller Plan which has been terminated or frozen (iii) ERISA Affiliate Liability, (iv) any collective bargaining agreement, to the extent relating to periods prior to the Closing Date; (cregardless of when such Liability accrues or becomes known), (v) Taxes attributable to the employment or imposed upon Seller, termination of employment of any current or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or former Company Employee during periods prior to the Closing Date; Closing, (vi) the employment practices of the Sellers or any of their Affiliates or compliance with or violations of any Labor Laws prior to the Closing, in each case to the extent relating to employment discrimination, (vii) the Severance Agreement by and among ARC, ARC Management Services and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ dated February 18, 2004, and (viii) the Severance Agreement by and among ARC, ARC Management Services and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ dated February 18, 2004, (f) Any legal proceeding initiated at Liabilities of the Sellers under this Agreement or any timeother Transaction Document, (g) any Liability for which the Buyer Indemnified Parties are indemnified pursuant to Article IX, to the extent related to any action so indemnified, (h) the Retained Business or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on ARC or prior its Subsidiaries (excluding the Acquired Companies) after the Effective Time. Prior to the Closing Date or Closing, ARC shall assume, pay, discharge and perform (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, includingor, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with limiting the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations obligations of the Business or otherwise; provided that parties acknowledge Sellers under Article IX, ARC’s designated Affiliate shall assume, pay, discharge and agree that as perform) all Excluded Liabilities of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderAcquired Companies.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer Buyers shall not assume and under no circumstances shall not Buyers be obligated to pay or assume, and none of the assets of Buyers shall be or become liable for or responsible for subject to any Liability liability, indebtedness, commitment, or obligation of SellerSellers or their Affiliates, irrespective of or with respect to the Facilities, whether such Liability existed (known or related to Seller’s action unknown, fixed or inaction) prior tocontingent, on recorded or after the Closing Date unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to: (a) Any assets, properties or Contracts that are not included in the Purchased Assets; (b) Any breaches of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiringfollowing Excluded Liabilities: (a) any debt, engagement obligation, expense or liability that is not an Assumed Liability (including but not limited to accounts payable, accrued salaries and termination of its Contractorsaccrued liabilities); (rb) Any Liability any liability or obligation arising out of or in connection with the Assets and/or ownership and operation of the Facilities prior to the Effective Time, including without limitation claims or potential claims for credit balancesmedical malpractice or general liability relating to acts, credit memos events or omissions asserted to have existed or occurred prior to the Effective Time; (c) those claims and obligations (if any) specified in Schedule 1.4 hereto; (d) all litigation, claims, actions, proceedings, liabilities and obligations relating to, in connection with or arising out of matters described or referred to (or required to be described or referred to) on Schedule 3.13; (e) any liabilities or obligations associated with or arising out of any of the Excluded Assets; (f) liabilities and obligations of Sellers or their Affiliates (with respect to the Facilities or Assets) in respect of periods prior to the Effective Time arising under the terms of the Medicare, Medicaid, CHAMPUS/TRICARE, BlueCross, or other third party payor programs, including, without limitation, in respect of third party payors pursuant to retrospective settlements (including, without limitation, pursuant to Medicare, Medicaid and CHAMPUS/TRICARE cost reports filed or to be filed by Sellers for periods prior to the Effective Time, RAC appeals, ACOs, CINs, CJR, and all liabilities and obligations for periods prior to the Effective Time related to all Medicaid payments and programs, including, but not limited to (i) settlements or adjustments to prior Medicaid payments resulting from the State’s audit or other recalculation of Medicaid payments for services rendered prior to the Effective Time, (ii) DSH, (iii) LIP, and (iv) DPP), and all appeals and appeal rights of Sellers relating to such settlements, any audit under the Medicare RAC program or any noncompliance with applicable law or contractual obligations related to the billing or collection of services, any ACOs, CINs, CJR, and any liability arising pursuant to the Medicare, Medicaid, CHAMPUS/TRICARE, Blue Cross, or any other third party payor programs as a result of the consummation of any of the transactions contemplated under this Agreement; (g) federal, state or local Tax liabilities or obligations of Sellers or their Affiliates in respect of periods prior to the Effective Time or resulting from the consummation of the transactions contemplated herein including, without limitation, (1) any income tax, any franchise tax, any tax recapture, any sales and/or use tax, and any FICA, FUTA, workers’ compensation, and (2) any and all other taxes or amounts due and payable as a result of the exercise by the employees at the Facilities that are hired by ▇▇▇▇▇▇ following Closing of such employees’ right to customersvacation, supplierssick leave, dealers and distributorsholiday benefits accrued while in the employ of Sellers (provided, however, that this clause (g)(2) shall not apply to any and all such taxes payable with respect to any employee benefits constituting Assumed Liabilities); (h) liability for any and all claims by or on behalf of employees, independent contractors, directors, officers, managers or other persons of Sellers, their Affiliates (with respect to the Facilities or Assets) or the Facilities relating to periods prior to the Effective Time including, without limitation, liability for any compensation-related payments, pension, profit sharing, deferred compensation, equity or equity-related compensation, incentive compensation, fringe benefit, tuition reimbursement, severance, termination pay, change in control or retention payments, bonuses or any other employee benefit plan of whatever kind or nature or any employee health and welfare benefit plans, liability for any unemployment compensation claim, or workers’ compensation claim, and any liabilities or obligations to former employees of Sellers, their Affiliates (with respect to the Facilities) or the Facilities under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (provided, however, that this clause (h) shall not apply to any and all employee accrued vacation and holiday benefits constituting Assumed Liabilities under Section 1.3(c) hereof); (i) any obligation or liability accruing, arising out of, or relating to any federal, state or local investigations of, or claims or actions against, Sellers or any of their Affiliates (with respect to the Facilities or Assets) or any of their employees, medical staff, agents, vendors or representatives with respect to acts, events, circumstances or omissions prior to the Effective Time; (j) any civil or criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of Sellers, their Affiliates or, to the extent related to their services to Sellers or their Affiliates or to the Facilities, their directors, officers, employees and agents, claimed to violate or not comply with any constitutional provision, statute, ordinance or other law, rule, regulation or order, consent decree, continuing disclosure agreement, license, permit or other agreement of or with any Government Entity; (k) liabilities or obligations arising out of any breach, non-compliance or default by Sellers or their Affiliates under any Contract prior to the Effective Time; (l) liabilities or obligations arising (whether as a result of any breach, non-compliance or default by Sellers or their Affiliates, or otherwise) at any time under any contract or commitment that is not expressly assumed by Buyers in this Agreement; (m) any debt, obligation, expense, or liability of Sellers arising out of or incurred as a result of any transaction, act or omission of Sellers or their Affiliates (with respect to the Facilities) occurring after the Effective Time; (n) any liability or obligation of Sellers and their Affiliates (with respect to the Facilities or Assets) relating to any violation or non-compliance with federal, state, foreign or other laws, rules, regulations, orders or decrees regulating fraud, including but not limited to those described on any disclosure schedule (including, for example, Schedule 3.8, Schedule 3.10, Schedule 3.14, Schedule 3.16) and the federal Anti-Kickback Law (42 U.S.C. § 1320(a)-7(b) et seq.) (the “Anti-Kickback Law”), the Ethics in Patient Referrals Act (42 U.S.C. § 1395nn et seq.) (the “▇▇▇▇▇ Law”), and the False Claims Act (31 U.S.C. § 3729 et seq.) (the “False Claims Act”); and (so) Any costs all liabilities and obligations relating to any oral agreements, oral contracts or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated oral understandings with any Seller Contracts referral sources including, but not limited to, physicians, unless reduced to writing, identified on Schedule 1.1(g) hereto, and expressly assumed by Buyer hereunderas part of the Contracts.

Excluded Liabilities. Except for Purchaser shall not assume or be obligated to pay, perform or otherwise discharge any liabilities or obligations of Seller other than the Assumed Liabilities, Buyer shall not assume . All obligations and shall not be liable or responsible for any Liability liabilities of Seller, irrespective of whether such Liability existed (or related Seller other than the Assumed Liabilities are referred to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, herein as the “Excluded Liabilities”), all of which Excluded Liabilities shall remain the sole responsibility of Seller. Without limiting The Excluded Liabilities include, without limitation, the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable tofollowing: (a) Any assets, properties liabilities or Contracts that obligations of Seller in respect of any Excluded Assets or other assets which are not included Assets and Seller’s ownership, operation and conduct of any business in the Purchased Assetsconnection therewith or therefrom; (b) Any breaches of any Seller Contract on Except as otherwise specifically set forth in Section 2.3(a), all liabilities or obligations arising prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to of the Closing Dateagreements, contracts, undertakings and licenses assumed by Purchaser under this Agreement, including the Facilities Contracts and the Transferable Permits; (c) Taxes attributable to Any fines, penalties or costs (other than Taxes), including costs for environmental mitigation projects, imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable by a Governmental Authority with respect to the Pre-Assets resulting from (i) an investigation, proceeding, request for information or inspection before or by a Governmental Authority, but only relating to actions or omissions or conditions existing prior to the Closing PeriodDate (and only for the period prior to the Closing Date and not to the extent continuing past the Closing Date); or (ii) violations of applicable Law or illegal acts committed by Seller; (d) Any loans, other indebtednessSeller’s share of the costs of removal of, or accounts payableto conduct or perform Remediation of any Environmental Conditions or Hazardous Substances at the Landfill if the Facilities Owners are required to remove such Landfill or to conduct or perform Remediation of any Environmental Conditions or Hazardous Substances at the Landfill under Laws, the Facilities Lease or the § 323 Grants (collectively, the “Landfill Obligations”), except for the portion thereof, if any, described in Section 2.3(d); (e) AccidentsAll Pre-Closing Environmental Liabilities, misconductexcluding any Pre-Closing Environmental Liabilities assumed by Purchaser in Sections 2.3(c), negligence2.3(d), or breach of fiduciary duty occurring on or prior to the Closing Date2.3(e) and 2.3(f); (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations Seller’s share of any Legal RequirementsRetroactive Liability; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, liability of Seller arising out of a breach by Seller of any of its obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transactionthe Ancillary Agreements; (h) Payments Any obligation of Seller to employees or for payroll Taxes relating indemnify any Person who is a member of the Purchaser Group pursuant to compensation to Seller’s Contractors allocable to any period through and including the Closing DateArticle 7; (i) Any liabilities or obligations in respect of Seller’s performance share of this Agreement and the Transactionitems prorated in Section 3.6(a); (j) Any Environmental LawTaxes attributable to the ownership, which Liability relates to operation or arises out use of (i) any acts or omissions of Seller on or prior to the Assets before the Closing Date or (iiexcept for Taxes for which Purchaser is liable pursuant to Section 3.6, including Purchaser’s Income Taxes) and any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging Taxes for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwisewhich Seller is liable under Section 6.3; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j);and (k) Any Liability for expenses and fees incurred by All other liabilities expressly allocated to Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunder.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer Purchaser shall not assume any Liabilities of the Seller or the Designated Subsidiaries or any of their respective Affiliates except as provided in Section 2.3, and the Seller and the Designated Subsidiaries shall not be solely and exclusively liable or responsible for with respect to all Liabilities of the Seller and the Designated Subsidiaries other than the Assumed Liabilities (any Liability of Seller, irrespective of whether and all such Liability existed (or related Liabilities being herein referred to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, the “as "Excluded Liabilities”"). Without limiting , including the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable tofollowing: (a) Any assets, properties or Contracts that are not included in all Liabilities to the Purchased extent relating to the Excluded Assets; (b) Any breaches all Liabilities to refund overpayments made by any lessee of Intermodal Assets during any Seller Contract period ending prior to or on the Closing Date if such customer did, in fact, pay rent for Intermodal Assets not actually rented during such period (including overpayments by railroads which arise in connection with railroad self-reporting claims for per diem equipment use); (c) all Liabilities relating to the Acquired Assets under, relating to or arising out of (i) Environmental Laws, including any actual violation or breach thereof prior to the Closing, or (ii) Third Party Environmental Claims, other than, in each such case, such Liabilities relating to or arising out of the ownership, operation, use or disposition of the Acquired Assets following the Closing; (d) all Liabilities for death, personal injury, other injury to persons, property damage, or other loss or damage including Liability for cleanup due to Hazardous Materials released as of the Closing Date, to the extent relating to, resulting from, caused by or arising out of, the Acquired Assets, including the use of or exposure thereto, whether such Liabilities are based on tort, negligence, strict liability, failure to warn, design or manufacturing defect, conspiracy, breach of express or implied warranties of merchantability or fitness for any purpose or use, employment, occupational disease, toxic tort, workers' compensation, occupational health and safety or occupational injury laws or Environmental Law, but in any such case only to the extent such Liabilities relate to events occurring prior to the Closing or the presence of Hazardous Materials in a manner that, in its state at or prior to the Closing, would require a Cleanup under Environmental Law; (e) the pending litigation set forth on Section 2.4(e) of the Seller Disclosure Schedule and any other litigation relating to the Acquired Assets which is pending against Seller or any of its Subsidiaries at the Closing; (f) all Liabilities of Seller relating to the current or former employees of Seller relating to or arising out of any period prior to the Closing, except for Liabilities Purchaser has agreed to assume pursuant to Article VI; (g) except as provided in Section 11.2(c), all Liabilities for any Taxes of Seller and all Liabilities for Taxes that relate to the Acquired Assets or Assumed Liabilities for periods (or portions thereof) up to and including the Closing Date provided, however, that tangible personal property Taxes with respect to the Acquired Assets or any payments or amounts due or other obligations under any Seller Contract Assumed Liabilities whose lien date is on or prior before the Closing Date shall be treated as allocated entirely to periods before the Closing Date; (ch) Taxes attributable except for the Assumed Liabilities, all Liabilities in respect of the Acquired Assets relating to or imposed upon Seller, or attributable periods prior to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period;Closing; and (di) Any loans, other indebtedness, all costs incurred by Seller or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring third parties for performing maintenance and repair on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or an Acquired Asset prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result regardless of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation invoice date of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderrepair.

Excluded Liabilities. Except for Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities, Buyer Liabilities and is not assuming any other liability or obligation of Seller or any predecessor owner of all or part of its business and assets of whatever nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not assume and shall not be liable or responsible for any Liability of Seller, irrespective of whether such Liability existed (or related being assumed being herein referred to Seller’s action or inaction) prior to, on or after as the Closing Date (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"). Without limiting the foregoing, Seller all of the following shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable toExcluded Liabilities for the purposes of this Agreement: (a) Any assets, properties all liabilities and any obligations under any Contracts arising (i) on or Contracts that before the Closing Date (ii) which are not included disclosed in Schedule 2.01 (a), or (iii) which are not properly assigned to Buyer and the Purchased Assetsbenefits of which have not been made available to Buyer pursuant to Section 2.04; (b) Any breaches any obligation or liability for any tax, assessment or public charges of any Seller Contract type or nature whatsoever, due or payable to any Federal, state or local government or agency arising from or with respect to the Purchased Assets that is incurred in or attributable to any tax period (or portion thereof) ending on or prior to before the Closing Date Date, including any taxes payable as a result of the transactions contemplated by this Agreement; (c) any and all liabilities and obligations arising pursuant to agreements or understandings with consultants, distributors, suppliers or customers and relating to products shipped on or before the Closing Date; (d) all liabilities and obligations resulting from product liability claims for damage or injury to persons or property arising from the ownership, possession or use of any payments or amounts due or other obligations under any product shipped by Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring all liabilities and obligations resulting from product warranty claims with respect to any Seller's Software shipped by Seller on or prior to the Closing Date; (f) Any legal proceeding initiated at all liabilities and obligations of Seller which may arise by reason of or with respect to this Agreement or any timeof the transactions contemplated hereby (including, to without limitation, all legal, accounting, brokerage, investment banking or finder's fees of Seller); (g) all liabilities and obligations arising out of the extent related employment, severance and termination liabilities with respect to any action director, officer, employee or omission consultant under any contract or agreement which has been terminated on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement Date or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations which arise under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits contract or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not agreement as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with transactions contemplated by this Agreement or in connection with this TransactionAgreement; (h) Payments to employees all liabilities and obligations for infringement or for payroll Taxes relating to compensation to Seller’s Contractors allocable to misappropriation arising from the use of the Intellectual Property by Seller or any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions customers of Seller on or prior to the Closing Date or Date; and (iii) any factsand all other liabilities, obligations, claims or causes of action relating to the Product Lines or the Purchased Assets and resulting from or relating to any action, failure to act, or facts and circumstances occurring or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or other than the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderLiabilities.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall will not assume or become obligated with respect to any other Liability of Seller of any nature whatsoever, and Seller shall retain and shall not be liable or responsible for pay, discharge and perform any Liability of Seller, irrespective of whether such Seller that is not an Assumed Liability existed (or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, the “Excluded Liabilities”). Without limiting Excluded Liability means each Liability of Seller that is not an Assumed Liability which shall consist of the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable tofollowing: (a) Any assetsany liabilities of Seller arising or incurred in connection with Seller’s negotiation, properties or Contracts that are not included in preparation and performance of this Agreement, the Purchased Assetsother ancillary documents and the transactions contemplated hereby and thereby, including fees and expenses of counsel, accountants and other professional advisers of Seller and any Transaction Expenses prior to the Effective Time and any indemnification obligations of Seller hereunder; (b) Any breaches of any Seller Contract on or prior liability owed to the Closing Date or any payments or amounts due or other obligations Newbridge Development, LLC under any Seller Contract on or prior to the Closing Datethat certain Real Estate Purchase Agreement dated April 18, 2017; (c) Taxes attributable any liability of Seller for a breach or default of an Assumed Contract occurring prior to Closing which breach or imposed upon Sellerdefault does not arise out of or result from an act or omission of Evolent, Evolent’s Affiliates or attributable to any Designated Employee or imposed upon the Purchased Assets an act or the Business which are allocable to the Pre-Closing Periodomission by Seller in reliance on advice of Evolent, any Evolent Affiliate or any Designated Employee; (d) Any loans, other indebtedness, or accounts payable;any liability for Taxes of Seller; and (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities liabilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderExcluded Assets.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer neither Purchaser nor Purchaser Sub shall not assume and shall not or be liable or responsible for any Liability of Seller, irrespective or any Affiliate of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or after the Closing Date Seller (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain Purchaser and be solely responsible for, and Buyer Purchaser Sub shall not be obligated to assume, and does do not assume, and hereby disclaim any Liability at any time arising from of the following Liabilities of Seller or attributable toits Affiliates: (a) Any Liability attributable to any assets, properties or Contracts that are not included in the Purchased Assets, except Liabilities attributable to Non-Assignable Assets, for which Seller and Purchaser have reached a mutually acceptable arrangement pursuant to Section 1.5(b); (b) Any Liability for breaches of any Seller Contract on or prior to the Closing Date or any Liability for payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Any Liability for Taxes attributable to or imposed upon SellerSeller or its Affiliates, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to for the Pre-Closing Period, including any Transfer Taxes, including, without limitation, any pro-rated portion of any personal property taxes; (d) Any loansLiability for or with respect to any loan, other indebtedness, or accounts account payable, including any such Liabilities owed to Affiliates of Seller; (e) AccidentsAny Liability arising from accidents, occurrences, misconduct, negligence, or breach of fiduciary duty occurring or statements made or omitted to be made (including libelous or defamatory statements) on or prior to the Closing Date, whether or not covered by workers’ compensation or other forms of insurance; (f) Any Liability arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, including any Liability for: for (i) infringement or misappropriation of any Intellectual Property RightsRights or any other rights of any Person (including any right of privacy or publicity); (ii) breach of product warranties; (iii) injury, death, property damage or other losses arising with respect to or caused by the Purchased Assets Seller Products or the Seller Productsmanufacturer or design thereof; or (iiiiv) violations of any Legal RequirementsRequirements (including federal and state securities laws); (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation Liability arising out of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any contract of insurance for employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transactionplans; (h) Payments Any Liability for making payments of any kind to employees (including as a result of the Transaction, the termination of an employee by Seller, or for other claims arising out of the terms of employment with Seller) or with respect to payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Datetaxes; (i) Seller’s Any Liability incurred in connection with the making or performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises and Safety Laws Liabilities arising out of (i) any acts or omissions of Seller on or prior relating to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations operation of the Business or otherwise; provided that parties acknowledge and agree that as Seller’s leasing, ownership or operation of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j)real property; (k) Any costs or expenses incurred in connection with shutting down, deinstalling and removing equipment not purchased by Purchaser Sub and any costs or expenses associated with any Seller Contracts not assumed by Purchaser Sub hereunder; (l) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction DocumentsAgreements, preparation or delivery of materials or information requested by BuyerPurchaser or Purchaser Sub, and the consummation of the Transaction, including, without limitation, including all broker, counsel and accounting feesfees and Transfer Taxes; (lm) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course ordinary course of Businessbusiness; (mn) Any Liability related to or arising from the acquisition of the Business by Seller; (o) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (np) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory theretomembers; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement;and (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to dealers, distributors and customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunder.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary in this Agreement, nothing in this Agreement shall be construed to impose on Buyer, and Buyer shall not assume and shall not or be liable obligated to pay, perform or responsible for any Liability of Sellerotherwise discharge, irrespective of whether such Liability existed the following liabilities or obligations (or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to:): (a) Any assets, properties liabilities or Contracts that obligations of Sellers in respect of any Excluded Assets or other assets of Sellers which are not included in Purchased Interests or related to the Purchased NMP-2 Assets; (b) Any breaches liabilities or obligations in respect of any Seller Contract on or prior Taxes attributable to the ownership, operation or use of NMP-2 Assets for taxable periods, or portions thereof, ending before the Closing Date Date, except for Taxes for which Buyer is liable pursuant to Sections 3.5 or 6.8(a) hereof; (c) Any liabilities or obligations of Sellers accruing under any of Sellers’ Agreements or any payments or amounts due or other obligations under any Seller Non-material Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, All liabilities and obligations arising under or accounts payable; (e) Accidents, misconduct, negligence, relating to Nuclear Laws or breach relating to any claim in respect of fiduciary duty occurring on Nuclear Material arising out of the ownership or operation of the NMP-2 Assets prior to the Closing Date; , including any and all asserted or unasserted liabilities or obligations to third parties (fincluding employees) Any legal proceeding initiated at any timefor personal injury, property damage or tort, or similar causes of action arising out of the ownership or operation of the NMP-2 Assets prior to the extent related Closing Date, including liabilities or obligations arising out of or resulting from a “nuclear incident” or “precautionary evacuation” (as such terms are defined in the Atomic Energy Act) at the Site, or any other licensed nuclear reactor site in the United States, or in the course of the transportation of radioactive materials to or from the Site or any action or omission on or other site prior to the Closing Date, including, without limitation, liability for any Liability for: deferred premiums assessed in connection with such a nuclear incident or precautionary evacuation under any applicable NRC or industry retrospective rating plan or insurance policy, including any mutual insurance pools established in compliance with the requirements imposed under Section 170 of the Atomic Energy Act and 10 C.F.R. Part 140, 10 C.F.R.ss.50.54(w), and liabilities and obligations arising out of or resulting from the transportation, treatment, storage or disposal of Low Level Waste or other Nuclear Materials, other than any liabilities or obligations which have been expressly assumed by Buyer under Sections 2.3 or 6.13, provided Sellers will not have any liability for similar matters arising on or after the Closing Date; (e) Any fines or penalties (including investigatory or similar costs) imposed by a Governmental Authority with respect to the NMP-2 Assets resulting from (i) infringement an investigation, proceeding, request for information or misappropriation of Intellectual Property Rights; inspection before or by a Governmental Authority prior to the Closing Date, or (ii) injurycriminal acts, deathwillful misconduct or gross negligence of Sellers; (f) Subject to Section 3.5, property damage any payment obligations of Sellers for goods delivered or losses caused by services rendered prior to the Purchased Assets Closing Date, including, but not limited to, rental or lease payments due and owing prior to the Seller Products; or (iii) violations of Closing Date pursuant to the Real Property Agreements and any Legal Requirementsleases relating to Tangible Personal Property; (g) Any and all paymentsliability or obligation under or related to Environmental Laws or the common law, Liabilitieswhether such liability or obligation is known or unknown, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) contingent or accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not arising or made manifest before the Closing Date or on or after the Closing Date), arising as a result of, in connection with or allegedly caused by the disposal, storage, transportation, discharge, Release, or recycling of Hazardous Substances off-Site, or the arrangement for such activities, in connection with the ownership or operation of the NMP-2 Assets prior to the Closing Date, except that for the purpose of Sections 2.3 and 2.4, “off-Site” does not include any location adjoining the Site to which Hazardous Substances disposed of or Released at the Site have migrated; (h) Third party liability for toxic torts arising as a result of the Transaction), any present or former Contractor in connection with loss of Seller; (ii) Seller Benefit Plans life or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor injury to persons prior to the Closing Date in accordance with this Agreement (whether or in connection with this Transaction; not such loss or injury was made manifest on or after the Closing Date) caused (hor allegedly caused) Payments by the presence or Release of Hazardous Substances at, on, in, under, adjacent to employees or migrating from the NMP-2 Assets prior to the Closing Date, provided Sellers will not have any liability for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including similar actions by Buyer on or after the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to liabilities or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date obligations relating to Hazardous SubstancesSellers’ operations on, or usage of, the Easements or Sellers’ equipment within the Easements, including, without limitation, any management, disposal liabilities or arranging for disposal obligations arising as a result of Hazardous Substances or in connection with (1) any violation or alleged violation of Environmental Law and (2) loss of life, injury to persons or property or damage to natural resources, but only to the Business extent caused by any Seller; (j) Other than as provided for in Sections 2.3(a) and (d), any liabilities or obligations relating to the Purchased Assets employment or Assumed Liabilities termination of employment, including personal injury, discrimination, harassment, retaliation, wrongful discharge, unfair labor practices, or activities constructive termination of any individual, or operations occurring any similar claim or conducted in connection with cause of action attributable to any predecessor operations of the Business actions or otherwise; provided that parties acknowledge and agree that as of inactions by NMPC prior to the Closing Date Date, provided Sellers will not have any liability for similar actions or inactions by Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j)on or after the Closing Date; (k) Any Liability for expenses Subject to Section 6.10, any liabilities or obligations relating to any Benefit Plan maintained by NMPC or any other benefit described in Section 4.12(a), or any employee benefit plan as defined in Section 3(3) of ERISA and fees incurred maintained by Seller incidental any trade or business (whether or not incorporated) which is or ever has been under common control, or which is or ever has been treated as a single employer, with NMPC under Section 414(b), (c), (m) or (o) of the Code (“ERISA Affiliate”) or to which NMPC or any ERISA Affiliate contributed (the “ERISA Affiliate Plans”), including any multi-employer plan contributed to at any time by NMPC or any ERISA Affiliate, or any multi-employer plan to which NMPC or ERISA Affiliate is or was obligated at any time to contribute, including but not limited to, any such liability (i) relating to the preparation PBGC under Title IV of ERISA; (ii) relating to a multi-employer plan; (iii) with respect to non-compliance with the Transaction Documentsnotice and benefit continuation requirements of COBRA; (iv) with respect to any noncompliance with ERISA or any other applicable laws; or (v) with respect to any suit, preparation proceeding or delivery of materials or information requested by claim which is brought against Buyer, and the consummation any Benefit Plan, ERISA Affiliate Plan, or any fiduciary or former fiduciary of the Transaction, including, without limitation, all broker, counsel and accounting feesany such Benefit Plan or ERISA Affiliate Plan; (l) Any Liability arising out With respect to the Union and Non-Union Employees and subject to Sections 2.3(a), 2.3(d) and 6.10, any liabilities or obligations relating to the employment or services or termination of transactionsemployment or services, commitmentsincluding personal injury, infringementsdiscrimination, acts harassment, retaliation, constructive termination, wrongful discharge, unfair labor practices, or omissions any similar claim or cause of action attributable to any actions or inactions by NMPC that are filed with or pending before any court, administrative agency or arbitrator prior to the Closing Date, provided Seller will not in have any liability for similar actions by Buyer on or after the Ordinary Course of BusinessClosing Date; (m) Any Legal Requirement applicable liabilities relating to Sellerthe New York State Energy Research and Development Authority Pollution Control Bonds (collectively, as listed on Schedule 2.4(m), the Purchased Assets “Pollution Control Bonds”) and any agreements relating thereto, other than those arising out of the breach by Buyer of the covenants contained in Section 6.8(e) hereof; and (n) Subject to Section 6.18, any liabilities or obligations of Sellers relating to or arising from the Assumed Liabilities on or Operating Agreements prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderDate.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer the Purchaser shall not assume and shall not be liable have no Liability or responsible obligation whatsoever at any time for any Liability Liabilities of Seller, irrespective the Sellers arising from the operation of whether such Liability existed (the Business or related to Seller’s action or inaction) prior to, on or after the Closing Date ownership of the Acquired Assets (collectively, the “Excluded Liabilities”). Without limiting Excluded Liabilities shall include the foregoingfollowing claims against and Liabilities of the Sellers, Seller shall retain and be solely responsible for, and Buyer which shall not be obligated to assume, and does not assume, any Liability at any time arising from assumed or attributable todischarged by the Purchaser: (a) Any assets, properties or Contracts that are not included in any Liabilities of the Purchased AssetsSellers to any of the Sellers’ Affiliates; (b) Any breaches any Liabilities of the Sellers for legal, accounting and audit fees, brokerage commissions, and any other expenses incurred by the Sellers in connection with the negotiation and preparation of this Agreement and the sale of the Acquired Assets to the Purchaser; (c) other than the Title XI Debt to be assumed by the Purchaser, any Liability of the Sellers for or related to indebtedness of the Sellers to banks, financial institutions or any other Person with respect to borrowed money or otherwise; (d) any Liabilities of the Sellers under those Contracts, Leases and Permits which are not assigned to the Purchaser pursuant to the provisions of this Agreement; (e) any Liabilities of the Sellers that became accrued prior to the Effective Time and that relate to any current or former employee, including severance benefits, wages, bonuses, other obligations under Law to employees of the Sellers or any obligations under any Employee Plan or Multiemployer Plan; (f) any claims against or Liabilities of the Sellers for injury to or death of natural persons or damage to or destruction of property arising out of events occurring prior to the Effective Time (including any worker’s compensation claim), regardless of when said claim or Liability is asserted; (g) any Liability to the extent arising out of any Seller Contract suit, action or proceeding pending or, to the knowledge of the Sellers, threatened against the Sellers or relating to the Business or the Acquired Assets as of the Closing; (h) any Liability that relates to any Excluded Asset; (i) any Liabilities of the Sellers for medical, dental, and disability (both long-term and short-term) benefits, whether insured or self-insured, accruing or based upon exposure to conditions, or aggravation of disabilities or conditions in existence, on or prior to the Closing Date Effective Time or for claims incurred or disabilities commencing prior to the Effective Time, and any payments Liability for the foregoing, regardless of when accrued and regardless of when any condition existed, which arises by virtue of an employment relationship prior to the Effective Time with any of the Sellers; (j) any Liabilities of the Sellers arising out of or amounts due or other obligations under in connection with any Seller Contract on of the Sellers’ Employee Plans that became accrued at or prior to the Closing DateEffective Time, or any withdrawal therefrom; (ck) any Liabilities arising out of or in connection with any violation of a statute or governmental rule, regulation or directive by any of the Sellers; (l) any Liabilities of the Sellers with respect to, or relating to, any Environmental Laws or environmental matter based on events occurring or the operation of the Business prior to the Effective Time; (m) any Liabilities of the Sellers for Taxes and any Liabilities for Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Acquired Assets or the Business which are allocable to the for any Pre-Closing Tax Period; (dn) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach any Liabilities associated with passenger claims made under any travel insurance program entered into by such passengers with any of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or Sellers prior to the Closing Date, includingbut with respect to each such passenger claim, without limitation, any Liability for: (i) infringement or misappropriation only to the extent of Intellectual Property Rights; (ii) injury, death, property damage or losses caused the amount of the deposit for cruise charges received by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of Sellers from such a Legal Requirement; (n) Any Liability to any stockholders of Sellerpassenger; (o) Any Liability for the cost of repairing a boiler on the American Queen more particularly identified in Schedule 5.1(g)(ii) and the inspection fee that will be charged by the U.S. Coast Guard with respect to Matrigenthe American Queen after the Closing in the estimated amount of $40,000, Selective Genetics (formerly known as Prizm Pharmaceuticalsit being understood that within 30 days after the Closing the Sellers will retain a firm reasonably acceptable to the Purchaser to repair the boiler, Inc.) or any and promptly following the completion of their respective affiliates or Representativessuch repair work, the Sellers will arrange for the inspection of the American Queen by the U.S. Coast Guard; (p) Any Liability arising out of or relating for the Travel Vouchers to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan extent set forth in Section 4.5 of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement;; and (q) Any Liability arising out without limitation by the specific enumeration of or in the foregoing, any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, Liabilities of the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment Sellers not purchased by Buyer and any expenses associated with any Seller Contracts not expressly assumed by Buyer hereunderthe Purchaser pursuant to the provisions of Section 2.3, including any Liability related to the ownership, use or operation of the Acquired Assets or the use or conduct of the Business prior to the Closing.

Excluded Liabilities. Except Purchaser shall not assume or become liable for any obligations, commitments, or liabilities of Sellers, whether known or unknown, absolute, contingent, or otherwise, and whether or not related to the Acquired Assets, except for the Assumed Liabilities, Buyer shall Liabilities (the obligations and liabilities of Sellers not assume and shall not be liable or responsible for any Liability of Seller, irrespective of whether such Liability existed (or related assumed by Purchaser are hereinafter referred to Seller’s action or inaction) prior to, on or after as the Closing Date (collectively, the “"Excluded Liabilities”"). Without limiting the foregoinggenerality of the preceding sentence, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to: (a) Any assets, properties or Contracts that are not included in the Purchased Assets; (b) Any breaches of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and Excluded Liabilities include all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation liabilities of any kind paid to, accrued with respect to, or that would be payable to (whether or Sellers not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date specifically described in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below)SECTION 2.1 hereof, including, without limitation, the hiringfollowing: (a) Except as assumed by Purchaser as provided in SECTION 2.1(B), engagement (i) any liabilities arising out of any Employee Benefit Plan (as hereinafter defined) and termination (ii) any liability in excess of its Contractorsthe Medical Tail Cap; (rb) Any Liability for credit balanceslosses, credit memos costs, expenses, damages, claims, demands and all judgments of every kind and nature (including the defenses thereof and reasonable attorneys' and other amounts due professional fees) related to, arising out of, or in connection with Sellers' failure to customerscomply with any applicable laws governing the bulk transfer of assets or any similar statute(s) as enacted in any jurisdiction, suppliersdomestic or foreign, dealers and distributors; andaffecting title to the Acquired Assets except such liability as arises as a result of Purchaser's failure to pay Assumed Liabilities; (sc) Any costs Except as described in SECTION 2.1(B) or expenses incurred in shutting down and removing equipment not purchased by Buyer (C), any liability or obligation arising or accruing prior to the Effective Time under any Real Property Lease or Contract (other than the Major Equipment Leases) and any expenses associated liability or obligation arising from or related to any breach or violation by Sellers of or default by Sellers under any provision of any Real Property Lease or Contract; (d) Except to the extent otherwise assumed pursuant to SECTION 2.1, contracts, leases, warranties, commitments, agreements, arrangements, guaranties of payment and/or performance, and purchase and sale orders; (e) Except to the extent otherwise assumed pursuant to SECTION 2.1, any liability of Sellers with respect to any Seller Contracts claim or cause of action, regardless of when made or asserted, which arises out of or in connection with the operations of the Furniture Business by Sellers prior to the Effective Time; (f) Warranty claims, charge-backs and returns that (i) relate to (x) defective products which are returned, or (y) defective products (as opposed to customer accommodations) to the extent agreed to by Sellers, which agreement shall not assumed by Buyer hereunder.be unreasonably withheld or delayed; and (ii) in either such case are individually in excess of $10,000, but only to the extent that the excess of (A) the aggregate amount of such warranty claims, charge-backs and returns, over (B) the unutilized amount of the Warranty and Bad Debt Reserves on the Audited Closing Date Working Capital Schedule, is greater than $250,000 ("Material Warranty and Bad Debt Claims"). For purposes of this SECTION 2.2(F), "Warranty and Bad Debt Reserves" means those reserves related to the Furniture Business for warranty claims, chargebacks and returns as determined pursuant to SCHEDULE 3.3(B) and (ii) reserves for bad debts, as determined pursuant to the procedures set forth on SCHEDULE 3.3(B) and consistent with past practices of the Sellers;

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume and shall not be liable or responsible for any Liability of Seller, irrespective of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assumepay, and does not assume, any Liability at any time arising from perform or attributable to:otherwise discharge the following liabilities or obligations (the "Excluded Liabilities"): (a) Any assets, properties liabilities or Contracts obligations of Sellers that are not included expressly set forth as liabilities or obligations being assumed by Buyer in the Section 2.3 and any liabilities or obligations in respect of any Excluded Assets or other assets of Sellers which are not Purchased Assets; (b) Any breaches liabilities or obligations in respect of any Seller Contract on or prior Taxes attributable to the ownership, operation or use of Purchased Assets for taxable periods, or portions thereof, ending before the Closing Date Date, except for Taxes for which Buyer is liable pursuant to Sections 3.5 or 6.8(a) hereof and any payments liability in respect of PURTA not otherwise expressly assumed by Buyer under Section 3.5 ▇▇▇▇of; (c) Any liabilities or amounts due or other obligations of Sellers accruing under any Seller Contract on of Sellers' Agreements or the Operating Agreements prior to the Closing Date; (cd) Taxes attributable Any and all asserted or unasserted liabilities or obligations to third parties (including employees) for personal injury or imposed upon Sellertort, or attributable to similar causes of action arising solely out of the ownership or imposed upon operation of the Purchased Assets or the Business which are allocable prior to the Pre-Closing Period; (d) Any loansDate, other indebtedness, than any liabilities or accounts payableobligations which have been assumed by Buyer in Section 2.3(d); (e) AccidentsAny fines, misconductpenalties or costs imposed by a Governmental Authority resulting from (i) an investigation, negligenceproceeding, request for information or inspection before or by a Governmental Authority pending prior to the Closing Date but only regarding acts which occurred prior to the Closing Date, or breach (ii) illegal acts, willful misconduct or gross negligence of fiduciary duty occurring Sellers prior to the Closing Date, other than, any such fines, penalties or costs which have been assumed by Buyer in Section 2.3(d); (f) Any payment obligations of Sellers for goods delivered or services rendered prior to the Closing Date, including, but not limited to, rental payments pursuant to the Real Property Leases; (g) Any liability, obligation or responsibility under or related to Environmental Laws or the common law, whether such liability or obligation or responsibility is known or unknown, contingent or accrued, arising as a result of or in connection with loss of life, injury to persons or property or damage to natural resources (whether or not such loss, injury or damage arose or was made manifest before the Closing Date or arises or becomes manifest on or after the Closing Date) to the extent caused (or allegedly caused) by the off-Site disposal, storage, transportation, discharge, Release, or recycling of Hazardous Substances, or the arrangement for such activities, of Hazardous Substances, prior to the Closing Date, in connection with the ownership or operation of the Purchased Assets, provided that for purposes of this Section "off-Site" does not include any location to which Hazardous Substances disposed of or Released at the Purchased Assets have migrated; (h) Any liability, obligation or responsibility under or related to Environmental Laws or the common law, whether such liability or obligation or responsibility is known or unknown, contingent or accrued, arising as a result of or in connection with the investigation and/or Remediation (whether or not such investigation or Remediation commenced before the Closing Date or commences on or after the Closing Date) of Hazardous Substances that are disposed, stored, transported, discharged, Released, recycled, or the arrangement of such activities, prior to the Closing Date, in connection with the ownership or operation of the Purchased Assets, at any off-Site location, provided that for purposes of this Section "off-Site" does not include any location to which Hazardous Substances disposed of or Released at the Purchased Assets have migrated; (i) Third party liability for toxic torts arising as a result of or in connection with loss of life or injury to persons (whether or not such loss or injury arose or was made manifest on or after the Closing Date) caused (or allegedly caused) by the presence or Release of Hazardous Substances at, on, in, under, adjacent to or migrating from the Purchased Assets prior to the Closing Date; (fj) Any legal proceeding initiated at any time, to Civil or criminal fines or penalties wherever assessed or incurred for violations of Environmental Laws arising from the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation operation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (k) Subject to Section 6.10, any liabilities or obligations relating to any Benefit Plan maintained by Sellers or any trade or business (whether or not incorporated) which is or ever has been under common control, or which is or ever has been treated as a single employer, with a Seller under Section 414(b), (c), (m) or (o) of the Code ("ERISA Affiliate") or to which a Seller and any ERISA Affiliate contributed thereunder (the "ERISA Affiliate Plans"), including but not limited to any liability with respect to any such plan (i) Seller’s performance for benefits payable under such plan; (ii) to the Pension Benefit Guaranty Corporation under Title IV of this Agreement ERISA; (iii) relating to any such plan that is a multi-employer plan within the meaning of Section 3(37)A of ERISA; (iv) for non-compliance with the notice and the Transactionbenefit continuation requirements of COBRA; (v) for noncompliance with ERISA or any other applicable laws; or (vi) arising out of or in connection with any suit, proceeding or claim which is brought against Buyer, any Benefit Plan, ERISA Affiliate Plan, or any fiduciary or former fiduciary of any such Benefit Plan or ERISA Affiliate Plan; (jl) Any Environmental LawSubject to Section 6.10, which Liability relates any liabilities or obligations relating to the employment or arises out termination of employment, by a Seller, or any Affiliate of a Seller, of any individual, that is attributable to any actions or inactions (iincluding discrimination, wrongful discharge, unfair labor practices or constructive termination) any acts or omissions of Seller on or by the Sellers prior to the Closing Date other than such actions or (ii) any facts, circumstances or conditions existing on or prior to inactions taken at the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal written direction of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable Subject to SellerSection 6.10, the Purchased Assets any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or the Assumed Liabilities on similar benefits accruing or arising prior to the Closing Date under any term or provision of any Liability for a violation contract, plan, instrument or agreement relating to any of such a Legal Requirementthe Purchased Assets; (n) Any Liability to liability of a Seller arising out of a breach by Seller or any stockholders of Seller;its Affiliates of any of their respective obligations under this Agreement or the Ancillary Agreements; and (o) Any Liability liability or obligation of Genco relating to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) the period prior to the Closing except for liabilities or any of their respective affiliates or Representativesobligations assumed by Buyer under Section 2.3; (p) Any Liability arising out of or liability relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated Pollution Control Revenue Bonds except as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest provided in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderSection 6.12.

Excluded Liabilities. Except for Notwithstanding any provision in this Agreement, Buyer is assuming only the Assumed LiabilitiesLiabilities and is not assuming any other liability or obligation of whatever nature, Buyer whether presently in existence or arising hereafter. All such other (38) If Option is exercised for Raleigh market. (39) If Option is exercised for Cincinnati market. (40) If Option is exercised for Las Vegas market. liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not assume and shall not be liable or responsible for any Liability of Seller, irrespective of whether such Liability existed (or related being assumed being herein referred to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, as the “Excluded Liabilities”). Without limiting , and, notwithstanding anything to the foregoingcontrary in Section 2.03, Seller none of the following shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable toAssumed Liabilities for the purposes of this Agreement: (a) Any assetsany liability or obligation under or with respect to any Assumed Contract, properties Permit, Governmental Order, Real Property Lease or Contracts that are not included in Lease required by the Purchased Assets; (b) Any breaches of any Seller Contract on or terms thereof to be discharged prior to the Closing Date or as set forth on Disclosure Schedule Section 2.04(a); (b) any payments liability or amounts due obligation for which the Sellers have already received or other obligations under any Seller Contract on will receive the partial or prior full benefit of the asset to which such liability or obligation relates, but only to the Closing Dateextent of such benefit received; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable liability related to the Pre-Closing PeriodIndebtedness, including as set forth on Disclosure Schedule Section 2.04(c); (d) Any loansany liability or obligation relating to or arising out of any of the Excluded Assets or any Employee Plan, other indebtednessexcept, with respect to any liability or accounts payableobligation relating to or arising out of any Employee Plan, to the extent such liability or obligation is expressly assumed under Article VIII; (e) Accidents, misconduct, negligence, any Tax liability or breach of fiduciary duty occurring on obligation (except as expressly provided in Section 2.08(b) or prior Section 9.02) related to the Pre-Closing DateTax Periods; (f) Any legal proceeding initiated at any timeliability to indemnify, to the extent related reimburse or advance amounts to any action officer, director, employee or omission agent of the Sellers or any direct or indirect Subsidiary thereof, other than any liability to any Transferred Employee incurred on or prior to after the Closing applicable Employment Commencement Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any the liabilities and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued arising with respect to, to the ownership or that would be payable to (whether or not as a result operation of the Transaction)Business, any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medicalincluding the Purchased Assets, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this TransactionEffective Time; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including intercompany accounts payable of the Closing DateSellers; (i) Seller’s performance of this Agreement all liabilities and the Transaction; (j) Any obligations under Environmental Law, which Liability relates Laws or related to or arises Hazardous Materials arising out of (i) any acts or omissions of Seller on or prior relating to the Closing Date or (ii) any facts, circumstances circumstances, or conditions existing on that first existed, were initiated or prior to occurred during the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal ownership or arranging for disposal operation of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of by the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributorsSellers; and (sj) Any costs any liability of the Sellers under this Agreement or expenses incurred any document executed in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderconnection therewith, including the Ancillary Agreements.

Excluded Liabilities. Except for as expressly provided to the Assumed Liabilitiescontrary in Section 2.3 hereof, Buyer shall not assume and shall not or be liable for and under no circumstance shall Buyer be obligated to pay or responsible assume, and none of the Assets shall be or become liable for any Liability of Seller, irrespective of whether such Liability existed (or related to Seller’s action or inaction) prior subject to, on any liability, whether fixed or after contingent, recorded or unrecorded, known or unknown, currently existing or hereafter arising, including, without limitation, the Closing Date following (collectively, the “"Excluded Liabilities”). Without limiting "): 2.4.1 current liabilities or accounts payable, long-term liabilities and all indebtedness and obligations or guarantees of Seller; 2.4.2 liabilities or obligations arising under the foregoingterms of the Medicare, Seller shall retain and be solely responsible forMedicaid, and Buyer shall not be obligated to assumeTRICARE, and does not assumeBlue Cross or other third party payor programs, including, without limitation, any Liability at any time retroactive denial of claims and civil monetary penalties; 2.4.3 liabilities or obligations arising from or attributable to: in respect of any claims alleging violations of the False Claims Act or qui tam actions (aregardless of whether the federal government has intervened) Any assets, properties or Contracts that are not included in the Purchased Assetsalleging violations of federal law; (b) Any breaches of 2.4.4 any obligation or liability accruing, arising out of, or relating to any federal, state or local investigations of, or claims or actions against, Seller Contract on or prior to the Closing Date or any payments of its affiliates or amounts due employees, medical staff, agents, vendors or other obligations under any Seller Contract on representatives with respect to acts or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty omissions occurring on or prior to the Closing Date; 2.4.5 any federal, state or local tax liabilities or obligations, including, without limitation, any income tax, any franchise tax, any tax recapture, any sales and/or use tax, any real or personal property tax, any state and local recording fees and taxes that may arise upon the consummation of the transactions set forth herein, any FICA, FUTA or workers' compensation taxes and any and all other taxes or amounts due and payable as a result of the exercise by any of Seller's employees of such employees' right to vacation, sick leave and holiday benefits (f) Any legal proceeding initiated at any time, except to the extent included in the Value of Accrued PTO); 2.4.6 liability for any and all claims by or on behalf of employees, liabilities or obligations arising out of or associated with any Employee Benefit Plan (as hereinafter defined), liability of or for any EEOC claim, wage and hour claim, unemployment compensation claim or workers' compensation claim and liability for all employee wages and benefits, including, without limitation, accrued vacation, sick leave, holiday pay, severance pay and related taxes or other liability related thereto (except to the extent included in the Value of Accrued PTO); 2.4.7 liabilities or obligations arising out of any breach of any contract, commitment or agreement; 2.4.8 liabilities or obligations arising under the Excluded Contracts; 2.4.9 liabilities arising from or related to any action assignment of any Contract to Buyer; 2.4.10 any liability arising out of or omission in connection with the operation of the Surgery Center prior to and including the Closing Date; 2.4.11 any liability arising out of or in connection with claims for acts or omissions which allegedly occurred on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injuryall malpractice and general liability claims, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction)same are disclosed in Schedule 4.15 hereto, any present pending, threatened, known or former Contractor of Seller; (ii) Seller Benefit Plans unknown; 2.4.12 liabilities or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination obligations in respect of any Contractor prior credit balance accounts or to refund amounts previously collected to any patient, third party payor or the Closing Date in accordance with this Agreement State of Texas; 2.4.13 liabilities arising from or in connection with this Transaction; (hi) Payments to employees any administrative ruling or for payroll Taxes other order, stipulation or decree of any federal, state or local agency or (ii) the violation of any federal, state or local act, statute, rule or regulation, decree or ordinance, Medicare or Medicaid program integrity or compliance agreement either involving Seller or relating to compensation or arising in connection with the use, operation, ownership or possession of any of the Surgery Center or the use, operation, ownership or possession of any of the Assets prior to Seller’s Contractors allocable to any period through and including the Closing Date; 2.4.14 any violation of an Environmental Law (ias hereinafter defined) Seller’s performance with respect to the operation of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or Surgery Center that occurred prior to the Closing Date Closing; and 2.4.15 any debt, obligation, expense or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability liability arising out of or relating incurred as a result of any transaction in respect of the Surgery Center which occurred prior to the following agreements (collectivelyClosing or for any violation by Seller of any law, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) regulation or ordinance at any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereundertime.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer Purchaser shall not assume and shall not be liable obligated to pay, perform or responsible for otherwise discharge any Liability liabilities and obligations of SellerSellers not expressly assumed pursuant to this Agreement, irrespective of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or after the Closing Date including without limitation (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to:): (a) Any assets, properties or Contracts that are not included all interest bearing liabilities in respect of money borrowed by the Purchased Assets; (b) Any breaches Business as of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (cb) Taxes attributable subject to Section 2.5, all liabilities in respect of causes of action, claims, suits or imposed upon Seller, proceedings of or attributable involving third parties against Sellers relating to the Business or imposed upon the Purchased Assets arising out of incidents or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty events occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, all insurance (including, without limitation, workers compensation, general liability, automobile and property damage) claims with an incident date on or prior to the Closing Date and all other claims as set forth on Schedule 2.4(b) of Sellers Disclosure Schedule; (c) all liabilities for material breach or material non-performance under the Assumed Contracts or Assumed Leases occurring prior to the Closing Date, provided that Sellers shall retain such liability for material breach or material non-performance under the Assumed Contracts and Assumed Leases only in the event and to the extent that Purchaser shall have notified Sellers of any Liability for: such breach or non-performance within one year of the Closing Date; except, however, that Sellers shall retain and Purchaser shall not assume any such liabilities arising out of Sellers’ violations of Applicable Law (iincluding, without limitation, Environmental Law); (d) infringement any liabilities or misappropriation obligations of Intellectual Property Rights; Sellers in respect of any Excluded Assets or other assets of Sellers which are not Purchased Assets, whether or not such liabilities or obligations arise before or after the Closing Date; (iie) injuryany liabilities or obligations with respect to Taxes attributable to Sellers, deaththe Business, property damage or losses caused by the Purchased Assets for taxable periods, or any portion thereof, ending on or before the Seller Products; Closing Date; (f) any liabilities or (iii) violations obligations of ABM or CMS for the unpaid Taxes of any Legal RequirementsPerson under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law or regulation), as a transferee or successor, by contract, or otherwise; (g) Any and all payments, Liabilities, any liabilities or obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether of Sellers pursuant to a contractual obligation any employment or otherwise), severance payments, termination pay consulting agreements with either Seller and other special compensation any liabilities or obligations of Sellers pursuant to any kind paid to, accrued employment or similar agreements with respect to, any Employee or that would be payable to (whether independent contractor under the Seller Plans or not any stay bonus or similar arrangement entered into or created as a result of this transaction, unless specifically assumed (it being understood and agreed by the Transaction)parties that, to the extent obligations thereunder arise in the ordinary course of business, the Bonus Plan is being assumed by Purchaser hereunder) pursuant to this Agreement; (h) subject to Section 2.5 hereof, any present liabilities arising out of (1) incidents or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor events occurring prior to the Closing Date in accordance involving any violation of Environmental Laws with this Agreement respect to the operations of the Business prior to or as of the Closing Date, (2) actions or incidents occurring prior to the Closing Date that could form the basis for a claim of liability under Environmental Law, including without limitation, the release or disposal of Regulated Substances by or in connection with this Transaction; the Business; (h3) Payments to employees any Existing Environmental Conditions on, at, under or from any properties or facilities now or formerly owned, leased, or operated by the Sellers, the Business or any Predecessor; and (4) the storage, transportation, treatment, disposal, discharge, recycling or release of any Regulated Substances at any location by any Seller, the Business or any Predecessor on or before the Closing Date, or the arrangement by any Seller, the Business or any Predecessor for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including storage, transportation, disposal, discharge, recycling or release of any Regulated Substances at any location on or before the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Lawuse, which Liability relates to procurement, manufacture or arises out of (i) sale of, or exposure to, ACM in products manufactured, sold, installed or serviced in connection with the Business or any acts discontinued product or omissions of Seller product line on or prior to the Closing Date by any Seller or (ii) any facts, circumstances Predecessor and any other Asbestos Activity performed or conditions existing on undertaken by any Seller or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal Predecessor whether or arranging for disposal of Hazardous Substances not in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (sj) Any costs any obligations or expenses incurred in shutting down and removing equipment not purchased by Buyer and liabilities arising from or related to discontinued, sold or abandoned businesses, or commercial operations of Sellers or any expenses associated with any Seller Contracts not assumed by Buyer hereunderPredecessors.

Excluded Liabilities. Except for Notwithstanding any provision of this Agreement to the Assumed Liabilitiescontrary (and without implication that Purchaser is assuming any liability of Seller or the Business or any liability related to any of the Assets not expressly excluded), Buyer shall Purchaser is not assume assuming and shall not be liable required to pay, perform or responsible discharge any liabilities or obligations that are not specifically included in the Assumed Liabilities (the “Excluded Liabilities”). Seller shall (or shall cause an Affiliate to) pay, perform or discharge when due or required to be performed or discharged, or contest in good faith, the Excluded Liabilities. The Excluded Liabilities shall include the following: (a) all obligations and liabilities relating to or incurred in connection with the Excluded Assets; (b) all warranty and other obligations and liabilities based on any actual or alleged defect in the design, manufacture, quality, conformity to specification or fitness for purpose or maintenance requirements of any Liability product manufactured, licensed or sold by the Business, or any service provided by the Business, before the Closing Date, including all product liability, product or service warranty or maintenance obligations and liabilities and all obligations and liabilities in respect of Sellerproduct recalls or product warnings (including voluntary recalls and warnings reasonably intended to avoid or mitigate liability) in excess of the amount to be provided for such liabilities on the Closing Date Balance Sheet in accordance with Section 2.10(b)(iv); (c) all Pre-Closing Environmental Liabilities; (d) all liabilities for Tax for which Purchaser is entitled to payment under Section 5.7(d); (e) all liabilities related to, irrespective associated with or arising out of any breach or default, failure to perform, overcharges or underpayments, in each case arising from events or actions prior to the Closing under the contracts included in the Assets or Assumed Liabilities; (f) all legal, accounting, brokerage, investment banking and finder’s fees or other fees and expenses incurred by or on behalf of Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; (g) all liabilities related to, associated with or arising out of any action, claim, suit or proceeding with respect to the Assets or the operation of the Business prior to the Closing, whether such Liability existed (action, claim, suit or related to Seller’s action or inaction) proceeding is brought prior to, on or after the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to: (a) Any assets, properties or Contracts that are not included in the Purchased AssetsClosing; (bh) Any breaches all liabilities owed to any shareholder of any of the Transferred Companies or their respective Subsidiaries, including any liabilities under any shareholders’ agreement to which Seller Contract on or any of its Affiliates is or was a party; (i) all liabilities of Seller or its Affiliates related to, associated with or arising out of any infringement by Seller or its Affiliates of the Intellectual Property rights of any Person; (j) except as specifically assumed pursuant to Section 2.3(a)(iii), with respect to past or present employees of the Business, (1) all liabilities arising out of or in connection with any Plan or the employment of any such employee by Seller or any of its Affiliates (including all liabilities related to housing fund or social security fund obligations of Seller or any of its Affiliates to past or present employees pursuant to the Zhufang Gongjijin Guanli Tiaoli, the Shehui Baoxianfei Zhengjiao Zanxing Banfa or other laws or regulations of the PRC) prior to the Closing and (2) any liabilities for (i) medical, dental, disability income, life insurance or accidental death benefits, whether insured or self insured, for claims incurred or for disabilities commencing prior to the Closing Date, (ii) workers’ compensation (both long term and short term) benefits, whether insured or self-insured, to the extent accruing or based upon exposure to conditions prior to the Closing Date or any payments for claims incurred or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or for disabilities commencing prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations severance liabilities (including any severance liabilities under the Weifan He Jiechu Laodong Hetong De Jingji Buchang Banfa or other laws or regulations of any Legal Requirements; (gthe PRC) Any incurred prior to Closing, and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor accrued prior to the Closing Date in accordance with this Agreement Date, and (d) any salaries, bonuses or in connection with this Transaction; (h) Payments to employees other employee compensation of any such employee accruing or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including accrued before the Closing Date; (i) , including any accrued entitlements under Seller’s performance or any of this Agreement its Affiliate’s profit sharing plan (“Accrued Salaries and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(jBonuses”); (k) Any Liability for expenses and fees incurred by Seller incidental any obligation to pay any Sales Agent Fees related to the preparation of contracts included in the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and Assets that were incurred prior to the consummation of Closing Date to the Transaction, including, without limitation, all broker, counsel and accounting feesextent such liabilities exceed the provisioning (if any) made in the Closing Date Balance Sheet for such fees in accordance with section 2.10(b)(vi); (l) Any Liability arising out any other non-trade related liabilities of transactionsthe Business to Seller, commitments, infringements, acts any of its Affiliates or omissions not in the Ordinary Course of Businessany other third party; (m) Any Legal Requirement applicable to Seller, any and all liabilities of the Purchased Assets ChinaWeal Group or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement;Telecommunications Applications Services Division; and (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs liabilities of Lenovo AI or expenses incurred in shutting down and removing equipment not purchased the insurance industry-focused IT services business conducted by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderLenovo AI.

Excluded Liabilities. Except for Other than the Assumed LiabilitiesLiabilities and except as otherwise specifically provided in the Interim Services Agreement, Buyer shall not assume and shall not or be liable deemed to have assumed or guaranteed, or otherwise be responsible for, any other liability, obligation, or claim of any nature, whether direct or indirect, for any Liability debts, obligations or liabilities of SellerSellers or their respective Affiliates relating to the Acquired Assets, irrespective the Business or otherwise, without regard to whether such debt, obligation or liability is known, knowable, or unknown, matured or unmatured, liquidated or unliquidated, fixed or contingent, arising out of acts, omissions or occurrences prior to Closing or any conditions existing prior to Closing, even if such actions, omissions or conditions continue thereafter, and regardless of whether or not such Liability existed claims are listed on any schedule hereto (or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, Seller all liabilities and obligations of Sellers and their respective Affiliates, other than the Assumed Liabilities, shall retain be retained and remain obligations and liabilities of Sellers and their respective Affiliates and none of the following shall be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to“Assumed Liabilities” for the purposes of this Agreement: (a) Any assetsall obligations, properties liabilities, costs and damages relating to the ownership and operation of the Business prior to Closing, including all liabilities with respect to (i) any Product manufactured or Contracts that are not included sold prior to Closing, except as otherwise provided in the Purchased AssetsInterim Services Agreement, and (ii) any violation of any Applicable Law, including any Environmental Law, prior to Closing; (b) Any breaches any obligation, liability or deferred credit for Taxes arising from or with respect to the Acquired Assets or the operations of the Business which is incurred in or attributable to any Seller Contract period ending on or prior to Closing unless such item is attributable to any action taken by Buyer after the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or but prior to the close of business on the Closing Date; (c) Taxes attributable any obligation, liability, costs and damages relating to any advances, loans, notes or imposed upon Seller, or attributable to or imposed upon other obligations (including the Purchased Assets or the Business which are allocable to the Pre-Closing Periodinterest incurred thereon) owed by Sellers; (d) Any loansany obligations, other indebtednessliability, costs and damages relating to any Environmental Claim in respect of the Business arising from or accounts payablerelating to actions, inactions, events or conditions arising or occurring on or prior to Closing; (e) Accidentsthe Royalty Obligations and the R▇▇▇▇▇ Payment Obligations, misconductwhether incurred prior to, negligence, or breach of fiduciary duty occurring on or prior to after the Closing Date;Closing; and (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets liability set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation Section 2.4 of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderDisclosure Schedule.

Excluded Liabilities. Except for Notwithstanding anything contained herein to the Assumed Liabilitiescontrary, Buyer shall not not, nor shall any of its Affiliates, assume or cause to be assumed, or be deemed to have assumed and shall not be liable or responsible for to pay, perform or discharge any Liability liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or after the date hereof) of SellerSeller or any of its Affiliates, irrespective other than Assumed Liabilities, including, without duplication: (a) if applicable, all expenses related to assignments or transfers of whether such Liability existed Intellectual Property Assets made to Seller by Affiliates of Seller or predecessors-in-interest of the Acquired Assets prior to Closing (or related to Seller’s action or inaction) prior to, on or after the Closing Date in connection with any IP Title Defect Corrections Actions required under and pursuant to Section 6.12), including all such legal expenses and filing fees for recordation with applicable Governmental Entities; (b) any and all liabilities for (i) Taxes of or imposed on Seller for any period, (ii) Taxes related or attributable to the Acquired Assets for any taxable period or portion thereof ending on or before the Closing Date, (iii) Transfer Taxes, (iv) Taxes of any Person for which Seller or any beneficial owner of Seller is liable under Treasury Regulation Section 1.1502-6 (or any similar provision of any state, local or non-U.S. Law), or as a transferee or successor or under any Contract or otherwise and (v) Taxes pertaining to the Excluded Assets or the Excluded Liabilities for any period; (c) any liabilities or obligations arising out of or relating to the employment or termination of employment of any employee or consultant of Seller or any of its Affiliates (including under any employment or related benefits plans), including, all liabilities or obligations arising out of or relating to the termination of any such employee on or after the Closing; (d) liabilities or obligations of Seller arising from an audit, notice of action, penalty, complaint or investigation by the United States Customs and Border Protection, the United States Customs Services or any other Governmental Entity or otherwise relating to any claim of violation of or non-compliance with any Law; (e) liabilities and obligations of arising from the operations of the ▇▇▇▇▇ Business; (f) any amounts due to Seller’s Affiliates; (g) all Transaction Costs of Seller and its Affiliates; (h) any liabilities or obligations of Seller or any of its Affiliates under any Contract or oral agreement other than the Assigned Contracts; (i) any liabilities or obligations of Seller, its Affiliates or the ▇▇▇▇▇ Business prior to the Closing, whether or not such other liabilities or obligations arose before, at or after the Closing; (j) any liabilities or obligations of Seller or any of its Affiliates that relate to any indemnity, defense or hold harmless provision or agreement for occurrences prior to the Closing Date; or (k) any liability, obligation or Taxes related to the Excluded Assets (such liabilities or obligations that are not Assumed Liabilities, collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to: (a) Any assets, properties or Contracts that are not included in the Purchased Assets; (b) Any breaches of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunder.

Excluded Liabilities. Except for the Assumed LiabilitiesLiabilities specifically set forth in Section 2.7 above, Buyer shall is not assume assuming, and shall not be liable the Assumed Liabilities expressly exclude, any debt, liability, duty or responsible for obligation, whether known or unknown, fixed or contingent, of Seller including, without limitation, any Liability of Seller, irrespective of whether such Liability existed (liabilities or obligations related to Seller’s action the Products which are outstanding or inaction) prior tounpaid as of the date hereof or connected in any way with any retirement, on medical, life, disability or after other Employee Plan of Seller or any Benefits Liabilities of Seller (the Closing Date (collectively, the “"Excluded Liabilities”"); it being expressly understood that the foregoing does not preclude Buyer from assuming responsibility for Employee Plan Liabilities or other Benefits Liabilities pursuant to separate written agreements between Buyer and Seller. Without limiting the foregoing, Seller shall retain and be solely responsible forall liabilities, and Buyer shall not be obligated to assumeincluding any liabilities for Taxes, and does not assume, any Liability at any time arising from or attributable related to: : (ai) Any assetsSeller's operations, properties whenever arising or Contracts that are not included in incurred, or Seller's ownership of the Purchased Assets; (b) Any breaches of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to Products and Acquired Assets through the Closing Date; ; (cii) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business 's termination of any Contracts which are allocable to the Pre-Closing Period; not Transferred Contracts; (diii) Any loans, other indebtedness, any of Seller's employees hired by Buyer that accrues or accounts payable; (e) Accidents, misconduct, negligence, or breach arises as of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, includingor any of Seller's other agents, without limitationconsultants, any Liability for: (i) infringement independent contractors, employees or misappropriation of Intellectual Property Rights; (ii) injuryformer employees, deathwhenever arising, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all paymentsin each case including workers' compensation, Liabilitiesseverance, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations bonuses or under any incentive compensation planEmployee Plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of any such employees shall accept employment with Buyer in connection with the Transaction), any present or former Contractor of Sellertransactions contemplated hereby; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iiiiv) the termination of any Contractor Products and arising prior to the Closing Date in accordance with this Agreement Date; or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (iv) any acts implied or omissions explicit warranty obligations of Seller on or with respect to the Products entered into prior to the Closing Date or (ii) any factsDate, circumstances or conditions existing on or prior to shall be Excluded Liabilities and shall remain the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal responsibility of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or except as otherwise specifically included within the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderLiabilities.

Excluded Liabilities. Except Purchaser shall not assume or become liable for any obligations, commitments, or liabilities of Sellers, whether known or unknown, absolute, contingent, or otherwise, and whether or not related to the Acquired Assets, except for the Assumed Liabilities, Buyer shall Liabilities (the obligations and liabilities of Sellers not assume and shall not be liable or responsible for any Liability of Seller, irrespective of whether such Liability existed (or related assumed by Purchaser are hereinafter referred to Seller’s action or inaction) prior to, on or after as the Closing Date (collectively, the “"Excluded Liabilities”"). Without limiting the foregoinggenerality of the preceding sentence, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to: (a) Any assets, properties or Contracts that are not included in the Purchased Assets; (b) Any breaches of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and Excluded Liabilities include all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation liabilities of any kind paid to, accrued with respect to, or that would be payable to (whether or Sellers not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date specifically described in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below)SECTION 2.1 hereof, including, without limitation, the hiringfollowing: (a) Except as assumed by Purchaser as provided in SECTION 2.1(b), engagement (i) any liabilities arising out of any Employee Benefit Plan (as hereinafter defined) and termination (ii) any liability in excess of its Contractorsthe Medical Tail Cap; (rb) Any Liability for credit balanceslosses, credit memos costs, expenses, damages, claims, demands and all judgments of every kind and nature (including the defenses thereof and reasonable attorneys' and other amounts due professional fees) related to, arising out of, or in connection with Sellers' failure to customerscomply with any applicable laws governing the bulk transfer of assets or any similar statute(s) as enacted in any jurisdiction, suppliersdomestic or foreign, dealers and distributors; andaffecting title to the Acquired Assets except such liability as arises as a result of Purchaser's failure to pay Assumed Liabilities; (sc) Any costs Except as described in SECTION 2.1(b) or expenses incurred in shutting down and removing equipment not purchased by Buyer (c), any liability or obligation arising or accruing prior to the Effective Time under any Real Property Lease or Contract (other than the Major Equipment Leases) and any expenses associated liability or obligation arising from or related to any breach or violation by Sellers of or default by Sellers under any provision of any Real Property Lease or Contract; (d) Except to the extent otherwise assumed pursuant to SECTION 2.1, contracts, leases, warranties, commitments, agreements, arrangements, guaranties of payment and/or performance, and purchase and sale orders; (e) Except to the extent otherwise assumed pursuant to SECTION 2.1, any liability of Sellers with respect to any Seller Contracts claim or cause of action, regardless of when made or asserted, which arises out of or in connection with the operations of the Furniture Business by Sellers prior to the Effective Time; (f) Warranty claims, charge-backs and returns that (i) relate to (x) defective products which are returned, or (y) defective products (as opposed to customer accommodations) to the extent agreed to by Sellers, which agreement shall not assumed by Buyer hereunder.be unreasonably withheld or delayed; and (ii) in either such case are individually in excess of $10,000, but only to the extent that the excess of (A) the aggregate amount of such warranty claims, charge-backs and returns, over (B) the unutilized amount of the Warranty and Bad Debt Reserves on the Audited Closing Date Working Capital Schedule, is greater than $250,000 ("Material Warranty and Bad Debt Claims"). For purposes of this SECTION 2.2(f), "Warranty and Bad Debt Reserves" means those reserves related to the Furniture Business for warranty claims, chargebacks and returns as determined pursuant to SCHEDULE 3.3(b) and (ii) reserves for bad debts, as determined pursuant to the procedures set forth on SCHEDULE 3.3(b) and consistent with past practices of the Sellers;

Excluded Liabilities. Except Neither Newco nor Purchaser shall assume any Liabilities, commitments or obligations (contingent or absolute and whether or not determinable as of the Closing) of any Seller or ▇▇▇▇▇▇’▇ (including any predecessor), except for the Assumed Liabilities as specifically and expressly provided for above, whether such Liabilities or obligations relate to payment, performance or otherwise, and all Liabilities, Buyer shall commitments or obligations not assume and shall not be liable or responsible for any Liability of Seller, irrespective of whether such Liability existed expressly transferred to Newco hereunder as Assumed Liabilities (or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, the “Excluded Liabilities”)) shall be retained or assumed by the Sellers and ▇▇▇▇▇▇’▇, who shall remain liable therefor. Without limiting For the avoidance of doubt and without limitation to the foregoing, Seller all of the following shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to: (a) Any assets, properties or Contracts that are not included in the Purchased Assets; (b) Any breaches of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to considered Excluded Liabilities (whether or not as a result of disclosed, referred to, accrued or reserved for on the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans Financial Statements or any employee group medical, dental Disclosure Schedule or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date;Exhibit hereto): (i) Seller’s performance any Liabilities or obligations in respect of this Agreement and the Transactionany Funded Indebtedness of ▇▇▇▇▇▇’▇, any Seller or Newco; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any factsLiabilities or obligations arising out of, circumstances resulting from or conditions existing on or prior to the Closing Date relating to Hazardous Substances(A) any claim, includingobligation or litigation, without limitationregardless of when made, any managementasserted, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documentsinstituted, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements conduct of the Business or events or conditions at the Premises prior to the Closing so long as any such claim, obligation or liability is not scheduled on Schedule 1.1.2(a)(i), (collectively, the “Prior Agreements”): (iB) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; California Break-Pay Litigation or (iiC) the Asset Purchase Agreement, dated claims or expenses incurred but not yet reported as of November 23, 2004, by and between Selective Genetics and Seller; and/or the Closing; (iii) any other third party contract Liabilities or arrangement (obligations, whether written or oral) that relates not reflected in the Financial Statements, in respect of escheatable property or the failure to Seller’s acquisition of its rightproperly account for, title report and interest in and remit such property to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributorsapplicable Governmental Authority; and (siv) Any costs any claims, Liabilities or obligations arising out of, resulting from or relating to the Excluded Assets, including the Excluded Contracts; (v) any Liabilities or obligations arising pursuant to Environmental Laws in respect of the ownership or operation of the Business or its properties or facilities prior to the Closing; (vi) (A) any Liability or obligation relating to or arising under any Corporation Benefit Plan, any “employee benefit plan” (as defined in Section 3(3) of ERISA), or any other benefit plan, program or arrangement at any time maintained, sponsored, contributed or required to be contributed to by Sellers, ▇▇▇▇▇▇’▇ or any of their Affiliates, or with respect to which Sellers, ▇▇▇▇▇▇’▇ or any of their Affiliates has any current or potential Liability or obligation, and (B) any Liability or obligation arising out of, relating to or incurred in connection with the employment or service by, or termination from employment or service with (including in connection with the Restructuring), Sellers, ▇▇▇▇▇▇’▇ or any of their Affiliates, of any Person, including any and all Liabilities or obligations pertaining to any salary or wages, bonuses or any other type of compensation or benefits except to the extent accrued in the Working Capital as set forth on the Closing Financial Statements; (vii) any Liability arising from any pending claim as set forth on Schedule 1.1.2(b)(vii); and (viii) claims or expenses incurred in shutting down and removing equipment but not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderyet reported as of the Closing Date.

Excluded Liabilities. Except for Notwithstanding the Assumed Liabilitiesprovisions of Section 1.04 or any other provision in this Agreement to the contrary, Assets Buyer shall not assume and shall not be liable responsible to pay, perform or responsible for discharge any Liability Liabilities of Seller, irrespective Seller or any of whether such Liability existed its Affiliates (other than TMS Sub) of any kind or related to Seller’s action or inaction) prior to, on or after nature whatsoever other than the Closing Date Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, Seller the Excluded Liabilities shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable toinclude the following: (a) Any assetsany Liabilities of Seller arising or incurred in connection with the negotiation, properties or Contracts that are not included in preparation, investigation and performance of this Agreement, the Purchased AssetsTransaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others, including the Seller Transaction Expenses; (b) Any breaches any Liability for, without duplication, (i) all Taxes of, imposed on or owed by Seller (or any stockholder or Affiliate of Seller) for any period; (ii) all Taxes relating or attributable to the Excluded Assets or Excluded Liabilities for any period; (iii) all Taxes relating to the Business or the Purchased Assets (including Taxes described in Section 5.08(e)(i)), or the Assumed Liabilities related to any Pre-Closing Tax Period and any Straddle Period (such Taxes for a Straddle Period determined in accordance with the principles of Section 5.08(e)); (iv) Transfer Taxes that are the responsibility of Seller pursuant to Section 5.08(f)); or (v) all Taxes of Seller (or any stockholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller Contract on (or prior any stockholder or Affiliate of Seller) that becomes a Liability of Assets Buyer under any common law doctrine of de facto merger or transferee or successor liability, any bulk sales, bulk transfer or similar Laws or otherwise by operation of contract or Law); (c) any Liabilities relating to or arising out of the Excluded Assets; (d) any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets to the Closing Date or any payments or amounts due or other obligations under any Seller Contract extent such Action relates to such operation on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidentsany Liabilities relating to, misconduct, negligence, arising under or breach of fiduciary duty occurring on or prior to the Closing Datein connection with any Seller Debt; (f) Any legal proceeding initiated at any timeLiabilities relating to, to the extent related to arising under or in connection with any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal RequirementsBenefit Plan; (g) Any and all paymentsany recall, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits design defect or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation similar claims of any kind paid to, accrued with respect to, products manufactured or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of sold by Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments any product Liability or similar claim for injury to employees a Person or for payroll Taxes relating property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller or any of its Affiliates, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to compensation to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold by Seller or any of its Affiliates or any service performed by Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and any Environmental Claims, or Liabilities under Environmental Laws, to the Transaction; (j) Any Environmental Law, which Liability relates to or arises extent arising out of (i) any acts or omissions of Seller on or prior relating to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date or otherwise to the extent arising out of any actions or omissions of Seller; (j) any Liabilities of Seller relating to Hazardous Substancesany present or former employees, agents or independent contractors of Seller, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection associated with any predecessor operations claims for (i) wages or other benefits; (ii) workers’ compensation; or (iii) accrued and unused vacation, sick leave and other paid time off, in each case except to the extent included on Exhibit A as current liabilities and taken into account in the calculation of the Business or otherwise; provided that parties acknowledge and agree that Working Capital as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j)Closing; (k) Any Liability for expenses and fees incurred any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Seller (including with respect to any breach of fiduciary obligations by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting feessame); (l) Any Liability arising any Liabilities under the Excluded Contracts or any other Contracts, including Intellectual Property Licenses, (i) which are not Business Contracts; (ii) which are not validly and effectively assigned to Assets Buyer pursuant to this Agreement; (iii) which do not conform to the representations and warranties with respect thereto contained in this Agreement; or (iv) to the extent such Liabilities arise out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course relate to a breach by Seller of Business;such Contracts prior to Closing; and (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed those Liabilities of Seller specifically set forth on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined belowSchedule 1.05(m), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunder.

Excluded Liabilities. Except In furtherance of the agreement set out in Section 2.3 and for the Assumed Liabilitiesavoidance of doubt, Buyer shall not assume and shall not or be liable obligated to pay, perform or responsible for otherwise discharge any Liability liability or obligation of Seller, irrespective of whether direct or indirect, known or unknown, absolute or contingent, (all such Liability existed (or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, liabilities and obligations not being assumed being herein called the “Excluded Liabilities”). Without limiting ) including without limitation, the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable tofollowing: (a) Any assets, properties or Contracts that are not included Real Property Withholding Tax and any liabilities in the Purchased Assets;respect of Taxes for which Seller is liable pursuant to Section 8.2; Table of Contents (b) Any breaches any intercompany payables and other liabilities or obligations of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Dateof its Affiliates; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Periodany other liabilities that Seller expressly assumes under this Agreement; (d) Any loans, other indebtedness, or accounts payableany costs and expenses incurred by Seller incident to its negotiation and preparation of this Agreement; (e) Accidents, misconduct, negligence, any liabilities or breach obligations in respect of fiduciary duty occurring on or prior to the Closing Dateany Excluded Assets; (f) Any legal proceeding initiated at any time, to liabilities in respect of the extent related to any action claims or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirementsproceedings described in Schedule 5.19; (g) Any any liabilities and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid related to, accrued associated with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises arising out of (i) the occupancy, operation, use or control of any acts or omissions of Seller the Tangible Property on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing the operation of the Business on or prior to the Closing Date relating to Hazardous SubstancesDate, including without limitation in each case incurred or imposed by any Environmental Law (including, without limitation, any managementRelease of any Contaminant on, disposal at or arranging for disposal of Hazardous Substances in connection with from (1) the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the TransactionTangible Property, including, without limitation, all brokerfacilities, counsel improvements, structures and accounting feesequipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder, or any conditions whatsoever on, under or in the vicinity of such real property) or (2) any real property or facility owned by a third Person to which Contaminants generated by the Business were sent prior to the Closing Date); (lh) Any Liability arising out any product liability or claims for injury to person or property, regardless of transactionswhen made or asserted, commitmentsrelating to products manufactured, infringements, acts distributed or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets sold by Seller or the Assumed Liabilities services performed by Seller on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement;Date; or (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) any recalls on or after the Agreement and Plan Closing Date mandated by any Governmental Body of Mergerthe products manufactured, distributed or sold by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract Seller on or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and prior to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderClosing Date.

Excluded Liabilities. Except for Anything in this Agreement to the Assumed Liabilitiescontrary notwithstanding, Buyer other than as set forth in Section 2.4, Acquisition Company shall not assume assume, and shall not be liable deemed to have assumed, any liability or responsible for any Liability obligation of Seller, irrespective of whether Prince whatsoever (with all such Liability existed (or related unassumed liabilities and obligations referred to Seller’s action or inaction) prior to, on or after herein as the Closing Date (collectively, the “"Excluded Liabilities”"). Without limiting the foregoingExcluded Liabilities will include, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assumewithout limitation, any Liability at any time arising from or attributable toof the following liabilities and obligations: (a) Any assets, properties any liabilities or Contracts that are not included in obligations for Indebtedness of Prince (other than Indebtedness arising under the Purchased AssetsSolomon Grind Non-Compete Agreement); (b) Any breaches any liabilities for foreign, federal or state income Taxes of Prince or for other Taxes (except for any Seller Contract on or prior such other Taxes to the Closing Date extent reflected in liabilities described in Section 2.4(b) or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date(c)); (c) Taxes attributable to any liabilities or imposed upon Sellerobligations under the Personal Property Leases, or attributable to or imposed upon the Purchased Assets Employee Agreements or the Business which are allocable Other Contracts arising out of any default or breach that occurred prior to the Pre-Closing PeriodClosing; (d) Any loans, other indebtedness, or accounts payableany liabilities for Phibro Transaction Costs; (e) Accidentsany liabilities or obligations arising out of any legal action, misconductsuit, negligence, proceeding or breach investigation pending as of fiduciary duty occurring on or prior to the Closing DateClosing; (f) Any any liabilities or obligations arising out of any legal action, suit, proceeding initiated at any time, or investigation commenced after the Closing and to the extent related arising out of any occurrence or event happening prior to the Closing; (g) any action liabilities or omission obligations arising out of Prince's compliance or non-compliance with any statute, judgment, decree, order, regulation or rule of any court or governmental or regulatory authority; (h) any liabilities or obligations of Prince under this Agreement or any of the other documents executed in connection with this Agreement; (i) any liabilities (other than liabilities constituting accrued expenses arising in the ordinary course of business and reflected on the Final Closing Statement) to the extent arising out of employment, employment grievances or termination of employment of any persons employed by Prince on or prior to before the Closing Date, including any workmen's compensation claims relating to events which transpired on or before the Closing Date (whether or not known or reported as of the Closing Date), Change of Control Obligations and 2003 Bonus Obligations, unless, in the case of any liabilities arising out of a termination of employment of any employee, Acquisition Company hires the employee in accordance with this Agreement; (j) any liabilities to the extent Acquisition Company is indemnified therefor pursuant to the terms of the Environmental Indemnification Agreement; (k) any liabilities under any Employee Benefit Plan listed on Schedule 2.5(k) and any other Employee Benefit Plan covering any present or former employee of any Phibro Party or any of their Affiliates (including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities liabilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance health care plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(jbenefits); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out any obligations of transactions, commitments, infringements, acts Prince to any other Phibro Party or omissions not in the Ordinary Course to any Affiliate of Business;any Phibro Party; and (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior any obligations to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability extent arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of under or in respect of any way relating to Seller’s relationship with its Contractors (as defined belowExcluded Asset, or otherwise described on Schedule 2.5(m), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunder.

Excluded Liabilities. Except for Seller shall continue to retain as of and after the Effective Date and shall subsequently pay, honor and discharge when due and payable in accordance with and subject to the terms and conditions of the relevant governing agreements, commitments and instruments all liabilities and obligations of Seller related to the Purchased Assets and the Business other than the Assumed Liabilities, Buyer shall not assume and shall not be liable or responsible for any Liability of Seller, irrespective of whether such Liability existed Liabilities (or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, collectively the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable toincluding without limitation: (a) Any assetsany liabilities and obligations of Seller under any agreement with third parties including, properties or Contracts that are but not included in the Purchased Assets;limited to, any vendor agreements and/or any agreement with Cardnet; and (b) Any breaches of any Seller Contract on all liabilities or obligations existing or arising prior to the Closing Effective Date related to the Hire Agreements, the Hire Agreement Documents, and Collateral, and all liabilities and obligations related to all breaches by Seller of the terms of any of the Hire Agreements or Hire Agreement Documents; (c) any payments liabilities or amounts due obligations relating to employees of Seller, including without limitation, any wages, salary, severance, bonuses, commissions, vacation or holiday pay, medical benefits, fringe benefits, disability benefits, life insurance benefits, any duties, obligations or liabilities arising under any employee pension plan, or under applicable law, including without limitation, the Transfer of Undertakings (Protection of Employment) Regulations 2006; (d) subject to Section 6.5 any Tax relating to the period prior to the Effective Date including, without limitation, any income taxes, franchise, sales, transfer, recording, documentary, or other obligations under tax imposed upon or incurred by Seller arising out of or in connection with the negotiation, preparation and consummation of this Agreement, provided that Seller shall remain liable to account for any value added output tax in respect of all supplies made by Seller Contract in connection with the Business for periods up to and ending on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or any liabilities that arise as a result of a breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Dateof Seller’s representations and warranties under this Agreement and, including, without limitation, any Liability for: (i) infringement liability or misappropriation obligation of Intellectual Property Rights; (ii) injuryParent or Seller to attorneys, deathaccountants, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect tobrokers, or that would be payable to (whether others for services rendered or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation or on behalf of the Transaction Documents, preparation Parent or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (sf) Any costs all obligations or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated liabilities with any Seller Contracts not assumed by Buyer hereunderrespect to the Excluded Assets.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume and assume, nor shall not it be liable for and under no circumstance shall Buyer be obligated to pay or responsible assume, and none of the Assets shall be or become liable for or subject to: (a) any Liability liability or obligation of Seller, irrespective its affiliates or the Businesses; (b) any liability or obligation arising out of or relating to the conduct or operation of the Businesses prior to the Effective Time (regardless of whether any resulting claim, litigation or proceeding is instituted before or after the Effective Time), including medical malpractice or general liability claims; (c) any liability or obligation arising out of or relating to the ownership or use of the Assets prior to Effective Time, whether (in any case) fixed or contingent, recorded or unrecorded, known or unknown, currently existing or hereafter arising, and whether or not set forth or described in the Schedules; (d) any debt of or claim against Seller, any of its affiliates or the Businesses, or any obligation of Seller, any of its affiliates or the Businesses to repay borrowed money; (e) any claim against or obligation of any nature whatsoever relating to any of the Excluded Assets; (f) any liability under any Benefit Plan of Seller (other than the Transferred Pension Liabilities), and all administrative costs associated with such Liability existed Benefit Plans (or related other than those administrative costs associated with the Transferred Pension Liabilities); (g) any liability relating to Seller’s action Cost Reports (as hereinafter defined), including terminating cost reports, or inactionother Government Program claims with respect to periods ending prior to the Effective Time, whether arising in connection with a “self report” or otherwise; (h) any liability for violating any Legal Requirements to the extent arising from acts or omissions prior toto the Effective Time, including those pertaining to Medicare and Medicaid fraud or abuse and federal and state physician anti-self-referral laws; (i) any liability under Seller’s provider agreements with Government Programs or other third party payors, including any liability for amounts paid to the Seller or Hospice (as hereinafter defined) in excess of the maximum “caps” allowed pursuant to the limitation on payments for hospice services described in 42 U.S.C. §1395f and the applicable Medicare regulations (“Medicare Cap Liability”) and the repayment of any alleged overpayments; (j) any liability or obligation of Seller relating to Seller’s compliance or failure to comply with Environmental Laws or the existence or presence of materials of Environmental Concern in, on, under or near the Real Property or the premises of the Businesses; (k) any liability or obligation of Seller arising under any contract between Seller and any of the Businesses, or arising under any written guarantee by Seller of any liability or obligation of any of the Businesses; (l) any liability or obligation for Taxes, whether or not accrued, assessed or currently due and payable, (i) of Seller, whether or not it relates to the Assets or the Businesses, (ii) relating to the ownership or operation of the Assets or the Businesses for any taxable period (or portion thereof) ending on or after prior to the Closing Date Effective Time, (iii) resulting from the consummation of the transactions contemplated herein, except as otherwise specifically provided in this Agreement, (iv) imposed on Buyer or its affiliates as a transferee or successor, pursuant to any tax indemnification or sharing agreement, or similar contract or arrangement, or otherwise, which Taxes relate to the Assets or the Businesses, with respect to an event or transaction occurring prior to the Effective Time or (v) relating to the Excluded Assets; (m) any tax liability or obligation resulting from the transactions described in Sections 6.11, 7.18, 7.19 and 7.20; (n) any liability or obligation whatsoever relating to the Marquette General Hospital Auxiliary, Foundation or the Excluded Entities; and (o) any liability set forth on Schedule 2.4(o) (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to: (a) Any assets, properties or Contracts that are not included in the Purchased Assets; (b) Any breaches of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunder.

Excluded Liabilities. Except for the Assumed Liabilities, The Buyer shall not assume and shall not or be liable -------------------- obligated to pay, perform or responsible for any Liability of Seller, irrespective of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or after otherwise discharge the Closing Date following liabilities (collectively, the “"Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to:"): (a) Any assets, properties any liabilities or Contracts that obligations of the Seller in respect of any Excluded Assets or other assets of the Seller which are not included in the Purchased Assets; (b) Any breaches any liabilities or obligations in respect of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission for taxable periods ending on or prior to the Closing Date, includingexcept for Taxes for which the Buyer is liable pursuant to Section 7.9(a) hereof; (c) any liabilities, without limitationobligations or responsibilities relating to the disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities, by the Seller, of Hazardous Substances that were generated at the Purchased Assets, at any Liability for: (i) infringement Off-Site Location, where the disposal, storage, transportation, discharge, Release, recycling or misappropriation the arrangement for such activities at such Off-Site Location occurred prior to the Closing Date, provided that for purposes of Intellectual Property Rights; (ii) injurythis Section 2.4(c), death"Off-Site Location" does not include any location to which Hazardous Substances disposed of, property damage discharged from, emitted from or losses caused by Released at the Purchased Assets or have migrated from the Seller Products; or (iii) violations of any Legal RequirementsPurchased Assets including, but not limited to, surface waters that have received waste water discharges from the Purchased Assets; (gd) Any and all payments, Liabilitiesany liabilities, obligations and or responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) transmission facilities delineated in the termination of any Contractor prior to the Closing Date in accordance with this Interconnection Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date Operating Easement Agreements or (ii) any factsSeller's operations on, circumstances or conditions existing on or prior to usage of, the Closing Date relating to Hazardous Substancesoperating easements, including, without limitation, any managementliabilities, disposal obligations or arranging for disposal responsibilities arising as a result of Hazardous Substances or in connection with (A) any violation or alleged violation of Environmental Laws and (B) loss of life, injury to persons or property or damage to natural resources, except to the Business extent caused by the Buyer; (e) any liabilities or obligations required to be accrued by the Seller in accordance with generally accepted accounting principles and the FERC Uniform System of Accounts on or before the Closing Date with respect to liabilities related to the Purchased Assets other than any liability assumed by the Buyer under Sections 2.3(a), (e) or Assumed Liabilities (f) hereof; (f) any liabilities or activities obligations relating to any personal injury to an employee or operations occurring a third party (including, without limitation, workers' compensation claims), discrimination, wrongful discharge, unfair labor practice, property damage, breach of contract or conducted in connection tort filed with or pending before any predecessor operations court or administrative agency on the Closing Date, or any claim arising out of the Business an actual event or otherwise; provided that parties acknowledge and agree that events of which Seller has Knowledge as of the Closing Date if it is reasonably foreseeable that such event or events will give rise to a claim that may be filed with any court or administrative agency, with respect to liabilities affecting the Purchased Assets, other than any liabilities or obligations assumed by the Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j)under Section 2.3(e) hereof; (kg) Any Liability any payment obligations of the Seller for expenses and fees incurred by Seller incidental goods delivered or services rendered prior to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting feesClosing; (lh) Any Liability arising out of transactionsany liabilities or obligations imposed upon, commitments, infringements, acts assumed or omissions not in retained by the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior Seller pursuant to the Closing Date Interconnection Agreement, Operating Easement Agreements or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Ancillary Agreement; (qi) Any Liability arising out of any liabilities, obligations or in any way responsibilities relating to Seller’s relationship with its Contractors any "employee pension benefit plan" (as defined belowin Section 3(2) of ERISA) maintained by the Seller and any trade or business (whether or not incorporated) which are or have ever been under common control, or which are or have ever been treated as a single employer, with the Seller under Sections 414(b), including(c), without limitation, (m) or (o) of the hiring, engagement and termination of its Contractors; Code (ran "ERISA Affiliate") Any Liability for credit balances, credit memos and all other amounts due or to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer which the Seller and any expenses associated with ERISA Affiliate contributed thereunder (the "ERISA Affiliate Plans"), including any multiemployer plan, maintained by, contributed to, or obligated to contribute to, at any time, by the Seller Contracts not assumed by Buyer hereunder.or any ERISA Affiliate (hereinafter referred to as "Benefit Plans"), including any liability (i) to the Pension Benefit Guaranty Corporation under Title IV of ERISA;

Excluded Liabilities. Except for the Assumed Liabilities, The Buyer shall not assume and shall or be obligated to pay, perform or otherwise discharge the following liabilities or obligations: (i) any liabilities or obligations of the Seller in respect of any Excluded Assets or other assets of the Seller which are not be Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsible responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for any Liability of the Seller, irrespective of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such Liability existed (liabilities, obligations or related responsibilities arose from the ownership or operation of said property, equipment or machinery prior to Seller’s action or inaction) prior to, on or after the Closing Date (collectivelyDate, unless caused by the “Excluded Liabilities”). Without limiting the foregoingBuyer's activities, Seller shall retain and be solely responsible foroperations or equipment or such activities, and Buyer shall not be obligated to assumeoperations or equipment of Buyer's contractors, and does not assume, any Liability at any time arising from agents or attributable to: (a) Any assets, properties or Contracts that are not included in the Purchased Assetsaffiliates; (bv) Any breaches any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of any the Seller Contract on or prior to as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any payments personal injury, discrimination, wrongful discharge, unfair labor practice or amounts due similar claim or other obligations under any cause of action, which relate to the ownership or operation by the Seller Contract on or of the Assets prior to the Closing Date; (cvii) Taxes attributable to any liabilities or imposed upon Seller, obligations of the Seller or attributable to any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or imposed upon any ERISA Affiliate of the Purchased Assets Seller covering any employees of the Seller or any ERISA Affiliate of the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, Seller including, without limitation, any Liability for: (i) infringement liabilities or misappropriation obligations under the Consolidated Omnibus Reconciliation Act of Intellectual Property Rights; (ii) injury1985, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirementsas amended; (gviii) Any any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and all paymentsany costs incurred by federal, Liabilities, obligations and responsibilities relating to state or local governmental authorities imposed on Buyer or Seller in connection therewith; (collectively, ix) any liability of the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any incentive compensation planRelated Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, estimated entitlements willful misconduct or gross negligence of the Seller prior to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise)the Closing, severance payments, termination pay and other special compensation of any kind paid to, accrued than with respect to, or that would be payable to the liabilities described in Sections 2.3(v) and (whether or not as a result vi); (xi) any payment obligations of the Transaction), any present Seller for goods delivered or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor services rendered prior to the Closing Date other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in accordance with this Agreement the Capital Improvement Amount had such payment obligations been expended by or in connection with this Transactionfor the account of Seller prior to the Closing; (hxii) Payments to employees any liabilities or for payroll Taxes relating to compensation to Seller’s Contractors allocable obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any period through and including the Closing DateRelated Agreement; (ixiii) Seller’s performance any liabilities or obligations of this Agreement and the TransactionSeller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (j) Any Environmental Law, which Liability relates to or arises out of (ixiv) any acts obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or omissions similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing Date of any term or (ii) provision of any factscontract, circumstances instrument or conditions existing on or prior to the Closing Date agreement relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge Assets. All such liabilities and agree that as of obligations not being assumed pursuant to Section 2.4 are herein called the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunder"Excluded Liabilities."

Excluded Liabilities. Except for The only Liabilities which Purchaser shall assume and to which the Purchased Assets shall be subject are the Assumed LiabilitiesLiabilities and all other Liabilities shall be retained by Seller. For the avoidance of doubt, Buyer shall not assume the Liabilities listed below are excluded and shall not be liable assumed or responsible for any Liability of discharged by Purchaser or its Affiliates and instead shall be retained by Seller, irrespective of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to: (a) Any assets, properties All Liabilities arising out of or Contracts that are not included in relating to the Purchased Excluded Assets; (b) Any breaches All Liabilities for Transfer Taxes imposed or assessed as a result of the transactions effected pursuant to this Agreement; (c) All Liabilities of Seller with respect to any indebtedness for borrowed money; (d) All Liabilities of Seller Contract on relating to claims for overcharges made or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or billed prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (de) Any loans, other indebtedness, Liabilities or accounts payable; (e) Accidents, misconduct, negligence, or breach obligations of fiduciary duty Seller under any Contract related to breaches by Seller of its obligations thereunder occurring on or prior to the Closing Date; (f) Any legal proceeding initiated All Liabilities of Seller or its Affiliates for indemnification of, or advancement of expenses or payment of insurance proceeds to, any present or former director or officer of (or other persons serving in a fiduciary capacity at any time, to the extent related to any action request of) of Seller or omission on its Affiliates based upon an actual or alleged breach of fiduciary duty of such person prior to the Closing Date; (g) All Liabilities of Seller or its Affiliates arising out of matters occurring, or obligations incurred, after the Closing Date; (h) All Liabilities of Seller for any professional, financial advisory or consulting fees and expenses incident to, or arising out of, the negotiation, preparation, approval or authorization of this Agreement or the transactions contemplated hereby or any other proposed transaction for the direct or indirect sale of the Transferred Business or any portion thereof or any Purchased Assets, including, without limitation, any Liability for: the fees, expenses and disbursements of Seller’s counsel, accountants, auditors and financial advisors; (i) infringement All Liabilities arising out of, resulting from or misappropriation relating to claims, whether founded upon negligence, strict liability in tort or other similar legal theory, seeking compensation for or relating to injury to person or damage to property arising out of Intellectual Property Rights; (ii) injury, death, property damage the conduct of the Transferred Business or losses caused by ownership of the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any All Liabilities relating to any Environmental LawLaw or the presence of, which Liability relates to or arises exposure to, any Hazardous Substance arising out of (i) any acts the ownership or omissions operation of Seller on the Purchased Assets or the Transferred Businesses prior to the Closing Date regardless of whether such Liabilities arise before or (ii) after the Closing Date and including any facts, circumstances or conditions existing on or prior to that arise before the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of continue through the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j)Date; (k) All Liabilities arising from the ownership or operation of assets or businesses other than the Purchased Assets and the Transferred Business; (l) Any Liability payment obligations of Seller for expenses and fees incurred goods delivered or services rendered (other than the Trade Accounts Payable); (m) All Liabilities with respect to any Persons at any time employed by Seller incidental to or its Affiliates in connection with the preparation operation or ownership of the Transaction Documents, preparation Transferred Business or delivery of materials or information requested by Buyer, and the consummation of the TransactionPurchased Assets, including, without limitation, all brokerliabilities for severance pay, counsel accrued vacation, personal time off and accounting feessick pay, whether known or unknown, fixed or contingent, which arise out of events occurring prior to employment of any of such Persons, if at all, by Purchaser; (ln) Any Liability All Liabilities arising out from the ownership or operation of transactions, commitments, infringements, acts the Transferred Business or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability (including, without limitation, Liabilities for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of SellerTaxes, but excluding Assumed Liabilities); (o) Any Liability All Liabilities arising out of Seller’s failure or alleged failure to Matrigencomply with any law, Selective Genetics (formerly known as Prizm Pharmaceuticalsstatute or order, Inc.) or with any rule, regulation or policy of their respective affiliates or Representatives;any Governmental Authority; and (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest All Liabilities described in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunder.Annex C.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume and shall not be liable the Purchaser assumes no liabilities or responsible for any Liability of Sellerother obligations, irrespective of whether such Liability existed (commercial or related to Seller’s action or inaction) prior tootherwise, on or after the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to:of (a) Any assets, properties or Contracts that are not included in any liability of the Purchased AssetsSeller with respect to any transaction occurring after the Closing Date; (b) Any breaches any liability of the Seller for federal, state or local taxes, fees, assessments or other similar charges (including, without limitation, income taxes, real estate taxes, payroll taxes, except those accrued by Seller as of the Closing Date, sales and use taxes and personal property taxes); (c) any liability for losses, personal injury, property damage or other damages of any kind whatsoever, whether suffered or incurred by the Seller's customer or Purchaser's customer or any other person, arising out of products manufactured or sold by the Seller Contract or services performed by the Seller on or prior to the Closing Date Date, where the occurrence giving rise to such liability occurs on or before the Closing, whether the Claim is asserted before or after the Closing; (d) except for Seller's obligations related to the employment agreements between Seller and Scot▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Jeff ▇▇▇▇▇▇▇, ▇▇ich will be assumed by Purchaser at Closing, any payments responsibility, liability or amounts due obligation with respect to salary, wages, sick pay, vacation pay, severance pay, savings plans, deferred compensation, any of Seller's pension, profit-sharing, retirement, and other fringe benefit plans, or other obligations for the benefit of any personnel of the Seller including pension benefits accrued (vested or unvested), or arising out of their employment through the Closing Date and/or their termination of employment by the Seller upon the consummation of the transactions contemplated hereby, for which the Seller shall be liable and, as to which Purchaser shall have no responsibility whatsoever arising either before or after the Closing Date; (e) any liability of any kind whatsoever resulting from the failure of the Seller to comply with any Requirement of Law applicable to the Seller or the conduct of the Business; (f) any liability under any Seller Assumed Contract on or to the extent such liability arises out of the Seller's failure to perform its obligations thereunder prior to the Closing Date; (cg) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable except for any liability related to the Pre-Closing Period;revolving line of credit and letters of credit to be assumed by Purchaser in accordance with Section (h) subject to Sections 3.5(a), (b) and (d) Any loans), other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach any liability arising out of fiduciary duty the operation of Seller's Business occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement any loss, cost, or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued arising from or related to the litigation set forth on Schedule 5.8 hereof; and (j) any liability whatsoever relating to an Excluded Asset. Seller shall have any and all responsibility to all creditors and all third parties and to the Purchaser with respect to, or that would be payable to (whether or not as a result of the Transaction)and shall pay, discharge and perform when due, any present liability or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions obligation of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), includingthe Purchaser and, without limitationlimiting the generality of Section 13 hereof, Seller and each of the hiringShareholders, engagement jointly and termination of its Contractors; (r) Any Liability for credit balancesseverally, credit memos shall indemnify and hold harmless the Purchaser from and against any and all other amounts due to customerscost, suppliersloss, dealers or expense (including reasonable attorneys' fees and distributors; and (sexpenses) Any costs arising from such obligations or expenses incurred in shutting down and removing equipment liabilities not purchased by Buyer and any expenses associated with any Seller Contracts not otherwise assumed by Buyer hereunderPurchaser.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary in this Agreement, nothing in this Agreement shall be construed to impose on Buyer, and Buyer shall not assume and shall not or be liable obligated to pay, perform or responsible for otherwise discharge any Liability liabilities or obligations of Seller, irrespective of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or after Seller other than the Closing Date Assumed Liabilities (collectively, the “"Excluded Liabilities”"). Without limiting the generality of the foregoing, Seller the Excluded Liabilities shall retain and be solely responsible forinclude, and Buyer shall but not be obligated to assumelimited to, and does not assume, any Liability at any time arising from or attributable tothe following: (a) Any assets, properties any liabilities or Contracts that are not included in obligations arising out of the Purchased Assetsownership or operation of the Acquired Assets by Seller prior to the Effective Time; (b) Any breaches all liabilities or obligations under the Assigned Contracts arising out of any Seller Contract on breach (or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or event that would be a breach if not cured) that occurred and has not been cured prior to the Closing Date; (c) Taxes attributable any liabilities or obligations relating to or imposed upon Seller, or attributable to or imposed upon arising out of the Purchased Assets or the Business which are allocable to the Pre-Closing PeriodExcluded Assets; (d) Any loansany liabilities or obligations for: (i) Taxes relating to the Acquired Assets or the Assumed Liabilities for any taxable period ending prior to the Effective Time and, except for ad valorem Taxes levied on the Acquired Assets, with respect to any Straddle Period, the portion of such Straddle Period that occurs before the Effective Time, and (ii) any other indebtedness, or accounts payableTaxes of Seller unrelated to the Acquired Assets for any taxable period; (e) Accidents, misconduct, negligence, any liabilities or breach obligations of fiduciary duty occurring on Seller for any present or prior former employee or independent contractor of Seller with respect to the Closing DateAcquired Assets; (f) Any legal proceeding initiated at any timeliabilities or obligations associated with debt, to the extent related to any action loans, bonds or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation credit facilities of Intellectual Property RightsSeller; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements;and (g) Any and all payments, Liabilities, any liabilities or obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due failure to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated comply with any Seller Contracts not assumed by Buyer hereunderLaw or Order prior to the Effective Time.

Excluded Liabilities. Except for the The Assumed Liabilities, Liabilities shall exclude and Buyer shall not assume and shall not or be liable or responsible for any Liability of Sellerthe following liabilities, irrespective contracts, commitments and other obligations of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or after the Sellers as the same shall exist at the Closing Date (collectivelyall of which liabilities, contracts, commitments and obligations are hereinafter referred to as the “"Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to:"): (a) Any assets, properties or Contracts that are not included in the Purchased Assetsany obligations and liabilities of Sellers arising under this Agreement; (b) Any breaches any obligations of any Seller Contract on Sellers or prior to the Closing Date or any payments or amounts due Transferred Subsidiaries for expenses incurred in connection with the sale of the Assets pursuant hereto or other obligations under any Seller Contract on or prior to transactions contemplated hereby, including without limitation, the Closing Datefees and expenses of counsel, investment advisors and independent auditors; (c) Taxes attributable any liabilities or obligations of Sellers or a Transferred Subsidiary to Mark ▇▇ ▇▇ any of its subsidiaries or imposed upon Selleraffiliates, or attributable except as may be provided in any transition services agreement necessary to or imposed upon implement the Purchased Assets or the Business which are allocable to the Pre-Closing Periodprovisions of this Agreement; (d) Any loansany liability or obligation of Sellers or the Transferred Subsidiaries for borrowed money or any notes, bonds, indentures, mortgages or other indebtedness, contracts or accounts payableagreements representing or evidencing such indebtedness or any guarantees thereof; (e) Accidentsany liability of the Sellers not otherwise assumed by the Buyer pursuant to Section 1.03 hereof arising out of any actions, misconductinactions, negligence, transactions by Sellers or breach of fiduciary duty events occurring on or prior to after the Closing Date; (f) Any legal proceeding initiated any liability arising out of the litigation or potential litigation described in Schedule 4.15, the defense or prosecution of which and all liability for damages, costs, fines and remedies related thereto shall be at any time, to the extent related to any action or omission on or prior to sole cost and liability of the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal RequirementsSellers; (g) Any all governmental liabilities and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor arising prior to the Closing Date in accordance related to, associated with this Agreement or in connection with this Transaction; (h) Payments arising out of the Sellers' or the Transferred Subsidiaries' ownership, operation, use or control of their respective assets and properties, whether arising under Environmental Laws or common law principles, including, but not limited to, any action by any governmental authority or any third party which seeks to employees impose or for payroll Taxes recover costs relating to compensation to Seller’s Contractors allocable to the discharge, disposal, release, threatened release or escape of any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental LawRegulated Materials at, which Liability relates to on or arises out of from (i) any acts real property now or omissions of Seller on previously owned or prior to operated by Sellers or the Closing Date Transferred Subsidiaries, including surface water, soil and groundwater thereon, thereunder or adjacent thereto; or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors real property at which Regulated Materials (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (rin Section 4.19) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased generated by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunder.operations

Excluded Liabilities. Except for Other than the Assumed Liabilities, Buyer shall Newco expressly does not assume and shall any liability or obligation of B▇▇▇▇▇▇ including, but not be liable or responsible for any Liability of Seller, irrespective of whether such Liability existed (or related to Seller’s action or inaction) prior limited to, on or after any of the Closing Date following liabilities and obligations (collectively, the “"Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to:"): (a) Any assets, properties any of B▇▇▇▇▇▇'▇ liabilities or Contracts that are not included in obligations under this Agreement and the Purchased Assetsother agreements with Newco contemplated hereby; (b) Any breaches any liabilities or obligations of B▇▇▇▇▇▇ for expenses or fees incident to or arising out of the negotiation, preparation, approval, or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby, including without limitation, attorneys', accountants' and brokers' fees; (c) except as specifically set forth in the schedules to Section 2.3, any Seller Contract on liability or obligation of B▇▇▇▇▇▇ with respect to Taxes for any period or partial period occurring prior to the Closing Date and any liabilities for interest, penalties or additions to any payments or amounts due or other obligations under Taxes, it being understood that Newco shall not be deemed to be B▇▇▇▇▇▇'▇ transferee with respect to any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing PeriodTax liability; (d) Any loans, other indebtedness, any liabilities or accounts payableobligations identified on Schedule 2.4(d); (e) Accidents, misconduct, negligence, any liability or breach obligation of fiduciary duty occurring on or prior B▇▇▇▇▇▇ which relates to the Closing DateExcluded Assets; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or liability arising out of a breach by B▇▇▇▇▇▇ prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations Date of any Legal RequirementsAssumed Contract; (g) Any and all paymentsany liability of B▇▇▇▇▇▇ to any Member or former Member, Liabilitiestheir former or current officers, obligations and responsibilities relating to (collectivelydirectors, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect tomanagers employees, or that would be payable to (whether or not affiliates, of whatever nature except as a result of expressly included in the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this TransactionAssumed Liabilities; (h) Payments to employees any fines or for payroll Taxes penalties of governmental agencies or bodies, or relating to compensation to Seller’s Contractors allocable to the OSH Act, Cal/OSHA or Environmental Law, or any period through and including the Closing Datecriminal liability; (i) Seller’s performance of this Agreement and the Transactionany liability under any debt instrument or security issued by B▇▇▇▇▇▇ to any present or former Member; (j) Any Environmental Lawany liability for any penalty, which Liability relates to default interest, or arises out of (i) prepayment penalty under any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwiseLiabilities; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j);and (k) Any Liability for expenses and fees incurred by Seller incidental any liability relating to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactionspending or threatened litigation, commitments, infringements, acts or omissions including but not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior limited to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigenlitigation between B▇▇▇▇▇▇ and various Members with Red Rock Feeding Co., Selective Genetics (formerly known as Prizm PharmaceuticalsInc. B▇▇▇▇▇▇ hereby acknowledges that it is retaining the Excluded Liabilities, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to and B▇▇▇▇▇▇ shall have the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereundersole responsibility therefor.

Excluded Liabilities. Except for Notwithstanding the foregoing, the Assumed Liabilities, Buyer Liabilities shall not assume and shall not be liable or responsible for in any Liability event include any of Seller, irrespective of whether such Liability existed the following Liabilities (or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to:): (a) Any assets, properties or Contracts that are not included in the Purchased AssetsAll Liabilities associated with any Excluded Asset; (b) Any breaches of All Liabilities for Taxes applicable to any Seller Contract on Purchased Asset with respect to any period (or prior to portion thereof) ending before the applicable Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Datein which such Purchased Asset was Transferred; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: All Liabilities (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements Pre-Existing Environmental Condition of any Purchased Asset, (ii), whether accruing before, on or after the Land Rights Closing or the Undepreciated Assets Closing, arising under Environmental Law (including the exposure of any Person to Hazardous Materials) and arising from or related to any Excluded Asset or the acts or omissions of Seller or any of its Representatives, excluding, in each case of (i) and (ii), any of the Liabilities defined in Section 2.04(a)(iv)(B) (collectively, the “Prior AgreementsExcluded Environmental Liabilities”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement); (qd) Any Liability All Liabilities arising out of or in any way relating to Seller’s relationship Seller (i) breaching any provision of any Assumed Contract, this Agreement or any Ancillary Agreement, (ii) conducting, operating or using the Undepreciated Assets in a manner that materially violates any applicable Law and has a material adverse effect on the Undepreciated Assets, or (iii) that are the result of the failure of Seller to conduct, operate or use the Undepreciated Assets in accordance with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its ContractorsGood Utility Practice; (re) Any Liability for credit balancesAll Liabilities that are expressly contemplated by this Agreement or the Schedules to this Agreement, credit memos any Ancillary Agreement or any Conveyance Document to be assumed or retained by Seller. Notwithstanding anything in this Section 2.05 to the contrary, nothing in this Section 2.05 shall affect the exculpation or indemnification rights and all other amounts due to customersobligations, suppliersif any, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and of Seller under any expenses associated with any Seller Contracts not assumed by Buyer hereunderAncillary Agreement.

Excluded Liabilities. Except for Other than the Assumed Liabilities, PC Buyer shall is not assume assuming, and shall not be liable for, any Liabilities of CFC IPA or responsible for any Liability of Seller, irrespective of whether such Liability existed its owners (including without limitation IPA Beneficial Owner) with respect to with the IPA Business or related to Seller’s action or inaction) prior to, on or after the Closing Date Acquired Assets (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, including without limitation (1) any Liability at any time arising from liability or attributable to: (a) Any assets, properties or Contracts that are not included in the Purchased Assets; (b) Any breaches obligation of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) CFC IPA for Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to the Acquired Assets or the IPA Business (other than those described in the prior clause (iv)) (2) any action employment or omission on or prior payroll Taxes attributable to the applicable Pre-Closing DateTax Period the payment of which CFC IPA has elected to defer until after the Initial Closing pursuant to the CARES Act or any similar legislation enacted by any Governmental Authority or pursuant to the Presidential Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, includingas issued on August 8, without limitation2020 (such clauses (1) and (2), any Liability for: “Seller Taxes”), (3) all Liabilities arising under or in connection with (i) infringement any Employee Benefit Plan sponsored or misappropriation of Intellectual Property Rights; maintained by CFC IPA, or (ii) injuryany Employee Benefit Plan that was sponsored or maintained by CFC IPA at the time of its termination, deathin each case as indicated in Section 4.19(a) of the Disclosure Schedule, property damage (4) any Liabilities arising out of the employment or losses caused by the Purchased Assets or the Seller Products; or (iii) violations engagement of any Legal Requirements; (g) Any and all paymentsPerson with CFC IPA or termination of employment, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits engagement or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation service of any kind paid toPerson from CFC IPA, accrued (5) any Indebtedness of CFC IPA, (6) any Company Transaction Expenses attributable to CFC IPA; (7) any Liability arising from CFC IPA’s violation of Environmental Requirements, (8) Liabilities with respect to, or that would be payable arising out of, the Excluded Assets or Excluded Real Property, (9) any Liability arising under Healthcare Laws, (10) any allegation, claim or threatened claim or charge arising out of equity ownership of CFC IPA, (11) any transfer or assignment of rights to receive any consideration for the Acquired Assets, (whether 12) any allegation, claim, charge or not as a result of the Transaction), threatened claim or charge by any present current or former Contractor employee or independent contractor of Seller; (ii) Seller Benefit Plans CFC IPA involving or any employee group medical, dental relating to facts or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor circumstances that occurred prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Initial Closing Date; , (i13) Seller’s performance of this Agreement and the Transaction; obligations arising from checks issued but not presented for payment; (j) Any Environmental Law, which Liability relates to or arises out of (i14) any acts or omissions Liabilities of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability CFC IPA arising out of transactions, commitments, infringements, acts or omissions not the Actions filed against CFC IPA set forth on in Section 4.10 of the Ordinary Course Disclosure Schedule; and (15) outstanding balances owed to Memorial Hospital of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability Gardena for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition quarterly settlements received in 2022 in excess of its right, title portion of the final fiscal year 2022 risk pool. CFC IPA hereby acknowledges that it is retaining all Excluded Liabilities and interest in shall be fully responsible and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability liable for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderExcluded Liabilities.

Excluded Liabilities. Except Neither Buyer nor the Buyer Designee shall assume or be obligated to pay, perform or otherwise assume or discharge any liabilities or obligations of Seller or any of its Affiliates, whether direct or indirect, known or unknown, absolute or contingent, except for the Assumed Liabilities, Buyer shall Liabilities (all of such liabilities and obligations not assume and shall not be liable or responsible for any Liability of Seller, irrespective of whether such Liability existed (or related so assumed being referred to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, herein as the “Excluded Liabilities”). Without limiting For the foregoingavoidance of doubt, Seller shall retain and be solely responsible forthe parties agree that the Excluded Liabilities include, and Buyer shall but are not be obligated to assume, and does not assumelimited to, any Liability at any time arising from and all liabilities or attributable to: obligations set forth or described in paragraphs (a) Any assetsthrough (j) below, properties whether or Contracts not any such liability or obligation has a value for accounting purpose or is carried or reflected on or specifically referred to in Seller’s books or financial statements: a) any liability or obligation that arises from, or in connection with, the operation or the conduct of the Seller Business or the ownership of the Purchased Assets on or prior to the Closing Date (except for Seller’s accounts payable on the Closing Date, which are not included in the Purchased AssetsAssumed Liabilities as set forth above); (b) Any breaches any Excluded Taxes; c) any Environmental Liabilities; d) any liability or obligation arising out of or related to any Excluded Asset; e) any indebtedness for borrowed money or guarantees thereof of Seller or intercompany obligations of Seller; f) except as set forth in Section 5.4(c), any liability or obligation relating to or arising out of (i) the employment and/or any termination of such employment by Seller of any employee or former employee of Seller Contract on or before the Closing Date, including any and all liability or obligation relating to wages, remuneration, compensation, unreimbursed expenses, benefits, severance, pensions, sabbatical, vacation, personal days, floating holidays or other paid-time-off, working time related benefits, time savings accounts, end of career indemnities, 13th month payment or similar, anniversary bonus, early retirement, reconciliation of interests, social plans, works council negotiation procedure, social security and related costs (together, the “Employment-Related Liabilities”) of the employees or former employees of the Seller that are accrued or in the course of accrual or relate to periods prior to and on the Closing Date or that relate on a prorate temporis basis to the period prior and including the Closing Date; (ii) any employee’s or former employee’s or his/her dependents’ rights or obligations under any fringe benefit of employment with Seller, including any Benefit Plan; (iii) any retention payments owed to Business Employees pursuant to arrangements entered into on or prior to the Closing Date by Seller; and/or (iv) the employment or the termination of employment (whether before, on or after Closing) or the transfer by operation of Law, in each case as a result of the transaction contemplated by this Agreement, of any person who is not a Transferred Employee but who claims or is deemed to transfer to the Buyer or any Buyer Designee by operation of Law, including, without limitation, liabilities and obligations and Losses arising from, or connected with, any Employment-Related Liabilities; g) any liability and obligation which arises out of or relates to any breach, default or violation by Seller or its Affiliates of the Contracts, Licenses and Governmental Permits occurring on or prior to the Closing Date or which arises out of violation of applicable Law, in each case by Seller or its Affiliates; h) any payments liability or amounts due obligation in connection with, or other obligations under relating to, any actions, suits, claims or proceedings against Seller Contract which arise out of, accrue, or relate to (i) the operation or conduct of the Seller Business or (ii) the ownership of the Purchased Assets in each case on or prior to before the Closing Date; (ci) Taxes attributable any benefit liability or obligation relating to or imposed upon Seller, arising in connection with Section 4980B of the Code (COBRA) or attributable otherwise by operation of applicable Law to provide continuation of health care coverage to employees or imposed upon the Purchased Assets former employees of Seller or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty their dependents arising from a qualifying event occurring on or prior to before the Closing Date;; and (fj) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not except as a result of the Transactionset forth in Section 5.4(c), any present liability or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability obligation arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of from or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderBenefit Plan.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary in this Agreement, the Buyer shall not assume and shall not be liable responsible to pay, perform or responsible for discharge any Liability Liabilities or obligations of Seller, irrespective of whether such Liability existed (the Sellers or related to Seller’s action or inaction) prior to, on or after their Affiliates other than the Closing Date Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable tothe Excluded Liabilities include the following: (a) Any assets, properties or Contracts that are not included in the Purchased Assets; (b) Any breaches of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability obligations arising out of or relating to the following agreements (collectively, Sellers’ or their respective Affiliates’ ownership and operation of the “Prior Agreements”): (i) Business and/or the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and Business Purchased Assets prior to the other parties signatory thereto; Closing; (ii) any Liabilities or obligations relating to or arising out of the Asset Purchase AgreementBusiness Excluded Assets (including all Liabilities and obligations related to products, dated as of November 23, 2004, by services and between Selective Genetics and Seller; and/or business lines related to haptic devices); (iii) (A) any Taxes (other third party contract or arrangement (whether written or oralthan Prorated Taxes and Transfer Taxes) that relates to Seller’s acquisition of its right, title and interest in and with respect to the ownership, operation, possession or use of the Business, the Business Purchased Assets unless otherwise expressly assumed or the Business Assumed Liabilities, in each case, for any Pre-Closing Tax Period, including any Taxes of any Person imposed on or payable as a transferee or successor, by Buyer Contract or pursuant to any Law or otherwise, in this Agreementrespect of the Business, the Business Purchased Assets or the Business Assumed Liabilities, which Taxes relate to an event or transaction occurring before the Closing Date; (B) any Prorated Taxes for the portion of any Straddle Period prior to the Closing Date (determined in accordance with Section 7.04); and (C) any Transfer Taxes that are the responsibility of the Sellers pursuant to Section 7.03; (qiv) Any Liability arising out the Indebtedness of or in any way relating to Seller’s relationship with its Contractors the Sellers and their Affiliates (as defined below), including, without limitation, other than the hiring, engagement Specified Indebtedness) and termination of its Contractorsthe Employee Payments; (rv) Any Liability for credit balances, credit memos and all any past-due royalties or other amounts due that are payable pursuant to customersthe terms of an Assumed Contract which relate to pre-Closing periods; (vi) any liabilities or obligations of the Sellers and their Affiliates arising or incurred in connection with the negotiation, supplierspreparation, dealers investigation and distributorsperformance of this Agreement, the other Transaction Documents and the Transactions, including the Seller Transaction Expenses; (vii) any claim, demand or Action by a third party related to fraud, fraudulent inducement or intentional misrepresentation, or any allegations thereof, involving the Business, the Business Purchased Assets or the Transactions, and related to facts, events or circumstances arising or occurring prior to the Closing; and (sviii) Any costs or expenses incurred in shutting down all Liabilities and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderobligations set forth on Schedule 2.02(b).

Excluded Liabilities. Except for the Assumed Liabilities, Buyer Purchaser No. 1 and Purchaser No. 2 shall not assume and shall not be liable or become responsible for any Liability claim, liability or obligation of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise of Seller (a "Liability") of Seller except Assumed Liabilities No. 1 and Assumed Liabilities No. 2 that are specifically assumed by such party. Without limiting the generality of the foregoing, the following are included among the Liabilities of Seller which Purchaser No. 1 and Purchase No. 2 shall not assume or become responsible for (unless specifically included as Assumed Liabilities No. 1 or Assumed Liabilities No. 2): (a) all Liabilities for any Taxes whether deferred or which have accrued or may accrue or become due and payable by Seller either prior to, on or after the Closing Date, including, without limitation, all Taxes and fees of a similar nature arising from the sale and transfer of Purchased Assets No. 1 and Purchased Assets No. 2 to Purchaser No. 1 and Purchaser No. 2, respectively; (b) all Liabilities to any current or former shareholders, directors, officers, employees or agents of Seller, irrespective including, without limitation, all Liabilities of Seller for wages, salary, bonuses, commissions, vacation or severance pay, deferred compensation, retirement pay, profit sharing or pension benefits, and all Liabilities arising under any bonus, commission, salary or compensation plans or arrangements, whether such Liability existed accruing prior to, on or after the Closing Date, including without limitation Seller's obligations under its Bonus Point Plan; (c) all Liabilities of Seller with respect to unemployment compensation claims and workmen's compensation claims and claims for race, age and sex discrimination or related sexual harassment or for unfair labor practice based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the Closing Date and for which any claim may be asserted by any of Seller’s action or inaction) 's employees, prior to, on or after the Closing Date against Seller; (collectivelyd) all Liabilities of Seller to third parties for personal injury or damage to property based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the “Excluded Liabilities”). Without limiting Closing Date and for which any claim may be asserted by any third party prior to, on or after the foregoingClosing Date; (e) all Liabilities of Seller arising under or by virtue of federal or state environmental laws based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or E23 occurring prior to the Closing Date and for which any claim may be asserted prior to, on or after the Closing Date; (f) all Liabilities of Seller shall retain and be solely responsible forincluding any costs of attorneys' fees incurred in connection therewith, for litigation, claims, demands or governmental proceedings arising from occurrences, circumstances or events, or exposure to conditions occurring or existing prior to the Closing Date, and Buyer shall not which may be obligated asserted or commenced prior to, on or after the Closing Date; (g) all Liabilities of Seller based on any theory of liability or product warranty with respect to assumeany product manufactured or sold prior to the Closing Date and for which any claim may be asserted by any third party, prior to, on or after the Closing Date; (h) all attorneys' fees, accountants' or auditors' fees, and does not assumeother costs and expenses incurred by Seller and/or the Shareholders in connection with the negotiation, preparation and performance of this Agreement or any Liability at any time arising from or attributable to:of the transactions contemplated hereby; (ai) Any assets, properties or Contracts that are not included all Liabilities of Seller in connection with the Purchased Excluded Assets; (bj) Any breaches all Liabilities of Seller with respect to any options, warrants, agreements or convertible or other rights to acquire shares of its capital stock of any class; (k) all Liabilities of Seller Contract incurred incident to any indemnification for breach of any representations, warranties, covenants, or other agreements made by Seller under any of the asset purchase, stock, reorganization, or other legal transaction(s) of Seller; (l) all Liabilities of Seller with respect to any loans or advances made by the Shareholders or any Affiliate to Seller; (m) all other debts, Liabilities, obligations, contracts and commitments (whether direct or indirect, known or unknown, contingent or fixed, liquidated or unliquidated, and whether now or hereinafter arising) arising out of or relating to the ownership, operation or use of any of Purchased Assets No. 1 and/or Purchased Assets No. 2 on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or conduct of the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach No. 1 of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or Seller and/or Business No. 2 of Seller prior to the Closing Date, includingexcept only for the liabilities and obligations to be assumed or paid, without limitation, any Liability for: (i) infringement performed or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused discharged by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; Purchaser No. 1 and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets Purchaser No. 2 constituting Assumed Liabilities No. 1 or Assumed Liabilities or activities or operations occurring or conducted in connection No. 2; and (n) all Liabilities of Seller with respect to any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that unpaid sales tax as of the Closing Date Buyer related to accounts receivable as of such date. Seller shall pay all liabilities not being assumed hereunder by Purchaser No. 1 or Purchaser No. 2 within the customary time for payment of such liabilities. E24 It is the intent of the parties that upon Closing, all employees of Seller will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred terminated by Seller incidental and Purchaser No. 1 or Purchaser No. 2 will extend offers of employment to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderindividuals.

Excluded Liabilities. Except for the Assumed Liabilities, The Buyer shall not assume and shall not or be liable obligated to pay, perform or responsible for any Liability of Seller, irrespective of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or after otherwise discharge the Closing Date following liabilities (collectively, the “"Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to:"): (a1) Any assets, properties any liabilities or Contracts that obligations of the Seller or any Seller Subsidiary in respect of any Excluded Assets or other assets of the Seller or any Seller Subsidiary which are not included in the Purchased Assets; (b2) Any breaches any liabilities or obligations in respect of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission for taxable periods ending on or prior to the Closing Date, includingexcept for Taxes for which the Buyer is liable pursuant to Section 7.8(a) hereof; (3) any liabilities, without limitationobligations or responsibilities relating to the disposal, storage, treatment, transportation, discharge, Release, threatened Release, recycling, or the arrangement for such activities, by the Seller or any Liability for: (i) infringement Seller Subsidiary, of Hazardous Substances that were generated, used or misappropriation stored at the Purchased Assets, at any Off-Site Location, where the disposal, storage, treatment, transportation, discharge, Release, threatened Release, recycling or the arrangement for such activities at such Off-Site Location occurred prior to the Closing Date, provided that for purposes of Intellectual Property Rights; (ii) injurythis Section 2.4(c), death"Off-Site Location" does not include any location to which Hazardous Substances disposed of, property damage discharged from, emitted from or losses caused by Released at the Purchased Assets or have migrated including, but not limited to, surface waters that have received waste water discharges from the Seller Products; or (iii) violations of any Legal RequirementsPurchased Assets; (g4) Any and all payments, Liabilitiesany liabilities, obligations and or responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) transmission facilities delineated in the termination of any Contractor prior to the Closing Date in accordance with this Interconnection Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date Operating Easement Agreements or (ii) any factsoperations of Seller or any Seller Subsidiary on, circumstances or conditions existing on or prior to usage of, the Closing Date relating to Hazardous Substancesoperating easements, including, without limitation, any managementliabilities, disposal obligations or arranging for disposal responsibilities arising as a result of Hazardous Substances or in connection with (A) any violation or alleged violation of Environmental Laws and (B) loss of life, injury to persons or property or damage to natural resources, except to the Business extent caused by the Buyer; (5) any liabilities or obligations required to be accrued by the Seller in accordance with generally accepted accounting principles and the FERC Uniform System of Accounts on or before the Closing Date with respect to liabilities related to the Purchased Assets other than any liability assumed by the Buyer under Section 2.3(a), (e) or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j)(f) hereof; (k6) Any Liability for expenses and fees incurred by Seller incidental any liabilities or obligations relating to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, any personal injury (including, without limitation, all brokerworkers' compensation claims), counsel and accounting feesdiscrimination, wrongful discharge, or unfair labor practice filed with or pending before any court or administrative agency, or any threatened claim of which Seller has Knowledge on the Closing Date, with respect to liabilities principally relating to the Purchased Assets, other than any liabilities or obligations assumed by the Buyer under Section 2.3(e) hereof; (l7) Any Liability arising out any payment obligations of transactionsthe Seller or any Seller Subsidiary for goods delivered or services rendered prior to the Closing; (d any liabilities or obligations imposed upon, commitmentsassumed or retained by the Seller or any Seller Subsidiary pursuant to the Interconnection Agreement, infringements, acts Operating Easement Agreements or omissions not in the Ordinary Course of Businessany other Ancillary Agreement; (8) any liabilities, obligations or responsibilities relating to any "employee benefit plan" (as defined in Section 3(3) of ERISA) maintained by the Seller or any Seller Subsidiary and any trade or business (whether or not incorporated) that are or have ever been under common control, or that are or have ever been treated as a single employer, with the Seller or any Seller Subsidiary under Section 414(b), (c), (m) Any Legal Requirement applicable or (o) of the Code (an "ERISA Affiliate") or to which the Seller or any Seller Subsidiary and any ERISA Affiliate contributed thereunder (the "ERISA Affiliate Plans"), including any multiemployer plan, maintained by, contributed to, or obligated to contribute to, at any time, by the Seller, any Seller Subsidiary or any ERISA Affiliate (hereinafter referred to as "Benefit Plans"), including any liability (i) to the Purchased Assets Pension Benefit Guaranty Corporation under Title IV of ERISA; (ii) with respect to non-compliance with the notice and benefit continuation requirements of COBRA; (iii) with respect to any non-compliance with ERISA or the Assumed Liabilities on any other applicable Laws; or (iv) with respect to any suit, proceeding or claim that is brought against any Benefit Plan, ERISA Affiliate Plan, any fiduciary or former fiduciary of any such Benefit Plan or ERISA Affiliate Plan; (9) liabilities with respect to any accrued payment obligations incurred by Seller or any Seller Subsidiary prior to the Closing Date or any Liability for a violation of such a Legal Requirement;Date; and (n10) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigenliabilities, Selective Genetics (formerly known as Prizm Pharmaceuticalsobligations, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or responsibilities relating to the following agreements (collectively, the “Prior Agreements”): (i) disposal, storage, treatment, transportation, discharge, Release, threatened Release, recycling, or the Agreement and Plan of Mergerarrangement for such activities, by the Seller or any Seller Subsidiary, of Hazardous Substances that were generated, used or stored at Valley Road Diesel, Gabbs Diesel and among MatrigenBrunswick Diesel prior to the Closing Date, Selective Genetics and the other parties signatory thereto; or (ii) the Asset Purchase Agreementfailure of the Seller or any Seller Subsidiary to comply with any Environmental Laws applicable to Valley Road Diesel, dated as of November 23, 2004, by Gabbs Diesel and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and Brunswick Diesel prior to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderClosing Date.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume or become obligated with respect to any other obligation or liability of Seller of any nature whatsoever (whether accrued, contingent, known or unknown, and shall whether or not be liable or responsible for any Liability of Seller, irrespective of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or arising after the Closing Date and whether or not disclosed by Seller or otherwise reserved or reflected against in the Financial Statements), and Seller shall retain sole responsibility for and shall pay, discharge and perform all liabilities not specifically included in the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting , including, without limitation, the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable tofollowing: (a) Any assets, properties any liability or Contracts that are not included in the Purchased Assets; (b) Any breaches of obligation under any Assumed Seller Contract on that arises or prior to is asserted after the Closing Date but that arises out of or relates to any payments breach, default, violation, act or amounts due or other obligations under any Seller Contract omission that occurred on or prior to the Closing Date; (b) any liability or obligation under any Seller Contract that is not an Assumed Seller Contract; (c) any liability or obligation of Seller or the Stockholder for Taxes, including (i) any Taxes attributable arising as a result of Seller’s operation of the Business or ownership of the Transferred Assets prior to the Closing, (ii) any liability of Seller or imposed upon Sellerthe Stockholder for income, transfer, sales, use, and other Taxes arising in connection with the consummation of the transactions contemplated hereby (including any income Taxes arising because Seller is transferring the Transferred Assets or with respect to the Note), or attributable to or imposed upon the Purchased Assets (iii) any liability of Seller or the Business which are allocable to Stockholder for the Preunpaid Taxes of any Person under Reg. §1.1502-Closing Period6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (d) Any loans, other indebtedness, any liabilities or accounts payableobligations associated with or arising out of any of the Excluded Assets; (e) Accidentsany liability or obligation under any Environmental Law arising out of or relating to the operation of the Business or Seller’s leasing, misconductownership or operation of real property; (f) any liability or obligation under the Employee Benefit Plans or relating to payroll, negligenceaccrued vacation in excess of two (2) weeks, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee equity incentive or profit sharing plans, health care plans or benefits, or breach any other employee plans or benefits of fiduciary duty occurring on any kind for Seller’s employees or former employees or both; (g) any liability or obligation under any employment, severance, retention or termination agreement with any employee of Seller; (h) any liability or obligation arising out of or relating to any employee grievance with respect to the employees of Seller, whether or not the affected employees are hired by Buyer; (i) any liability or obligation to any Seller Related Person; (j) any liability or obligation to indemnify, reimburse, advance or pay amounts for services performed to any current or former officer, director, employee, independent contractor or agent of Seller, including amounts resulting from contract modifications retroactively applied to any Seller Contract (including, without limitation, any Seller Government Contract); (k) any liability or obligation arising out of or relating to the conduct of the Business prior to the Closing Date; (fl) Any legal proceeding initiated at any timeliability or obligation arising out of or relating to Seller’s sale or licensing of Software other than pursuant to an Assumed Seller Contract; (m) any liability arising out of or relating to Seller’s leasing, ownership or operation of real property; (n) any liability or obligation of Seller to distribute to the extent related to Stockholder or otherwise apply all or any action part of the consideration received hereunder; (o) any liability or omission on or prior to obligation arising out of any Proceeding pending as of the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result set forth in any of the Transaction)Schedules attached hereto, any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to Proceeding commenced after the Closing Date in accordance with this Agreement and arising out of, or in connection with this Transaction; (h) Payments relating to, any occurrence or event happening prior to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (ip) any acts liability or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability obligation arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to resulting from Seller’s acquisition compliance or non-compliance with any Legal Requirement or Order of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreementany Governmental Authority; (q) Any Liability arising out all obligations of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its ContractorsSeller for borrowed money; (r) Any Liability for credit balancesany loss, credit memos and all other amounts due expense or liability arising out of the act of assignment of any of the Assumed Seller Contracts to customers, suppliers, dealers and distributorsBuyer; and (s) Any costs any liability or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any obligation of Seller’s based upon acts or omissions of the Seller Contracts not assumed by Buyer hereunderor Stockholder occurring after the Closing Date.

Excluded Liabilities. Except for Notwithstanding any provision in this -------------------- Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities, Buyer shall Liabilities and is not assume and shall not be liable assuming any other liability or responsible for obligation of Seller or any Liability Affiliate of Seller, irrespective of whether such Liability existed Seller (or related any predecessor owner of all or part of its business and assets) of whatever nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller or its Affiliate (all such liabilities and obligations not being assumed being herein referred to Seller’s action or inaction) prior to, on or after as the Closing Date (collectively, the “"Excluded Liabilities”"). Without limiting the foregoing, Seller none of the -------------------- following shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, Assumed Liabilities for the purposes of this Agreement: (i) any Liability at any time obligation or liability for Tax arising from or attributable to: (a) Any assets, properties or Contracts that are not included in the Purchased Assets; (b) Any breaches of any Seller Contract on or prior with respect to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the operation of the Business which are allocable is incurred in or attributable to the any Pre-Closing Periodor Closing Actions; (dii) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, except to the extent related provided in Article IX, any liabilities or obligations relating to any action employee benefits or omission compensation arrangements existing as of the end of the day on or prior to the day preceding the Closing Date, including, without limitation, any Liability for: (i) infringement liabilities or misappropriation obligations under any of Intellectual Property RightsSeller's employee benefit agreements, plans or other arrangements listed in Schedule 9.01; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or ------------- (iii) violations of any Legal Requirementsliability or obligation relating to an Excluded Asset; (giv) Any and all payments, Liabilities, obligations and responsibilities any liability or obligation relating to the sales returns and allowances policies of Seller or its Affiliates with respect to products or services sold prior to the Closing Date, except to the extent of any accrual therefor in the Financial Statements in the Block Time and Service Contract descriptions. (collectivelyv) any liability or obligation for death, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits personal injury or allowances property damage (whether pursuant to a contractual obligation or otherwise)based on negligence, severance paymentsbreach of warranty, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans strict liability or any other employee matter; and/or (iiitheory) caused by or arising out of or resulting from, directly or indirectly, the termination sale by Seller or its Affiliates of any Contractor products or services prior to the Closing Date; and (vi) any claims for refunds based on any warranty, express or implied, for products or services sold prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance excess of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; reserves provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not therefor in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, Financial Statements in the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement Block Time and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderService Contract descriptions.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer Purchaser shall not assume and shall not be liable obligated to pay, perform or responsible for otherwise discharge any Liability liabilities and obligations of SellerSellers, irrespective of any kind whatsoever, fixed or contingent, known or unknown, and whether or not such Liability existed (liabilities are the subject matter of any representation or related warranty of Sellers in this Agreement, not expressly assumed pursuant to Seller’s action or inaction) prior to, on or after the Closing Date this Agreement (collectively, the “Excluded Liabilities”). Without limiting intending to limit in any way the foregoinggenerality of the definition of “Excluded Liabilities”, Seller the parties agree that Excluded Liabilities shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable toinclude the following: (a) Any assetsall liabilities in respect of causes of action, properties claims, suits or Contracts that are not included in the Purchased Assets; (b) Any breaches proceedings of any Seller Contract on or prior involving third parties relating to the Closing Date Business or any payments or amounts due or other obligations under any Seller Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets arising out of incidents or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty events occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including: all insurance (including workers compensation, without limitationgeneral liability, any Liability for: (iautomobile and property damage) infringement claims; actions, claims, suits or misappropriation proceedings with respect to liability under or violations of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller ProductsEnvironmental Laws; or (iii) violations of any Legal Requirementsfailure to comply with Applicable Laws or Permits; (gb) Any all liabilities for breach or non-performance under the Assumed Contracts, Assumed Leases and all payments, Liabilities, obligations Vehicle and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller Equipment Leases occurring on or prior to the Closing Date (notwithstanding any assumption of such liabilities required of Purchaser by landlords or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances lessors in connection with any assignments of the Assumed Leases or Vehicle and Equipment Leases); (c) all accounts payable of Sellers as of the Closing, all indebtedness for borrowed money of Sellers and obligations of Sellers of the nature described in Section 7.14; (d) any liabilities or obligations of Sellers in respect of any Excluded Assets or other assets of Sellers which are not Purchased Assets, whether or not such liabilities or obligations arise before or after the Closing Date; (e) except with respect to obligations of Purchaser as provided in Section 7.5 or Section 7.14, any Taxes of Sellers, the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j)Assets; (kf) Any Liability any liabilities or obligations of Sellers for expenses and fees incurred the unpaid Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law or regulation), as a transferee or successor, by Seller incidental to the preparation of the Transaction Documentscontract, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting feesotherwise; (lg) Any Liability all employment related liabilities and obligations, including (i) any liabilities or obligations of Sellers pursuant to any employment or consulting agreements with any director, officer, employee or consultant of any Seller and any liabilities or obligations of Sellers pursuant to any employment or similar agreements with any employee or independent contractor and (ii) any liabilities or obligations arising out from or relating to (A) the termination of transactionsemployment by Sellers of any Employees and (B) the hiring, commitments, infringements, acts employment or omissions not in the Ordinary Course discharge by Sellers of Businessany Employees; (mh) Any Legal Requirement applicable to Seller, the Purchased Assets all liabilities or the Assumed Liabilities on or prior to the Closing Date obligations of Sellers or any Liability for a violation of such a Legal Requirement; (n) Any Liability ERISA Affiliate arising under or related to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) Employee Plans or any other benefit arrangement (including any stay bonus or similar arrangement entered into or created by Sellers or their Affiliates as a result of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectivelythis transaction), the “Prior Agreements”): including (i) the Agreement and Plan liabilities or obligations arising under or related to any defined benefit pension plan subject to Title IV of Merger, by and among Matrigen, Selective Genetics and the other parties signatory theretoERISA; (ii) the Asset Purchase Agreement, dated withdrawal or any other liabilities or obligations arising under or related to a “multiemployer plan” (as defined in Section 3(37) of November 23, 2004, by ERISA); and between Selective Genetics and Seller; and/or (iii) all liabilities or obligations for or arising from any health care continuation coverage required to be offered and provided under Section 4980B of the Code and Sections 601 et seq. of ERISA (“COBRA”) to employees, former employees and any other third party contract or arrangement (whether written or oral) that relates COBRA qualified beneficiaries with respect to any Seller’s acquisition of its right, title and interest including those who incur a COBRA qualifying event in and to connection with the Purchased Assets unless otherwise expressly assumed transactions contemplated by Buyer in this Agreement; (qi) Any Liability all known or unknown environmental liabilities and claims arising out of the ownership, use or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitationoperation of the Business, the hiringLeased Properties, engagement or any of the Purchased Assets, including Assumed Leases, prior to the Closing, including the presence, release or threatened release of Hazardous Materials prior to the Closing and termination any liabilities or obligations of its ContractorsSellers arising as a result of acts or occurrences occurring prior to Closing under any Environmental Laws, including the Comprehensive Environmental Response, Compensation and Liability Act, as amended, and regardless of whether, by operation of law or otherwise, Purchaser is or may also be liable for such liabilities and/or claims; (rj) Any Liability for credit balancesall obligations or liabilities arising from the sale of products or the furnishing of services by Sellers prior to the Closing, credit memos and all whether pursuant to customer warranty claims or otherwise, to the extent not reimbursed by manufacturers’ or suppliers’ warranties, other amounts due to customers, suppliers, dealers and distributorsthan customer warranty obligations assumed by Purchaser under Section 2.3(d) above; and (sk) Any costs any obligations or expenses incurred in shutting down and removing equipment not purchased by Buyer and liabilities arising from or related to discontinued, sold or abandoned businesses, or commercial operations of Sellers or any expenses associated with any Seller Contracts not assumed by Buyer hereunderPredecessors.

Excluded Liabilities. Except for the Assumed Liabilities, the Seller Responsible Parties and the Buyer expressly understand and agree that Buyer shall not assume and shall not be assume, pay, perform or discharge or otherwise become liable or responsible for any Liability obligations, commitments or liabilities of any and every nature whatsoever of the Seller, irrespective whether known or unknown, fixed or contingent, relating to the ownership of whether such Liability existed the Purchased Assets, the operation of the Business or otherwise (or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, the “Excluded Liabilities”). Without limiting , including, without limitation, liabilities and obligations relating to or arising in connection with the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable tofollowing: (a) Any assetsall liabilities associated with the Real Property including the Real Property located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, properties or Contracts that are not included in ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Florida 32548 including, without limitation, the Purchased Assetsnote and mortgage thereon; (b) Any breaches liabilities resulting from Environmental Claims relating to the operation of any the Business prior to the Closing; (c) Seller’s bank debt and other funded debt (including Seller’s revolving credit facility and working capital line of credit), including overdrafts (provided that the Seller Contract on shall obtain, at or prior to Closing, any and all releases of liens necessary to transfer the Closing Date Purchased Assets to the Buyer hereunder free and clear of any and all Encumbrances); (d) any liability or obligation arising out of any payments claim of or amounts due for injury to persons or other obligations under property by reason of the improper performance or malfunctioning, improper design or manufacture, or failure to adequately package, label or provide warnings as to the hazards of, any Seller Contract product of the Business, where the injury giving rise to such claim occurred on or prior to the Closing Date; (ce) Taxes attributable any liability of the Seller to any plan, individual or imposed upon Sellergovernmental agency arising out of any failure of the Seller to comply with the applicable provisions of any Employee Benefit Plans, ERISA, the Code, or attributable other applicable Laws with respect to its employees, including any obligation or imposed upon liability of the Purchased Assets Seller for any penalty, fine or similar amount due from the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or Seller on account of any breach of fiduciary duty occurring on or failure to comply with applicable laws or regulations; (f) any liability associated with the hiring, employment or termination of any employees of Seller at any time prior to Closing including obligations under any severance, deferred compensation or employment agreements, guaranteed fixed terms of employment or retirement benefits beyond those provided under applicable law, collective bargaining agreements, or any Employee Benefit Plan applicable to employees of the Business generally, which arises out of any acts or omissions of Sellers prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, any liability associated with the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of SellerExcluded Assets; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction;and (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions all liabilities of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability Affiliate of Seller for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderTaxes.

Excluded Liabilities. Except for The Purchaser and the Assumed Liabilities, Buyer Selling Shareholder agree that the Purchaser shall not assume any of the following, for SeaMaster, SeaMaster China and shall not be liable or responsible for any Liability of Sellerthe Selling Shareholder, irrespective of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or after other than the Post-Closing Date (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable toShareholder Loan: (a) Any assets, properties or Contracts all liabilities and obligations that are not included in arise out of the Purchased Assets; (b) Any breaches use and operation of any Seller Contract on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or SeaMaster's Logistics Business prior to the Closing Date; (b) any and all liabilities and obligations of SeaMaster which exist on the Closing Date arising out of all contracts; other than Transportation Contracts, any contracts entered or to be entered into by SeaMaster as contemplated by this Agreement, and real property leases disclosed to Purchaser. (c) Taxes attributable all liabilities and obligations which arise and/or become due in connection with any contracts (other than Transportation Contracts disclosed to Purchaser) entered into or imposed upon Seller, relating to performance made or attributable to or imposed upon the Purchased Assets or the Business which are allocable acts committed prior to the Pre-Closing PeriodDate; (d) Any loansany and all liabilities, other indebtednesslosses and damages and alleged liabilities, losses and damages arising out of or accounts payableresulting from any accident or occurrence occurring prior to the Closing Date resulting in personal injury, sickness, death, property damage, property destruction or loss of use of property arising out of or resulting from the operation of the business purchased hereunder including, without limitation, the performance of any contract or the ownership, operation or use of equipment in connection with the SeaMaster's Logistics Business; (e) Accidentsall accounts payable and accrued expenses of the SeaMaster's Logistics Business ("Accounts Payable") provided, misconducthowever, negligence, or breach the Purchaser shall only assume reasonable Accounts Payable related to: (1) SeaMaster's Logistics Business rendered in the ordinary course of fiduciary duty occurring on or business within 60 days prior to the Closing Date; (f) Any legal proceeding initiated at any timeliability or obligation of SeaMaster or Selling Shareholder in respect of any amount of federal, state, local or foreign taxes (including interest, penalties and additions to such taxes) which are imposed or measured by the extent related to income of SeaMaster, in each case for any action period or omission on or periods prior to the Closing Date, including franchise taxes of SeaMaster; (g) any liability or obligation of SeaMaster or Selling Shareholder under this Agreement or any of the transactions contemplated hereby; (h) any liability and obligation of SeaMaster under or with respect to any transactions not in the ordinary course of the business of the SeaMaster's Logistics Business prior to the Closing Date unless otherwise agreed in writing by the Purchaser and the Selling Shareholder; (i) any tax (including, without limitation, any Liability for: (ifederal, state or local income, franchise, sales, transfer, recording, documentary or other tax) infringement imposed upon, or misappropriation of Intellectual Property Rights; (ii) injuryincurred by, death, property damage SeaMaster or losses caused by the Purchased Assets Selling Shareholder in connection with or related to this Agreement or the Seller Products; transactions contemplated hereby, or (iii) violations by reason of its receipt of any Legal Requirementsof the consideration provided for herein for the sale and transfer of the SeaMaster's Logistics Business; (gj) Any any liability or obligation of SeaMaster or the Selling Shareholder for unpaid sales, use, social security, unemployment withholding, real estate, property and all paymentsincome taxes prior to the Closing Date; (k) unless otherwise agreed to in writing, Liabilitiesany obligations of SeaMaster or the Selling Shareholder to third parties other than the Purchaser arising out of the failure of SeaMaster or the Selling Shareholder to obtain any necessary consents to the assignment to the Purchaser of contracts or leases to which SeaMaster or the Selling Shareholder are a party (including, obligations and responsibilities relating but not limited to, damages asserted by third parties for breach of such contracts due to the failure to obtain such consents); (collectively, l) any liability or obligation of SeaMaster or the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations Selling Shareholder under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay credit facilities and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result related guaranty of the Transaction), any present Selling Shareholder entered or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor to be entered into prior to the Closing Date in accordance with this Agreement relation to or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of SeaMaster's Logistics Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets any liability and obligation of SeaMaster or the Assumed Liabilities on Selling Shareholder under the letters of credit with any lender and any related guaranty of the Selling Shareholder entered or to be entered into prior to the Closing Date in relation to or any Liability for a violation of such a Legal Requirementin connection with the SeaMaster's Logistics Business; (n) Any Liability any liability and obligation of SeaMaster or the Selling Shareholder under the letters of credit relating to any stockholders of Sellerinsurance maintained by SeaMaster entered or to be entered into prior to the Closing Date in relation to or in connection with the SeaMaster's Logistics Business; (o) Any Liability any claim (including any auto liability claim), obligation, liability, right of action, fine or penalty which may be asserted or imposed by any party at any time arising from or in anyway relating to Matrigenany act or omission which occurred or commenced prior to the Closing Date, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) including but not limited to any violations of or any of their respective affiliates remediation obligation under any foreign law, federal, state or Representativeslocal law; (p) Any Liability any liability or obligation arising out of under any affiliate transactions or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory theretosimilar transactions; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement;and (q) Any Liability any liability or obligation arising out under any litigation against SeaMaster the proceeding of or in any way relating which shall have commenced prior to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement Closing Date. The liabilities and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts obligations not assumed by Buyer hereunderthe Purchaser hereunder includes those listed above for SeaMaster China existing prior to the date of consummation of the acquisition of SeaMaster China by SeaMaster.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall Purchaser will not assume and shall not or be liable or responsible for any Liability of Seller, irrespective of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or after the Closing Date following Liabilities (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to:): (ai) Any assetsLiabilities of Seller or any of its affiliates (including Acquired Subsidiaries) to the extent arising out of, properties relating to or Contracts that are not included otherwise in any way in respect of the Purchased Excluded Assets; (bii) Any breaches all Liabilities of Seller or any Seller Contract on of its affiliates (including Acquired Subsidiaries) arising out of, relating to or prior otherwise in any way in respect of Contracts included in the Acquired Assets to the extent such Liabilities (1) arise out of events or conditions occurring before the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to arise out of the operation of the Automotive Business before the Closing Date, (2) arise, mature or become due before the Closing Date or (3) are not reflected in Closing Working Capital; (ciii) Taxes attributable all Liabilities in respect of lawsuits, actions, arbitrations and proceedings arising out of, relating to or imposed upon Seller, or attributable to or imposed upon otherwise in any way in respect of the Purchased Assets Automotive Business or the Business which are allocable to operation or use of the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or Acquired Assets prior to the Closing Date, includingother than Liabilities in respect of (A) lawsuits, without limitationactions, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any arbitrations and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued proceedings with respect to, or that would be payable to (Transferred Employees whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor arising prior to the Closing Date Date, other than any such non-worker’s compensation and non-grievance claims, lawsuits, actions, or proceedings pending on the Closing Date, and (B) pending claims under any worker’s compensation statute or grievances under any Collective Bargaining Agreement; (iv) Product Liability Claims with respect to products manufactured or sold by Seller or its affiliates (including Acquired Subsidiaries) prior to Closing in excess of the amount accrued for such Liabilities on the May Balance Sheet or as reserved or reflected in the Closing Working Capital; (v) all Retained Environmental Liabilities and the portion of the Shared Environmental Liabilities for which Seller is liable in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(jSection 12.5(b)(i); (kvi) Any Liability for expenses and fees incurred by Seller incidental all Liabilities not attributable to the preparation conduct of the Transaction Documents, preparation Automotive Business or delivery of materials the Acquired Assets (including without limitation any such Liability arising from previously owned or information requested by Buyer, and the consummation operated businesses or facilities that are not part of the Transaction, including, without limitation, all broker, counsel and accounting feesAutomotive Business); (lvii) Any Liability arising out all Liabilities related to Employee Benefit Plans contemplated to be retained by Seller in Sections 6.1 and 6.2 of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (qviii) Any Liability all Liabilities arising out of or any guarantee of the Indebtedness of Beijing Wanyuan GDX Automotive Sealing Products Company Limited outstanding on the Closing Date to the extent, if any, that such guarantee relates to an amount of Indebtedness of such Acquired Subsidiary outstanding on the Closing Date in any way relating excess of the amount of such Acquired Subsidiary’s total outstanding Indebtedness that is allocable to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred indirect percentage interest in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereundersuch Acquired Subsidiary.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer SEARHC shall not assume or become liable for or obligated in any way with respect to, and the City shall not be retain and remain solely liable or responsible for any Liability obligation to pay, perform, and discharge, all Liabilities of Sellerthe City, irrespective regardless of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or after the Closing Date when asserted (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable toincluding: (a) Any assetsLiabilities of the City or the Hospital arising under (i) the Assumed Contracts (to the extent arising on or before the Effective Time) and (ii) the Excluded Contracts; for the avoidance of doubt, properties or Contracts that all Liabilities associated with the Cerner System are not included in the Purchased AssetsExcluded Liabilities; (b) Any breaches Liabilities of any Seller Contract on the City or prior the Hospital arising from or relating to the Closing Date or any payments or amounts due or Real Property, other obligations under any Seller Contract on or prior to than the Closing DateReal Property Leases; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon Any Liabilities of the Purchased Assets City or the Business which are allocable Hospital by reason of any failure to comply with the Pre-Closing Periodrules and regulations of any Government Reimbursement Program; (d) Any loans, other indebtedness, Liabilities of the City or accounts payablethe Hospital arising out of or relating to any violation of applicable Law; (e) Accidents, misconduct, negligence, any Liabilities of the City or breach the Hospital arising out of fiduciary duty occurring on or prior relating to any Employee Benefit Plan of any nature whatsoever maintained or contributed to by the Closing DateCity or the Hospital or each of their respective Affiliates for the benefit of its or their employees (including under the PERS Plans); (f) Any legal proceeding initiated at any time, to Liabilities of the extent related to City or the Hospital for any action present (i.e. on the Execution Date or omission on or prior to the Closing Date) or former employees, includingretirees, without limitation, any Liability for: (i) infringement independent contractors or misappropriation consultants of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets City or the Seller Products; Hospital, including any Liabilities associated with any claims for wages, compensation or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salaryother benefits, bonuses, commissions, overtimepaid time off, deferred workers’ compensation, accrued severance, retention, termination, damages, statutory penalties, attorneys’ fees and unused paid vacation and other paid leavecosts, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) payments, to the extent arising out of or relating to the employment, retention or termination of employment or services of such Persons (including any Contractor prior to Liabilities associated with the Closing Date in accordance with this Agreement City’s or in connection with this Transaction; (hthe Hospital’s use, or provision of, contract labor) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any other facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous SubstancesEffective Time; (g) Liabilities for Taxes, including, without limitation, including (i) any management, disposal or arranging for disposal Taxes arising as a result of Hazardous Substances in connection with the operation of the Business or the Purchased ownership of the Acquired Assets or Assumed the Hospital prior to the Effective Time; (ii) any Taxes that may arise as a result of the transfer and conveyance of the Acquired Assets pursuant to this Agreement; and (iii) any deferred Taxes of any nature; (h) Both (i) Agency Settlements, and (ii) Liabilities to Government Reimbursement Programs for overpayments and other financial obligations arising from adjustments or activities reductions in reimbursement attributable to events, transactions, circumstances or operations conditions occurring or conducted in connection existing (whether known or unknown) prior to the Effective Time and (iii) as well as all Liabilities associated with any predecessor operations provider number associated with the Business (including CCN and NPI numbers) (“Settlement Payments”). For the avoidance of doubt, the Parties acknowledge that SEARHC does not assume any Liabilities associated with Settlement Payments, the Agency Settlements, or claims associated with or the existing CCN or NPI Numbers assocaited with the Business; (i) Any accounts payable with respect to the Business or otherwise; provided that parties acknowledge and agree that the Hospital, whether or not reflected on the City’s or the Hospital’s books, as of the Closing Date Buyer will acquire and be responsible or arising thereafter from the operation of the Business or the Hospital prior to the Effective Time (“Accounts Payable”); (j) With respect to any retrospective settlement of any cost report for disposal an amount less than such original cost report relating to a period ending prior to the Effective Time, all obligations of those Purchased Assets set forth in Schedule 1.4(j)the City or the Hospital now existing or which may hereafter exist with respect to any payment or reimbursement owed by the City or the Hospital to any Government Reimbursement Program or other payor which is attributable to any services provided, billable or billed, by the Hospital or the City; (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting feesThe aggregate Excess PTO Liability; (l) Any Liability arising out of transactions, commitments, infringements, acts The City’s or omissions not in the Ordinary Course of Business;Hospital’s expenses relating to this Agreement; and (m) Any Legal Requirement applicable to SellerAll professional liability claims or other claims for acts or omissions of the City, the Purchased Assets Hospital, its employees or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereundercontractors.

Excluded Liabilities. Except for the Assumed Liabilities, Buyer SEARHC shall not assume or become liable for or obligated in any way with respect to, and the City shall not be retain and remain solely liable or responsible for any Liability obligation to pay, perform, and discharge, all Liabilities of Sellerthe City, irrespective regardless of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or after the Closing Date when asserted (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable toincluding: (a) Any assetsLiabilities of the City or the Hospital arising under (i) the Assumed Contracts (to the extent arising on or before the Effective Time) and (ii) the Excluded Contracts; for the avoidance of doubt, properties or Contracts that all Liabilities associated with the Cerner System are not included in the Purchased AssetsExcluded Liabilities; (b) Any breaches Liabilities of any Seller Contract on the City or prior the Hospital arising from or relating to the Closing Date or any payments or amounts due or Real Property, other obligations under any Seller Contract on or prior to than the Closing DateReal Property Leases; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon Any Liabilities of the Purchased Assets City or the Business which are allocable Hospital by reason of any failure to comply with the Pre-Closing Periodrules and regulations of any Government Reimbursement Program; (d) Any loans, other indebtedness, Liabilities of the City or accounts payablethe Hospital arising out of or relating to any violation of applicable Law; (e) Accidents, misconduct, negligence, any Liabilities of the City or breach the Hospital arising out of fiduciary duty occurring on or prior relating to any Employee Benefit Plan of any nature whatsoever maintained or contributed to by the Closing DateCity or the Hospital or each of their respective Affiliates for the benefit of its or their employees (including under the PERS Plans); (f) Any legal proceeding initiated at any time, to Liabilities of the extent related to City or the Hospital for any action present (i.e. on the Execution Date or omission on or prior to the Closing Date) or former employees, includingretirees, without limitation, any Liability for: (i) infringement independent contractors or misappropriation consultants of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets City or the Seller Products; Hospital, including any Liabilities associated with any claims for wages, compensation or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salaryother benefits, bonuses, commissions, overtimepaid time off, deferred workers’ compensation, accrued severance, retention, termination, damages, statutory penalties, attorneys’ fees and unused paid vacation and other paid leavecosts, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) payments, to the extent arising out of or relating to the employment, retention or termination of employment or services of such Persons (including any Contractor prior to Liabilities associated with the Closing Date in accordance with this Agreement City’s or in connection with this Transaction; (hthe Hospital’s use, or provision of, contract labor) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any other facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous SubstancesEffective Time; (g) Liabilities for Taxes, including, without limitation, including (i) any management, disposal or arranging for disposal Taxes arising as a result of Hazardous Substances in connection with the operation of the Business or the Purchased ownership of the Acquired Assets or Assumed the Hospital prior to the Effective Time; (ii) any Taxes that may arise as a result of the transfer and conveyance of the Acquired Assets pursuant to this Agreement; and (iii) any deferred Taxes of any nature; (h) Both (i) Agency Settlements, and (ii) Liabilities to Government Reimbursement Programs for overpayments and other financial obligations arising from adjustments or activities reductions in reimbursement attributable to events, transactions, circumstances or operations conditions occurring or conducted in connection existing (whether known or unknown) prior to the Effective Time and (iii) as well as all Liabilities associated with any predecessor operations provider number associated with the Business (including CCN and NPI numbers) (“Settlement Payments”). For the avoidance of doubt, the Parties acknowledge that SEARHC does not assume any Liabilities associated with Settlement Payments or, the Agency Settlements, or claims associated with or the existing CCN or NPI Numbers assocaited with the Business; (i) Any accounts payable with respect to the Business or otherwise; provided that parties acknowledge and agree that the Hospital, whether or not reflected on the City’s or the Hospital’s books, as of the Closing Date Buyer will acquire and be responsible or arising thereafter from the operation of the Business or the Hospital prior to the Effective Time (“Accounts Payable”); (j) With respect to any retrospective settlement of any cost report for disposal an amount less than such original cost report relating to a period ending prior to the Effective Time, all obligations of those Purchased Assets set forth in Schedule 1.4(j)the City or the Hospital now existing or which may hereafter exist with respect to any payment or reimbursement owed by the City or the Hospital to any Government Reimbursement Program or other payor which is attributable to any period of time ending on or prior to the Effective Timeservices provided, billable or billed, by the Hospital or the City; (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting feesThe aggregate Excess PTO Liability; (l) Any Liability arising out of transactions, commitments, infringements, acts The City’s or omissions not in the Ordinary Course of Business;Hospital’s expenses relating to this Agreement; and (m) Any Legal Requirement applicable to SellerAll professional liability claims or other claims for acts or omissions of the City, the Purchased Assets Hospital, its employees or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereundercontractors.

Excluded Liabilities. Except for the Assumed Liabilities, The Buyer shall not assume and shall not be liable or responsible for any Liability of Seller, irrespective of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assumepay, and does not assume, any Liability at any time arising from perform or attributable to:otherwise discharge the following liabilities (the "Excluded Liabilities"): (a) Any assets, properties any liabilities or Contracts that obligations of the Seller in respect of any Excluded Assets or other assets of the Seller which are not included in the Purchased Assets; (b) Any breaches any liabilities or obligations in respect of any Seller Contract Taxes attributable to the Purchased Assets for taxable periods ending on or prior to the Closing Date or any payments or amounts due or other obligations under any Seller Contract on or prior to before the Closing Date, except for Taxes for which the Buyer is liable pursuant to Section 7.8(a); (c) Taxes attributable to or imposed upon Sellerany liabilities, obligations, or attributable responsibilities relating to the disposal, storage, transportation, discharge, Release, recycling, or imposed upon the arrangement for such activities of Hazardous Substances or coal ash that was generated at the Purchased Assets Assets, at any off-site location, where the disposal, storage, transportation, discharge, Release, recycling or the Business which are allocable to the Prearrangement for such activities at said off-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or site location occurred prior to the Closing Date, provided that for purposes of this Section, "off-site location" does not include any location to which Hazardous Substances or coal ash disposed of, discharged from, emitted from or Released at the Purchased Assets have migrated, including, but not limited to, surface waters that have received waste water discharges from the Purchased Assets; (d) any liabilities, obligations or responsibilities arising after the Closing Date relating to (i) the transmission lines delineated in the Operating Easements or (ii) any Seller's operations on, or usage of, the Operating Easements, including, without limitation, liabilities, obligations or responsibilities arising as a result of or in connection with (1) any Liability forviolation or alleged violation of Environmental Law and (2) loss of life, injury to persons or property or damage to natural resources, except to the extent caused by Buyer; (e) any liabilities, obligations or responsibilities arising prior to or after the Closing Date relating to the easements provided O&R under the Operating Easement, including, without limitation: (i) infringement the transmission lines or misappropriation other facilities of Intellectual Property Rights; O&R delineated in the Operating Easements or (ii) injuryO&R ownership rights, deathoperations on, or usage of, the Operating Easements, including, without limitation, liabilities, obligations or responsibilities arising as a result of or in connection with (1) any violation or alleged violation of Environmental Law or Release of Hazardous Substances or coal ash and (2) loss of life, injury to persons or property or damage to natural resources, except in the case of (1) or losses (2), to the extent caused by the Buyer. (f) any liabilities or obligations required to be accrued by the Seller in accordance with generally accepted accounting principles and/or the FERC Uniform System of Accounts on or before the Closing Date with respect to liabilities related to the Purchased Assets or the Seller Products; or (iii) violations other than any liability assumed by Buyer under any provision of any Legal Requirementsthis Agreement, including without limitation, Section 2.3; (g) Any and all payments, Liabilities, any liabilities or obligations and responsibilities with respect to liabilities relating to the Purchased Assets relating to any personal injury including bodily injury (collectivelyincluding, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive not limited to workers' compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwiseclaims), severance paymentsdiscrimination, termination pay and other special compensation wrongful discharge, or unfair labor practice or similar claim or cause of any kind paid to, accrued action with respect to, to any act or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor occurrence arising prior to or on the Closing Date Date, other than liabilities or obligations for injury to persons or loss of life assumed by the Buyer in accordance with this Agreement or in connection with this TransactionSections 2.3(e) and 2.3(f); (h) Payments to employees any fines or for payroll Taxes relating to compensation to Seller’s Contractors allocable penalties imposed by a governmental agency or authority resulting from (A) an investigation or proceeding with respect to any period through and including act or occurrence arising prior to or on the Closing Date or (B) illegal acts, willful misconduct or gross negligence of the Seller prior to or on the Closing Date; (i) Seller’s performance any payment obligations of this Agreement and the TransactionSeller for goods delivered or services rendered prior to the Closing; (j) Any Environmental Lawany liabilities or obligations imposed upon, which Liability relates to assumed or arises out of (i) any acts or omissions of Seller on or prior retained by O&R pursuant to the Closing Date Continuing Site/Interconnection Agreement or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j)other Ancillary Agreement; (k) Any Liability for expenses any liabilities, obligations or responsibilities relating to any deferred compensation, pension, profit-sharing and fees incurred retirement plans, including multiemployer plans, and all welfare, severance, stock-based, bonus and other employee benefit or fringe benefit plans, programs and arrangements, whether written or oral, maintained or with respect to which contributions have been in the last five (5) years or are made by O&R and any trade or business (whether or not incorporated) which are or have ever been under common control, or which are or have ever been treated as a single employer, with the Seller incidental to the preparation under Section 414(b), (c), (m) or (o) of the Transaction DocumentsCode ("ERISA Affiliate") or to which the Seller and any ERISA Affiliate contributed thereunder (the "ERISA Affiliate Plans"), preparation including any multiemployer plan, maintained by, contributed to, or delivery of materials obligated to contribute to, at any time, by the Seller or information requested by Buyer, and the consummation of the Transaction, including, any ERISA Affiliate; including without limitation, all brokerany liability (A) to the Pension Benefit Guaranty Corporation under Title IV of ERISA; (B) with respect to non- compliance with the continuation requirements of COBRA; (C) with respect to any non-compliance with ERISA, counsel and accounting feesthe Code or any other applicable laws; (D) with respect to any suit, proceeding or claim which is brought against any ERISA Affiliate Plan, or any fiduciary or former fiduciary of any such or ERISA Affiliate Plan; (E) relating to a multiemployer plan; or (F) for any claim or suit for benefits accrued under an ERISA Affiliate Plan prior to Closing; (l) Any Liability arising out any liabilities, obligations or responsibilities relating to the employment or termination of transactionsemployment, commitmentsby the Seller of any individual (including, infringementsbut not limited to, acts any employee of the Seller) attributable to any actions or omissions not in inactions by the Ordinary Course of Business;Seller prior to the Closing Date; and (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or liabilities relating to the following agreements $55,000,000 New York State Energy Research and Development Authority Pollution Control Refunding Revenue Bonds (collectivelyOrange and Rockland Utilities, the “Prior Agreements”): (iInc. Project) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics 1994 Series A and the other parties signatory thereto; $44,000,000 New York Energy Research and Development Authority Pollution Control Refunding Revenue Bonds (iiOrange and Rockland Utilities, Inc. Projects) 1995 Series A (the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii"Pollution Control Bonds") any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderagreements relating thereto.

Excluded Liabilities. Except Neither Buyer nor any Buyer Designee shall assume or be obligated to pay, perform or otherwise assume or discharge any liabilities or obligations of Seller or any of its Affiliates, whether direct or indirect, known or unknown, absolute or contingent, except for the Assumed Liabilities, Buyer shall Liabilities (all of such liabilities and obligations not assume and shall not be liable or responsible for any Liability of Seller, irrespective of whether such Liability existed (or related so assumed being referred to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, herein as the “Excluded Liabilities”). Without limiting For the foregoingavoidance of doubt, Seller shall retain and be solely responsible forthe parties agree that the Excluded Liabilities include, and Buyer shall but are not be obligated to assume, and does not assumelimited to, any Liability at any time arising from and all liabilities or attributable to: obligations set forth or described in paragraphs (a) Any assetsthrough (n) below, properties whether or Contracts not any such liability or obligation has a value for accounting purpose or is carried or reflected on or specifically referred to in Seller’s books or financial statements: a) any liability or obligation that arises from, or in connection with, the operation or the conduct of the Seller Business or the ownership of the Purchased Assets on or prior to the Closing Date (except for Seller’s accounts payable on the Closing Date, which are not included in the Purchased AssetsAssumed Liabilities as set forth above); (b) Any breaches any Excluded Taxes; c) any Environmental Liabilities; d) any liability or obligation arising out of or related to any Excluded Asset; e) any indebtedness for borrowed money or guarantees thereof of Seller or intercompany obligations of Seller; f) except as set forth in Section 5.4(c), any liability or obligation relating to or arising out of (i) the employment and/or any termination of such employment by Seller of any employee or former employee of Seller Contract on or before the Closing Date, including any and all liability or obligation relating to wages, remuneration, compensation, unreimbursed expenses, benefits, severance, pensions, sabbatical, vacation, personal days, floating holidays or other paid-time-off, working time related benefits, time savings accounts, end of career indemnities, 13th month payment or similar, anniversary bonus, early retirement, reconciliation of interests, social plans, works council negotiation procedure, social security and related costs (together, the “Employment-Related Liabilities”) of the employees or former employees of Seller, in each case, that are accrued or in the course of accrual or relate to periods prior to and on the Closing Date or that relate on a prorate temporis basis to the period prior and including the Closing Date; (ii) any employee’s or former employee’s or his/her dependents’ rights or obligations under any fringe benefit of employment with Seller, including any Benefit Plan; (iii) any retention payments owed to Business Employees pursuant to arrangements entered into on or prior to the Closing Date by Seller; and/or (iv) the employment or the termination of employment (whether before, on or after Closing) or the transfer by operation of Law, in each case as a result of the transaction contemplated by this Agreement, of any person who is not a Transferred Employee but who claims or is deemed to transfer to the Buyer or any Buyer Designee by operation of Law, including, without limitation, liabilities and obligations and Losses arising from, or connected with, any Employment-Related Liabilities; g) any liability and obligation which arises out of or relates to any breach, default or violation by Seller or its Affiliates of the Assumed Leases and the Contracts, Licenses and Governmental Permits occurring on or prior to the Closing Date or which arises out of violation of applicable Law, in each case by Seller or its Affiliates; h) any payments liability or amounts due obligation in connection with, or other obligations under relating to, any actions, suits, claims or proceedings against Seller Contract which arise out of, accrue, or relate to (i) the operation or conduct of the Seller Business or (ii) the ownership of the Purchased Assets in each case on or prior to before the Closing Date; (ci) Taxes attributable any benefit liability or obligation relating to or imposed upon Seller, arising in connection with Section 4980B of the Code (COBRA) or attributable otherwise by operation of applicable Law to provide continuation of health care coverage to employees or imposed upon the Purchased Assets former employees of Seller or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty their dependents arising from a qualifying event occurring on or prior to before the Closing Date; (fj) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not except as a result of the Transactionset forth in Section 5.4(c), any present liability or former Contractor of Seller; (ii) Seller Benefit Plans obligation arising from or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date;Benefit Plan; and (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (ik) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability liability arising out of transactionsthat certain litigation styled “M▇▇▇ ▇▇▇▇▇▇▇▇ vs. T▇▇▇▇▇ ▇▇▇▇▇ and C▇▇▇▇▇▇ R▇▇▇ ▇▇▇▇,” Docket No. 148434, commitments26th Judicial District Court, infringementsBossier Parish, acts or omissions not in the Ordinary Course of Business; Louisiana (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior AgreementsCharchio Litigation”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunder.

Excluded Liabilities. Except for the Assumed Liabilities, The Sellers and Buyer expressly understand and agree that Buyer does not and shall not assume and shall not be or become liable or responsible for any Liability liabilities, obligations or commitments of Sellerthe Sellers, irrespective whether relating to or arising out of whether such Liability existed (the operation of the Business or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, ownership of the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to: (a) Any assets, properties or Contracts that are not included in the Purchased Assets; (b) Any breaches of any Seller Contract Assets on or prior to the Closing Date or otherwise and regardless when asserted, other than the Assumed Liabilities. For purposes of this Agreement, the following liabilities and obligations (the “Excluded Liabilities”) are expressly excluded from the Assumed Liabilities: (a) all liabilities and obligations to the extent they relate to the Excluded Assets; (b) subject to Section 9.4 below, all liabilities for Taxes (as defined in Section 12.10 below) whether or not accrued, assessed or currently due and payable (i) of the Sellers, whether or not it relates to the Business, or (ii) relating to the operation or ownership of the Business or the Assets for any payments Tax period (or amounts due or other obligations under any Seller Contract portion thereof) ending on or prior to the Closing Date. All real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Assets for a Tax period that includes (but does not end on) the Closing Date shall be included in the Actual Working Capital based on the most recent tax ▇▇▇▇ that the Sellers received and the number of days of such period included in the Tax period prior to the Closing Date and the number of days of such Tax period after the Closing Date (which period shall include the Closing Date) (and if the actual tax ▇▇▇▇ is greater, Monster Worldwide shall make a payment to Buyer of its additional liability for such tax); (c) Taxes attributable all liabilities and obligations to or imposed upon Seller, or attributable the extent they do not relate to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing PeriodBusiness; (d) Any loans, other indebtedness, all liabilities and obligations relating to any litigation set forth on Schedule 4.8 hereto (whether incurred before or accounts payableafter the Closing); (e) Accidentsall liabilities and obligations for “stay bonuses” to employees of the Sellers; (f) all liabilities of the Sellers or any entity that would be deemed a “single employer” with the Sellers under Section 414(b), misconduct(c), negligence(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”), or breach Section 4001 of fiduciary duty occurring the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (each, an “ERISA Affiliate”), with respect to any “employee benefit plan” within the meaning of Section 3(3) of ERISA and any other employee benefit plan, program, arrangement or agreement established, maintained, sponsored or contributed to by the Sellers or any of their respective ERISA Affiliate (whether domestic or foreign), including, but not limited to (i) liabilities for complete and partial withdrawals under any “multiemployer plan” (as defined in section 3(37) of ERISA) pursuant to section 4203 or 4205 of ERISA, respectively; (ii) liabilities to the Pension Benefit Guaranty Corporation (including, without limitation, liabilities for premiums and terminations); (iii) liabilities under section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA; (iv) liabilities arising under section 412 of the Code or section 302(a)(2) of ERISA; and (v) liabilities for any retiree medical benefits; (g) except as provided in Sections 1.3(e) and 9.5, any liability of the Sellers or any of their respective ERISA Affiliates with respect to any current or former employee, director, shareholder, agent or independent contractor of the Sellers or any of their respective ERISA Affiliates arising out of or relating to any act, omission or event occurring, or circumstance, condition or state of facts existing, on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction;and (h) Payments except as provided in Sections 1.3(e) and 9.5, any liability arising prior to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including at the Closing Date; (i) Seller’s performance under any employment, severance, retention or termination agreement between the Sellers or any of this Agreement their ERISA Affiliates and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations employees of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) Sellers or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderERISA Affiliates.

Excluded Liabilities. Except Notwithstanding anything in this Agreement to the contrary, any disclosure contained herein or made pursuant hereto, anything otherwise known to Buyers, Buyers do not assume and will not become responsible for any liability or obligation (whether known or unknown, whether or not accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) of Seller or Shareholders except the Assumed Liabilities, Buyer shall not assume and shall not be liable or responsible for any Liability of Seller, irrespective of whether such Liability existed (or related to Seller’s action or inaction) prior to, on or after the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following are included among the liabilities of Seller shall retain and be solely responsible for, and Buyer shall Shareholders which Buyers do not be obligated to expressly or impliedly assume, and does not assume, any Liability at any time arising from or attributable to: (a) Any assetsall liabilities of Seller and the Shareholders that exist or may arise under that certain Software License, properties or Contracts that are not included in Co-Branding and Distribution Agreement dated August 10, 2006 between Seller and THX, Ltd., a Delaware corporation, and any amendments thereto (the Purchased Assets“THX Agreement”); (b) Any breaches all Indebtedness of Seller; (c) all liabilities of Seller and Shareholders with respect to any expenses relating to the transactions contemplated by this Agreement; (d) all liabilities of Seller under any Environmental Law existing on the Closing Date, including without limitation all liabilities which are attributable to non-compliance with federal, state, and local statutes or regulations governing water discharges, air emissions, and to the disposal, release, generation, treatment, transport, recycling or storage of any Hazardous Substance at or from any property or facility owned, leased, used or occupied at any time by Seller Contract on or prior any predecessor, including any predecessor in ownership, or arising out of or attributable to arrangements for any of the foregoing by Seller or any predecessor, including any predecessor in ownership, and any environmental condition or violation of Environmental Law with respect to the Closing Date or any payments or amounts due or other obligations under any Seller Contract Leased Real Property which existed on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach all liabilities of fiduciary duty occurring on or Seller with respect to all Taxes for all periods prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related all liabilities of Seller with respect to any action pending, threatened or omission on unasserted litigation, claim, demand, investigation or prior to the Closing Date, proceeding including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by liabilities relating to the Purchased Excluded Assets or to the Seller Products; or (iii) violations of any Legal Requirements; (g) Any Leased Real Property and all payments, Liabilities, obligations and responsibilities liabilities relating to (collectivelyany Tax owed, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements alleged to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect tobe owed, or that would be payable may become owed to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor Governmental Authority with respect to matters which occurred prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (ig) Seller’s all product liability or product warranty obligations of Seller with respect to sales made prior to the Closing Date which are not reserved for on the Closing Balance Sheet; (h) any obligation or liability of Seller incurred in connection with the execution, delivery or performance of this Agreement and the TransactionAgreement; (i) all liabilities of Seller which are attributable to non-compliance with applicable Laws; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection all liabilities associated with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j)Employee Benefit Plans; (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation any liabilities of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees;Shareholders; and (l) Any Liability arising out any liabilities of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior Seller to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderShareholders.

Excluded Liabilities. Except Purchaser shall not assume or in any way become liable for Seller's debts, liabilities or obligations of any nature whatsoever (other than the Assumed Liabilities), Buyer shall not assume and shall not be liable whether accrued, absolute, contingent or responsible for any Liability of Sellerotherwise, irrespective of whether such Liability existed (known or unknown, whether due or to become due, whether related to Seller’s action the Purchased Assets and regardless of when or inaction) prior toby whom asserted, on or after including, but not limited to the Closing Date following (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to:): (ai) Any assetsSeller's liabilities or obligations arising by reason of any breach or violation or alleged breach or violation by Seller on or before the Closing Date of any law or regulation, properties or Contracts that are not included in any Lease or other agreement, contract, license, commitment, instrument, judgment, order or decree relating to the Purchased Assets; (bii) Any breaches any liability or obligation of Seller for any Seller Contract tax relating to any period occurring on or prior to before the Closing Date Date; (iii) any liability or obligation of Seller relating to any legal or regulatory action, proceeding or claim arising out of or in connection with the Purchased Assets or any payments other conduct of Seller, or amounts due Seller's officers, directors, employees, consultants, agents or other obligations under any Seller Contract advisors on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable; (e) Accidents, misconduct, negligence, or breach of fiduciary duty occurring on or prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including, without limitation, any Liability for: (i) infringement or misappropriation of Intellectual Property Rights; (ii) injury, death, property damage or losses caused by the Purchased Assets or the Seller Products; or (iii) violations of any Legal Requirements; (g) Any and all payments, Liabilities, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not as a result of the Transaction), any present or former Contractor of Seller; (ii) Seller Benefit Plans or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor prior to the Closing Date in accordance with this Agreement or in connection with this Transaction; (h) Payments to employees or for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date relating to Hazardous Substances, including, without limitation, any management, disposal or arranging for disposal of Hazardous Substances in connection with the Business or the Purchased Assets or Assumed Liabilities or activities or operations occurring or conducted in connection with any predecessor operations of the Business or otherwise; provided that parties acknowledge and agree that as of the Closing Date Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j); (k) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including, without limitation, all broker, counsel and accounting fees; (l) Any Liability arising out of transactions, commitments, infringements, acts or omissions not in the Ordinary Course of Business; (m) Any Legal Requirement applicable to Seller, the Purchased Assets or the Assumed Liabilities on or prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (siv) Any costs any other liabilities or expenses incurred in shutting down and removing equipment obligations of Seller not purchased expressly assumed by Buyer Purchaser pursuant to Section 1.B. For purposes of this Section 1.C., "Seller" shall be deemed to include all affiliates of Seller and any expenses associated predecessors to Seller and any person or entity with any respect to which Seller Contracts not assumed is a successor-in-interest (including by Buyer hereunderoperation of law, merger, liquidation, consolidation, assignment, assumption or otherwise). Seller hereby acknowledges that it is retaining the Excluded Liabilities, and Seller shall pay, discharge and perform all such liabilities and obligations promptly when due.

Excluded Liabilities. Except for Notwithstanding anything to the Assumed Liabilitiescontrary in this Agreement, Buyer nothing in this Agreement shall not assume and shall not be liable or responsible for any Liability of Seller, irrespective of whether such Liability existed (or related construed to Seller’s action or inaction) prior to, impose on or after the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the foregoing, Seller shall retain and be solely responsible forBuyer, and Buyer shall not assume or be obligated to assumepay, and does not assumeperform or otherwise discharge, any Liability at any time arising from the following liabilities or attributable to:obligations (the "EXCLUDED LIABILITIES"): (a) Any assets, properties liabilities or Contracts that obligations of Sellers in respect of any Excluded Assets or other assets of Sellers which are not included in Purchased Interests or related to the Purchased NMP-2 Assets; (b) Any breaches liabilities or obligations in respect of any Seller Contract on or prior Taxes attributable to the ownership, operation or use of NMP-2 Assets for taxable periods, or portions thereof, ending before the Closing Date Date, except for Taxes for which Buyer is liable pursuant to Sections 3.5 or 6.8(a) hereof; (c) Any liabilities or obligations of Sellers accruing under any of Sellers' Agreements or any payments or amounts due or other obligations under any Seller Non-material Contract on or prior to the Closing Date; (c) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets or the Business which are allocable to the Pre-Closing Period; (d) Any loans, other indebtedness, All liabilities and obligations arising under or accounts payable; (e) Accidents, misconduct, negligence, relating to Nuclear Laws or breach relating to any claim in respect of fiduciary duty occurring on Nuclear Material arising out of the ownership or operation of the NMP-2 Assets prior to the Closing Date; , including any and all asserted or unasserted liabilities or obligations to third parties (fincluding employees) Any legal proceeding initiated at any timefor personal injury, property damage or tort, or similar causes of action arising out of the ownership or operation of the NMP-2 Assets prior to the extent related Closing Date, including liabilities or obligations arising out of or resulting from a "nuclear incident" or "precautionary evacuation" (as such terms are defined in the Atomic Energy Act) at the Site, or any other licensed nuclear reactor site in the United States, or in the course of the transportation of radioactive materials to or from the Site or any action or omission on or other site prior to the Closing Date, including, without limitation, liability for any Liability for: deferred premiums assessed in connection with such a nuclear incident or precautionary evacuation under any applicable NRC or industry retrospective rating plan or insurance policy, including any mutual insurance pools established in compliance with the requirements imposed under Section 170 of the Atomic Energy Act and 10 C.F.R. Part 140, 10 C.F.R. section 50.54(w), and liabilities and obligations arising out of or resulting from the transportation, treatment, storage or disposal of Low Level Waste or other Nuclear Materials, other than any liabilities or obligations which have been expressly assumed by Buyer under Sections 2.3 or 6.13, provided Sellers will not have any liability for similar matters arising on or after the Closing Date; (e) Any fines or penalties (including investigatory or similar costs) imposed by a Governmental Authority with respect to the NMP-2 Assets resulting from (i) infringement an investigation, proceeding, request for information or misappropriation of Intellectual Property Rights; inspection before or by a Governmental Authority prior to the Closing Date, or (ii) injurycriminal acts, deathwillful misconduct or gross negligence of Sellers; (f) Subject to Section 3.5, property damage any payment obligations of Sellers for goods delivered or losses caused by services rendered prior to the Purchased Assets Closing Date, including, but not limited to, rental or lease payments due and owing prior to the Seller Products; or (iii) violations of Closing Date pursuant to the Real Property Agreements and any Legal Requirementsleases relating to Tangible Personal Property; (g) Any and all paymentsliability or obligation under or related to Environmental Laws or the common law, Liabilitieswhether such liability or obligation is known or unknown, obligations and responsibilities relating to (collectively, the “Contractor Obligations”): (i) contingent or accrued but unpaid salary, bonuses, commissions, overtime, deferred compensation, accrued and unused paid vacation and other paid leave, obligations under any incentive compensation plan, estimated entitlements to receive supplementary retirement benefits or allowances (whether pursuant to a contractual obligation or otherwise), severance payments, termination pay and other special compensation of any kind paid to, accrued with respect to, or that would be payable to (whether or not arising or made manifest before the Closing Date or on or after the Closing Date), arising as a result of, in connection with or allegedly caused by the disposal, storage, transportation, discharge, Release, or recycling of Hazardous Substances off-Site, or the arrangement for such activities, in connection with the ownership or operation of the NMP-2 Assets prior to the Closing Date, except that for the purpose of Sections 2.3 and 2.4, "off-Site" does not include any location adjoining the Site to which Hazardous Substances disposed of or Released at the Site have migrated; (h) Third party liability for toxic torts arising as a result of the Transaction), any present or former Contractor in connection with loss of Seller; (ii) Seller Benefit Plans life or any employee group medical, dental or life insurance plans or any other employee matter; and/or (iii) the termination of any Contractor injury to persons prior to the Closing Date in accordance with this Agreement (whether or in connection with this Transaction; not such loss or injury was made manifest on or after the Closing Date) caused (hor allegedly caused) Payments by the presence or Release of Hazardous Substances at, on, in, under, adjacent to employees or migrating from the NMP-2 Assets prior to the Closing Date, provided Sellers will not have any liability for payroll Taxes relating to compensation to Seller’s Contractors allocable to any period through and including similar actions by Buyer on or after the Closing Date; (i) Seller’s performance of this Agreement and the Transaction; (j) Any Environmental Law, which Liability relates to liabilities or arises out of (i) any acts or omissions of Seller on or prior to the Closing Date or (ii) any facts, circumstances or conditions existing on or prior to the Closing Date obligations relating to Hazardous SubstancesSellers' operations on, or usage of, the Easements or Sellers' equipment within the Easements, including, without limitation, any management, disposal liabilities or arranging for disposal obligations arising as a result of Hazardous Substances or in connection with (1) any violation or alleged violation of Environmental Law and (2) loss of life, injury to persons or property or damage to natural resources, but only to the Business extent caused by any Seller; (j) Other than as provided for in Sections 2.3(a) and (d), any liabilities or obligations relating to the Purchased Assets employment or Assumed Liabilities termination of employment, including personal injury, discrimination, harassment, retaliation, wrongful discharge, unfair labor practices, or activities constructive termination of any individual, or operations occurring any similar claim or conducted in connection with cause of action attributable to any predecessor operations of the Business actions or otherwise; provided that parties acknowledge and agree that as of inactions by NMPC prior to the Closing Date Date, provided Sellers will not have any liability for similar actions or inactions by Buyer will acquire and be responsible for disposal of those Purchased Assets set forth in Schedule 1.4(j)on or after the Closing Date; (k) Any Liability for expenses Subject to Section 6.10, any liabilities or obligations relating to any Benefit Plan maintained by NMPC or any other benefit described in Section 4.12(a), or any employee benefit plan as defined in Section 3(3) of ERISA and fees incurred maintained by Seller incidental any trade or business (whether or not incorporated) which is or ever has been under common control, or which is or ever has been treated as a single employer, with NMPC under Section 414(b), (c), (m) or (o) of the Code ("ERISA AFFILIATE") or to which NMPC or any ERISA Affiliate contributed (the "ERISA AFFILIATE PLANS"), including any multi-employer plan contributed to at any time by NMPC or any ERISA Affiliate, or any multi-employer plan to which NMPC or ERISA Affiliate is or was obligated at any time to contribute, including but not limited to, any such liability (i) relating to the preparation PBGC under Title IV of ERISA; (ii) relating to a multi-employer plan; (iii) with respect to non-compliance with the Transaction Documentsnotice and benefit continuation requirements of COBRA; (iv) with respect to any noncompliance with ERISA or any other applicable laws; or (v) with respect to any suit, preparation proceeding or delivery of materials or information requested by claim which is brought against Buyer, and the consummation any Benefit Plan, ERISA Affiliate Plan, or any fiduciary or former fiduciary of the Transaction, including, without limitation, all broker, counsel and accounting feesany such Benefit Plan or ERISA Affiliate Plan; (l) Any Liability arising out With respect to the Union and Non-Union Employees and subject to Sections 2.3(a), 2.3(d) and 6.10, any liabilities or obligations relating to the employment or services or termination of transactionsemployment or services, commitmentsincluding personal injury, infringementsdiscrimination, acts harassment, retaliation, constructive termination, wrongful discharge, unfair labor practices, or omissions any similar claim or cause of action attributable to any actions or inactions by NMPC that are filed with or pending before any court, administrative agency or arbitrator prior to the Closing Date, provided Seller will not in have any liability for similar actions by Buyer on or after the Ordinary Course of BusinessClosing Date; (m) Any Legal Requirement applicable liabilities relating to Sellerthe New York State Energy Research and Development Authority Pollution Control Bonds (collectively, as listed on Schedule 2.4(m), the Purchased Assets "POLLUTION CONTROL BONDS") and any agreements relating thereto, other than those arising out of the breach by Buyer of the covenants contained in Section 6.8(e) hereof; and (n) Subject to Section 6.18, any liabilities or obligations of Sellers relating to or arising from the Assumed Liabilities on or Operating Agreements prior to the Closing Date or any Liability for a violation of such a Legal Requirement; (n) Any Liability to any stockholders of Seller; (o) Any Liability to Matrigen, Selective Genetics (formerly known as Prizm Pharmaceuticals, Inc.) or any of their respective affiliates or Representatives; (p) Any Liability arising out of or relating to the following agreements (collectively, the “Prior Agreements”): (i) the Agreement and Plan of Merger, by and among Matrigen, Selective Genetics and the other parties signatory thereto; (ii) the Asset Purchase Agreement, dated as of November 23, 2004, by and between Selective Genetics and Seller; and/or (iii) any other third party contract or arrangement (whether written or oral) that relates to Seller’s acquisition of its right, title and interest in and to the Purchased Assets unless otherwise expressly assumed by Buyer in this Agreement; (q) Any Liability arising out of or in any way relating to Seller’s relationship with its Contractors (as defined below), including, without limitation, the hiring, engagement and termination of its Contractors; (r) Any Liability for credit balances, credit memos and all other amounts due to customers, suppliers, dealers and distributors; and (s) Any costs or expenses incurred in shutting down and removing equipment not purchased by Buyer and any expenses associated with any Seller Contracts not assumed by Buyer hereunderDate.