Common use of Sale and Purchase of Assets Clause in Contracts

Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, Seller and Subsidiary hereby sell, assign and transfer to Purchaser, and Purchaser hereby purchases from Seller and Subsidiary, all of the following (which, subject to Section 1.2, are referred to in this Agreement as the “Assets”): (a) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Patents; (b) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Trademarks; (c) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Know-How; (d) all of Seller’s and Subsidiary’s rights as of the Closing Date under the Contracts, including the right to the security deposit held by the landlord pursuant to the lease for the Facility; (e) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Equipment; (f) all of the fixtures and furnishings owned by Seller or Subsidiary as of the Closing Date that are located and used primarily at the Facility; (g) all sales, marketing and promotional materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility; (h) all inventories, work-in-process inventories, product-in-transit inventories and other inventories of the Existing Products, and all inventories designated exclusively for use in the manufacture of the Existing Products, that are located at the Facility and owned by Seller or Subsidiary as of the Closing Date; (i) all Acquired Xifin Accounts Receivable and Post-10/5 Accounts Receivable; (j) all laboratory supplies, reagents and related laboratory materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility and all antibodies owned by Seller or Subsidiary and used in the Diagnostic Business that are stored offsite, to the extent freely transferable (subject to applicable contractual use restrictions); (k) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Web Site IP; and (l) those records of Seller and Subsidiary, as they exist on the Closing Date, that only relate to the Existing Products or the Diagnostic Business (and do not relate to Seller’s or Subsidiary’s other businesses or assets) (it being understood that such records will not be subject to any restrictions on their use by Purchaser and that Seller and Subsidiary may, subject to the provisions regarding confidentiality, retain copies of such records).

Sale and Purchase of Assets. On Subject to the terms and subject to the conditions and other provisions set forth in this Agreementherein, at the Closing, the Buyer shall purchase and acquire from the Seller, and the Seller and Subsidiary hereby shall sell, assign convey, assign, transfer and transfer deliver to Purchaserthe Buyer, free and Purchaser hereby purchases from Seller and Subsidiaryclear of any Encumbrances other than Permitted Encumbrances, all of the following Seller’s right, title and interest in, to and under all of the assets, properties and rights (whichother than the Excluded Assets), subject to Section 1.2which relate to, or are referred to used, owned but not used, or held for use in this Agreement as connection with, the Business (collectively, the “Purchased Assets”):), including the following: (a) all of Seller’s and Subsidiary’s rights and interests as accounts or notes receivable of the Closing Date in and Seller related to the PatentsAssigned Contracts, and any security, claim, remedy or other right related to any of the foregoing (“Accounts Receivable”); (b) all of Seller’s inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and Subsidiary’s rights and interests as of the Closing Date in and to the Trademarksother inventories (“Inventory”); (c) all of Seller’s Contracts set forth on Schedule 2.1(c) and Subsidiary’s rights and interests as all other Contracts that relate to or arise out of the Closing Date in and to Purchased Assets (the Know-How“Assigned Contracts”); (d) all of Intellectual Property that is owned or licensed by the Seller’s and Subsidiary’s rights as , including all Intellectual Property used in or necessary for the conduct of the Closing Date under the Contracts, including the right to the security deposit held by the landlord pursuant to the lease for the FacilityBusiness (“Intellectual Property Assets”); (e) all of Seller’s machinery, equipment, furniture, fixtures, tools, parts, supplies, office equipment and Subsidiary’s rights and interests as of other tangible personal property (the Closing Date in and to the Equipment“Personal Property”); (f) all of the fixtures and furnishings owned by Seller or Subsidiary as of the Closing Date that are located and used primarily at the FacilityReal Property; (g) to the extent transferable, all sales, marketing Permits that are held by the Seller and promotional materials owned by Seller or Subsidiary as required for the conduct of the Closing Date that are located at Business or for the Facilityownership and use of the Purchased Assets, including the Permits listed on Schedule 4.14(b) and Schedule 4.16; (h) to the extent transferable, all inventoriescertifications, work-in-process inventoriesratings, product-in-transit inventories listings, and other inventories similar rights and benefits of the Existing Products, Seller that are held by the Seller and all inventories designated exclusively for use used in the manufacture conduct of the Existing Products, that are located at Business or used in connection with the Facility and owned by Seller ownership or Subsidiary as use of the Closing DatePurchased Assets; (i) all Acquired Xifin Accounts Receivable prepaid expenses, credits, advance payments and Post-10/5 Accounts Receivablesecurity deposits; (j) all laboratory supplies, reagents and related laboratory materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility Seller’s rights under warranties and all antibodies owned by Seller or Subsidiary and used in the Diagnostic Business that are stored offsite, similar rights against third parties to the extent freely transferable (subject related to applicable contractual use restrictions)the Purchased Assets; (k) originals or, where not available, copies of all books and records, including books of Seller’s account, ledgers and Subsidiary’s rights general, financial and interests as accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, and sales material and records in the possession of the Closing Date in and to the Web Site IPSeller; and (l) those records all goodwill and the going concern value of Seller and Subsidiary, as they exist on the Closing Date, that only relate to the Existing Products or the Diagnostic Business (and do not relate to Seller’s or Subsidiary’s other businesses or assets) (it being understood that such records will not be subject to any restrictions on their use by Purchaser and that Seller and Subsidiary may, subject to the provisions regarding confidentiality, retain copies of such records)Business.

Sale and Purchase of Assets. On Upon the terms and subject to the conditions and other provisions set forth in of this Agreement, in exchange for $300,000,000, subject to adjustment pursuant to Section 2.10 and Section 2.11, less (i) the amount of the Accrued 2021 Performance Bonuses, (ii) the amount of (A) the Accrued 2020 Performance Bonuses (to the extent unpaid as of the Closing Date), plus (B) to the extent the Accrued 2020 Performance Bonuses are unpaid as of the Closing Date, the aggregate Purchaser DC Plan Contributions required to be made with respect to such Accrued 2020 Performance Bonuses, and (iii) the amount payable to the Retention Agreement Recipients under the Retention Agreements (together with the employer portion of any payroll, social security, disability, workers compensation, unemployment or similar Taxes payable by the Purchaser related to such Accrued Performance Bonuses and amounts payable under the Retention Agreements) (the “Purchase Price”), which shall be paid at the Closing by the Purchaser or the SPV to the Seller in immediately available funds, at the Closing, the Seller shall, and shall cause its Subsidiaries to, sell, assign, transfer, convey and deliver, to the SPV, the designee of the Purchaser (or, in the case of the Purchaser-Owned IP, the Purchaser), and the SPV, as the designee of the Purchaser (or, in the case of the Purchaser-Owned IP, the Purchaser), shall purchase from the Seller and Subsidiary hereby sell, assign and transfer to Purchaser, and Purchaser hereby purchases from Seller and Subsidiary, all of the following (whichits Subsidiaries, subject to Section 1.22.1(b) and Section 2.5, are referred 52.6% (such percentage subject to in this Agreement as adjustment to account for any adjustment to Purchase Price hereunder and to account for the “Assets”): (aPurchaser-Owned IP) of all of Seller’s right, title and Subsidiary’s rights and interests as of the Closing Date interest in and to the Patents; (b) all of Seller’s the assets, properties and Subsidiary’s rights and interests as of any kind of the Closing Date in Seller or any of its Subsidiaries that are primarily related to, or used or held for use in, the Business (the “Transferred Assets”), free and to the Trademarks; (c) clear of all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Know-How; (d) all of Seller’s and Subsidiary’s rights as of the Closing Date under the ContractsEncumbrances, other than Permitted Encumbrances, including the right to the security deposit held by the landlord pursuant to the lease for the Facility; (e) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Equipment; (f) all of the fixtures and furnishings owned by Seller or Subsidiary as of the Closing Date that are located and used primarily at the Facility; (g) all sales, marketing and promotional materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility; (h) all inventories, work-in-process inventories, product-in-transit inventories and other inventories of the Existing Products, and all inventories designated exclusively for use in the manufacture of the Existing Products, that are located at the Facility and owned by Seller or Subsidiary as of the Closing Date; (i) all Acquired Xifin Accounts Receivable and Post-10/5 Accounts Receivable; (j) all laboratory supplies, reagents and related laboratory materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility and all antibodies owned by Seller or Subsidiary and used in the Diagnostic Business that are stored offsite, to the extent freely transferable (subject to applicable contractual use restrictions); (k) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Web Site IP; and (l) those records of Seller and Subsidiary, as they exist on the Closing Date, that only relate to the Existing Products or the Diagnostic Business (and do not relate to Seller’s or Subsidiary’s other businesses or assets) (it being understood that such records will not be subject to any restrictions on their use by Purchaser and that Seller and Subsidiary may, subject to the provisions regarding confidentiality, retain copies of such records).following:

Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this AgreementAgreement and in the Ancillary Agreements, at the Closing, Seller and Subsidiary hereby sell, assign will sell and transfer to Purchaser, and Purchaser hereby purchases will purchase from Seller and SubsidiarySeller, all of the following (which, subject to Section 1.2, are referred to in this Agreement as the “"Specified Assets”"): (a) all of Seller’s and Subsidiary’s 's rights and interests as of the Closing Date in and to the Specified Patents; (b) all of Seller’s and Subsidiary’s 's rights and interests as of the Closing Date in and to the TrademarksSpecified Know-How; (c) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Know-How; (d) all of Seller’s and Subsidiary’s 's rights as of the Closing Date under the Specified Contracts, including the right to the security deposit held by the landlord pursuant to the lease for the Facility; (ed) all items of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Equipment; (f) all of the equipment, fixtures and furnishings owned by Seller or Subsidiary as of the Closing Date that are located and used primarily at the Boulder Facility; (ge) all sales, marketing and promotional materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility; (h) all finished product inventories, work-in-process inventories, product-in-transit inventories and other inventories of the Existing Specified Products, and all API inventories designated exclusively for use in the manufacture of the Existing Specified Products, that are located at the Facility and owned by Seller or Subsidiary as of the Closing Date; (i) all Acquired Xifin Accounts Receivable and Post-10/5 Accounts Receivable; (jf) all laboratory supplies, laboratory animals, cell lines, reagents and related laboratory research materials owned by Seller or Subsidiary as of the Closing Date that are located at the Boulder Facility and all antibodies owned by Seller or Subsidiary and used in relate primarily to the Diagnostic Business that are stored offsiteSpecified Products, to the extent freely transferable (subject to applicable contractual use restrictions); (k) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Web Site IP; and (lg) those records of Seller and SubsidiarySeller, as they exist on the Closing Date, that only relate contain preclinical and clinical data relating exclusively to the Existing Specified Products or the Diagnostic Business (and do not relate to Seller’s or Subsidiary’s other businesses or assets) (it being understood that such records will not be subject to any restrictions on their use by Purchaser and that Seller and Subsidiary may, subject to the provisions regarding confidentialityconfidentiality set forth in the Ancillary Agreements, retain copies of such records).

Sale and Purchase of Assets. On Upon the terms and subject to the satisfaction or waiver of the conditions and other provisions set forth in, and in accordance with, this Agreement, at the Closing, immediately following the consummation of the Share Sale, Seller and Subsidiary hereby shall, or shall cause the applicable member of the Seller Group to, sell, convey, transfer, assign and transfer deliver to Alkali HoldCo, as the designee of Purchaser, and Purchaser hereby purchases shall purchase and acquire from the applicable member of the Seller Group (the “Asset Sale”; and Subsidiarytogether with the Share Sale, the “Sale”) all of such member’s right, title and interest in and to all of the following assets and properties primarily related to, owned, used or held for use in the conduct of the Business (whichbut, subject to Section 1.2for the avoidance of doubt, are referred to in this Agreement excluding the Excluded Assets and the assets and properties of the members of the Alkali Group), as such assets shall exist on the Closing Date (collectively, the “Transferred Assets”):), including the following: (a) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the PatentsAll Alkali Contracts; (b) all of Seller’s and Subsidiary’s rights and interests as All Intellectual Property primarily related to, owned, used or held for use in the conduct of the Closing Date Business, including (i) the patents and patent applications set forth on Section 2.2(b)(i) of the Seller Disclosure Schedule (the “Transferred Patents”) and (ii) all Marks, other than the FMC Marks, owned by Seller and primarily related to, owned, used or held for use in and to the conduct of the Business, including the registered Marks set forth on Section 2.2(b)(ii) of the Seller Disclosure Schedule, (the “Transferred Trademarks”) (collectively, the “Transferred IP”); (c) all of Seller’s All automobiles, trucks and Subsidiary’s rights and interests as vehicles primarily related to, owned, used or held for use in the conduct of the Closing Date in and to Business, including the Know-Howvehicles set forth on Section 2.2(c) of the Seller Disclosure Schedule (the “Transferred Vehicles”); (d) all of Seller’s All inventory, raw materials, work-in-process, finished goods, supplies, spare parts and Subsidiary’s rights as other inventories primarily related to, owned, used or held for use in the conduct of the Closing Date under the ContractsBusiness, including all such items located on any real property owned or leased by Seller primarily related to, owned, used or held for use in the right to conduct of the security deposit Business, in transit from suppliers of the Business, held for delivery by suppliers of the landlord pursuant to the lease for the FacilityBusiness, or held on consignment by third parties; (e) All machinery, fixtures, furniture, supplies, accessories, materials, equipment, parts, tooling, tools, molds, office equipment, computers, telephones, mobile devices and all other items of tangible personal property of Seller’s and Subsidiary’s rights and interests as , in each case, primarily related to, owned, used or held for use in the conduct of the Closing Date in and to Business, including those items of tangible personal property set forth on Section 2.2(e) of the EquipmentSeller Disclosure Schedule; (f) Subject to Section 5.1(a), all books and records primarily related to, owned, used or held for use in the conduct of the fixtures Business, including those books and furnishings owned records pertaining to customer accounts, suppliers, agents and, to the extent permitted by Seller or Subsidiary as applicable Law, all employee and personnel records of the Closing Date that are located Transferred Employees, but excluding all books and used primarily at records relating to, and held by a member of Seller Group in its capacity as, a lessor under railcar leases (the Facility“Transferred Books and Records”); (g) all salesAll goodwill primarily related to, marketing and promotional materials owned by Seller owned, used or Subsidiary as held for use in the conduct of the Closing Date that are located at Business or appurtenant to the FacilityTransferred Trademarks; (h) all inventoriesAll accounts receivable (other than from Seller or the other members of the Seller Group), work-in-process inventoriesnotes receivable, product-in-transit inventories rebates receivable, employee advances and other inventories of the Existing Productsmiscellaneous receivables, and all inventories designated exclusively whether or not evidenced by a note or other Contract, primarily related to, owned, used or held for use in the manufacture conduct of the Existing ProductsBusiness, that are located at and the Facility and owned by Seller full benefit of all security for such accounts or Subsidiary as of the Closing Dateother rights to payment; (i) Any and all Acquired Xifin Accounts Receivable insurance proceeds which any member of the Seller Group or any member of the Alkali Group has a right to receive as of the Closing and Post-10/5 Accounts Receivablethat relate to events, circumstances or occurrences prior to the Closing (in each case, to the extent relating to the Alkali Group (except to the extent relating to an Excluded Liability) or any Assumed Liability (for the avoidance of doubt, such definition construed without regard to this Section 2.2(i))) and all insurance policies and rights thereunder of the members of the Alkali Group; (j) all laboratory suppliesAll prepayments and prepaid expenses, reagents and related laboratory materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility and all antibodies owned by Seller or Subsidiary and used in the Diagnostic Business that are stored offsiteincluding any prepaid insurance premiums, to the extent freely transferable (subject to applicable contractual use restrictions)such prepayments, prepaid expense or prepaid insurance premium was reflected as a Current Asset in Working Capital on the Final Post-Closing Adjustment Statement; (k) all All claims, warranties, guarantees, refunds, Actions, defenses, rights of Seller’s recovery, rights of set-off or counterclaim and Subsidiary’s rights of recoupment of every kind and interests as of the Closing Date nature, in and each case to the Web Site IPextent primarily relating to the Business and except to the extent expressly set forth in Section 2.3; (l) Any refund of non-income Taxes to the extent such refund was reflected as a Current Asset in Working Capital on the Final Post-Closing Adjustment Statement; and (lm) those records All rights of Seller arising under, pursuant to, or in connection with any assignment of inventions (or other Intellectual Property) or confidentiality or non-compete agreements, entered into by any employee and SubsidiarySeller or any member of the Seller Group, as they exist on solely to the Closing Date, that only extent such rights primarily relate to the Existing Products or the Diagnostic Business (and do not relate to Seller’s or Subsidiary’s other businesses or assets) (it being understood that such records will not be subject to any restrictions on their use by Purchaser and that Seller and Subsidiary may, subject to the provisions regarding confidentiality, retain copies of such records)Business.

Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this AgreementAgreement including those set forth in Section 2.2, at the Closing, Seller and Subsidiary hereby shall sell, transfer, convey, assign and transfer deliver to PurchaserBuyer, and Purchaser hereby purchases Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and Subsidiary, to all of the following assets (whichcollectively, subject to Section 1.2, are referred to in this Agreement as the “Assets”), which Assets consist of all assets of Seller used in connection with the operation of the Business (other than the Excluded Assets, as hereinafter defined): (a1) All Intangibles owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) All of Seller’s rights, powers and Subsidiary’s rights privileges in and interests as to (a) the Contracts listed on Schedule 4.13 hereto under the caption “Specified Contracts”; and (b) any Contracts of Seller similar in nature to those listed on Schedule 4.13 hereto under such caption entered into during the period between the date hereof and the Closing Date in the ordinary course of Seller’s Business, the entry into which by Seller does not violate the provisions of this Agreement and to the Patents; all Contract Rights under (a) and (b) including all of Seller’s and Subsidiary’s rights and interests as of to royalties earned or accruing on or after the Closing Date in and to the Trademarks; (c) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Know-How; (d) all of Seller’s and Subsidiary’s rights as of the Closing Date under the “Specified Contracts, including the right to the security deposit held by the landlord pursuant to the lease for the Facility; (e) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Equipment; (f) all of the fixtures and furnishings owned by Seller or Subsidiary as of the Closing Date that are located and used primarily at the Facility; (g) all sales, marketing and promotional materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility; (h) all inventories, work-in-process inventories, product-in-transit inventories and other inventories of the Existing Products, and all inventories designated exclusively for use in the manufacture of the Existing Products, that are located at the Facility and owned by Seller or Subsidiary as of the Closing Date; (i) all Acquired Xifin Accounts Receivable and Post-10/5 Accounts Receivable; (j) all laboratory supplies, reagents and related laboratory materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility and all antibodies owned by Seller or Subsidiary and used in the Diagnostic Business that are stored offsite, to the extent freely transferable (subject to applicable contractual use restrictions”); (k3) all All current samples, sample books, prototypes, patterns, archive files, physical designs, promotional materials and other similar items used in or related to the Business); (4) The pro rata portion of Seller’s advances on royalties, advertising and Subsidiary’s rights and interests as of other amounts payable to Seller under the Specified Contracts for periods after the Closing Date determined in accordance with Schedule 2.1(4) and to the Web Site IPSection 6.11 hereto; and (l5) those records All of Seller Seller’s claims, causes of action and Subsidiary, as they exist on other legal rights and remedies arising subsequent to the Closing Date, that only relate to the Existing Products or the Diagnostic Business (and do not relate Date relating to Seller’s ownership of the Assets and/or the Business, but excluding claims against Buyer under this Agreement or Subsidiary’s other businesses or assets) (it being understood that such records will not be subject any Transaction Document to any restrictions on their use by Purchaser and that which Seller and Subsidiary may, subject is a party with respect to the provisions regarding confidentiality, retain copies of such records)transactions contemplated herein or therein.

Sale and Purchase of Assets. On Upon the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller and Subsidiary hereby shall sell, assign convey, assign, transfer and transfer deliver to PurchaserBuyer, and Purchaser hereby purchases Buyer shall purchase and acquire from Seller Seller, free and Subsidiaryclear of any Encumbrance, other than Permitted Encumbrances, all legal and beneficial right, title and interest in and to the property and assets of Seller, wherever located (collectively, and together with any of the following (whichassets assigned to Buyer by Parent pursuant to the Parent B▇▇▇ of Sale, subject to Section 1.2, are referred to in this Agreement as the “Purchased Assets”):), including the following: (a) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the PatentsEquipment; (b) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the TrademarksInventory; (c) all of Seller’s accounts receivable and Subsidiary’s rights and interests all unbilled amounts as of the Closing Date in Effective Time that would be payable by customers of Seller upon issuance of invoice therefor with respect to products or services sold or provided to them by Seller before the Effective Time, and to all proceeds of the Know-Howforegoing; (d) all of Seller’s credits, deposits, prepaid expenses, claims for refunds, rights to offset and Subsidiary’s rights as of the Closing Date under the Contracts, including the right to the security deposit held by the landlord pursuant to the lease for the Facilityother similar financial assets; (e) all of Seller’s and Subsidiary’s rights and interests as of under all Contracts to which it is a party or by which it is bound (collectively, the Closing Date in and to the Equipment“Assigned Contracts”); (f) all of Seller’s rights under the fixtures and furnishings owned by Seller or Subsidiary as of real property leases listed on Schedule 2.1(f) (collectively, the Closing Date that are located and used primarily at “Real Property Leases”) with respect to the Facilityreal properties specified therein (collectively, the “Leased Real Properties”); (g) all sales, marketing and promotional materials the real properties owned by Seller or Subsidiary as of and listed on Schedule 3, together in each case with Seller’s right, title and interest in and to all structures, facilities, fixtures and improvements located thereon and all easements, licenses, rights and appurtenances relating to the Closing Date that are located at foregoing, to the Facilityextent transferable with such real properties (collectively, the “Owned Real Properties,” and together with the Leased Real Properties, the “Real Properties”); (h) all inventories, work-in-process inventories, product-in-transit inventories and other inventories of the Existing Products, Permits and all inventories designated exclusively for use pending applications therefor or renewals thereof, in each case to the manufacture of the Existing Products, that are located at the Facility and owned extent transferable to Buyer by Seller their terms or Subsidiary as of the Closing Dateotherwise under applicable Law; (i) the Intellectual Property Registrations, including the Intellectual Property Registrations listed on Schedule 2.1(i) and all Acquired Xifin Accounts Receivable and Post-10/5 Accounts Receivableother Intellectual Property owned by Seller (collectively, the “Purchased Intellectual Property”); (j) all laboratory suppliesthe telephone (land line and mobile) numbers, reagents facsimile numbers and related laboratory materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility e-mail addresses listed on Schedule 2.1(j), and all antibodies owned by Seller or Subsidiary other intangible rights and used in the Diagnostic Business that are stored offsiteproperty of Seller, to the extent freely transferable (subject to applicable contractual use restrictions)including going concern value and goodwill; (k) all Claims of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Web Site IPSeller against Third Parties, whether c▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent; and (l) those originals or copies of all data and records (whether in print, electronic or other format), including client and customer lists and records, referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and, subject to applicable Laws, copies of all personnel records, but excluding the limited partnership records of Seller and Subsidiary, as they exist on the Closing Date, that only relate to the Existing Products or the Diagnostic Business (and do not relate to Seller’s or Subsidiary’s other businesses or assets) (it being understood that such records will not be subject to any restrictions on their use by Purchaser and that Seller and Subsidiary may, subject to the provisions regarding confidentiality, retain copies of such recordsspecified in Section 2.2(j).

Sale and Purchase of Assets. On Upon the terms and subject to the conditions and other provisions set forth in this Agreement, at the ClosingClosing (as hereinafter defined), the Seller and Subsidiary hereby shall sell, assign assign, transfer and transfer deliver to Purchaserthe Buyer, and Purchaser hereby purchases from Seller the Buyer shall purchase, acquire, accept and Subsidiary, take possession of all of the Seller's right, title and interest in and to the following assets of the Seller (which, subject to Section 1.2, all of which are hereinafter sometimes referred to as the "Assets," which shall be defined as those assets set forth in Sections 1(a) through 1(o) as of the date of this Agreement) adjusted for the deletions and additions thereto in the ordinary course of business for the period after the date of this Agreement through the Closing Date (as the “Assets”hereinafter defined)): (a) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and 's inventory, which relates to the Patents;Business (the "Inventory"), as set forth on Schedule 1(a) attached hereto. (b) all of Seller’s and Subsidiary’s rights and interests The land as of the Closing Date in and owned by ▇▇▇▇▇▇▇ which relates to the Trademarks;Business (the "Owned Real Property"), and all right, title and interest in the leased real property (the "Leased Real Property"), as set forth on Schedule 1(b) attached hereto, and collectively referred to as the "Real Property." (c) all of Seller’s The buildings and Subsidiary’s rights and interests as of improvements, located on the Closing Date in and Real Property, including storage, which relate to the Know-How;Business, as set forth on Schedule 1(c) attached hereto. (d) all of Seller’s 's equipment and Subsidiary’s rights as of the Closing Date under the Contractsmachinery, including the right which relate to the security deposit held by the landlord pursuant to the lease for the Facility;Business, as set forth on Schedule 1(d) attached hereto. (e) all All of Seller’s 's office furniture, fixtures, facilities and Subsidiary’s rights and interests as of the Closing Date in and supplies which relate to the Equipment;Business, as set forth on Schedule 1(e) attached hereto. (f) Seller's automobiles, trucks, all of other vehicles and forklifts which relate to the fixtures and furnishings owned by Seller or Subsidiary Business, as of the Closing Date that are located and used primarily at the Facility;set forth on Schedule 1(f) attached hereto. (g) all sales, marketing All of Seller's miscellaneous equipment and promotional materials owned by Seller or Subsidiary as of hand tools which relate to the Closing Date that are located at the Facility;Business. (h) all inventoriesSeller's accounts receivable which relate to the Business, work-in-process inventories, product-in-transit inventories and other inventories of as set forth on Schedule 1(h) attached hereto (the Existing Products, and all inventories designated exclusively for use in the manufacture of the Existing Products, that are located at the Facility and owned by Seller or Subsidiary as of the Closing Date;"Accounts Receivable"). (i) all Acquired Xifin Accounts Receivable All of Seller's right, title and Post-10/5 Accounts Receivable;interest in and to each lease, license, contract, warranty, agreement, purchase or sales order (including releases of quantities pursuant thereto), indenture or commitment, written or oral, to which Seller is a party on the Closing Date or by which any of the Assets are then bound (the "Assumed Agreements"), including, without limitation, the agreements described in Schedule 1(i) attached hereto; and (j) all laboratory supplies, reagents and related laboratory materials owned by Seller or Subsidiary The Assets set forth in subsections (b) through (g) above are sometimes referred to herein as of the Closing Date that are located at the Facility and all antibodies owned by Seller or Subsidiary and used in the Diagnostic Business that are stored offsite, to the extent freely transferable (subject to applicable contractual use restrictions);"Fixed Assets." (k) all of Seller’s 's pre-paid and Subsidiary’s rights and interests as of the Closing Date in and other assets which relate to the Web Site IP; andBusiness, as set forth on Schedule 1(k) attached hereto (the "Pre-Paid Assets"). (l) those records of Seller and Subsidiary, as they exist on the Closing Date, that only Seller's trade names which relate to the Existing Products or the Diagnostic Business Business, as set forth on Schedule 1(l) attached hereto. (and do not m) Seller's trademarks which relate to Seller’s or Subsidiary’s other businesses or assetsthe Business, as set forth on Schedule 1(m) attached hereto. (it being understood that such records will not be subject to any restrictions on their use by Purchaser and that n) The customer list of Seller and Subsidiary may, subject which relates to the provisions regarding confidentialityBusiness, retain copies of such records)as set forth on Schedule 1(n) attached hereto.

Sale and Purchase of Assets. On Subject to the terms and subject to the conditions and other provisions set forth in of this Agreement, at the ClosingBuyer shall purchase from Seller, and Seller and Subsidiary hereby shall sell, assign transfer, assign, convey and transfer to Purchaser, and Purchaser hereby purchases from Seller and Subsidiarydeliver, all of Seller's right, title and interest in and to the following assets of Seller used exclusively in the operation of the Existing Restaurants (whichthe "Assets"), subject to Section 1.2which Assets shall be conveyed AS-IS, are referred to in this Agreement as the “Assets”):WHERE-IS, WITH ALL FAULTS: (ai) all stock in trade and merchandise in Seller's inventory used by Seller exclusively in the conduct of Seller’s and Subsidiary’s rights and interests the Existing Restaurants as of the Closing Date in and to (the Patents"Inventory"); (bii) all furniture, fixtures, furnishings and other equipment used by Seller exclusively in the conduct of, together with the customary amount of Seller’s and Subsidiary’s rights and interests petty cash on hand at, th▇ ▇▇▇sting Restaurants as of the Closing Date in and to (the Trademarks"Personal Property"); (ciii) all rights of Seller’s Seller pursuant to all contracts, leases (except for any interest of Seller in any lease with any third party regarding the premises at which the Existing Restaurants are operated, other than the interest(s), if any, to be subleased to Buyer pursuant to the form of sublease attached hereto as Exhibit H (the "Sublease(s)"), warranties, commitments, agreements, purchase and Subsidiary’s rights sale orders and interests other executory commitments of Seller related solely to the Existing Restaurants as of the Closing Date (the "Contracts"); and (iv) all rights of Seller in and to the Know-Howstructure(s), building(s) and other improvements, if any, listed as owned by Seller on Exhibit A at the premises where the Existing Restaurants are located. Notwithstanding the foregoing, the Assets do not include the following assets of Seller: (A) Seller's accounts or notes receivable; (dB) all of Seller’s and Subsidiary’s rights as of 's cash on hand at the Closing Date under the Contracts, including the right to the security deposit held by the landlord pursuant to the lease Existing Restaurants except for the Facility; (epetty cash described in su▇-▇▇▇tion 3(a)(ii) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Equipment; (f) all of the fixtures and furnishings owned by Seller or Subsidiary as of the Closing Date that are located and used primarily at the Facility; (g) all sales, marketing and promotional materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility; (h) all inventories, work-in-process inventories, product-in-transit inventories and other inventories of the Existing Products, and all inventories designated exclusively for use in the manufacture of the Existing Products, that are located at the Facility and owned by Seller or Subsidiary as of the Closing Date; (i) all Acquired Xifin Accounts Receivable and Post-10/5 Accounts Receivable; (j) all laboratory supplies, reagents and related laboratory materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility and all antibodies owned by Seller or Subsidiary and used in the Diagnostic Business that are stored offsite, to the extent freely transferable (subject to applicable contractual use restrictionsabove); (kC) Seller's trade name, trademarks, service marks, copyrights and all other intellectual property or intangible property of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Web Site IP; and (lD) those records to the extent that the Existing Restaurants are operated on premises leased by Seller from a third party (or third parties), all rights of Seller and Subsidiary, as they exist on in any leasehold or other interest in the Closing Date, that only relate premises at which the Existing Restaurants are operated (except for any interest(s) to be subleased to Buyer pursuant to the Existing Products or the Diagnostic Business (and do not relate to Seller’s or Subsidiary’s other businesses or assets) (it being understood that such records will not be subject to any restrictions on their use by Purchaser and that Seller and Subsidiary may, subject to the provisions regarding confidentiality, retain copies of such recordsSublease(s)).

Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this AgreementAgreement and in the Ancillary Agreements, at the Closing, Seller and Subsidiary hereby sell, assign Sellers will sell and transfer to Purchaser, and Purchaser hereby purchases will purchase from Seller Sellers, the Improvements to the Licensed Technology and Subsidiaryall related Iodine Therapy assets, rights and properties owned by Sellers (the "Specified Assets"), whether or not carried and reflected on the books of Sellers (excluding the Excluded Assets), including, but not limited to, all of the following (which, subject to Section 1.2, are referred to in this Agreement as the “Assets”):following: (a) all of Seller’s and Subsidiary’s rights Sellers' rights, titles and interests as of the Closing Date in and to the PatentsSpecified Intellectual Property; (b) all of Seller’s and Subsidiary’s rights Sellers' rights, titles and interests as of the Closing Date in and to the TrademarksSpecified Know-How; (c) all of Seller’s and Subsidiary’s rights Sellers' rights, titles and interests as of under the Closing Date in and to the Know-HowSpecified Contracts; (d) all of Seller’s Sellers' rights, titles and Subsidiary’s rights as of the Closing Date interests under the Contracts, including the right to the security deposit held by the landlord pursuant to the lease for the FacilitySpecified Tangible Property; (e) all of Seller’s and Subsidiary’s rights Sellers' rights, titles and interests as of under the Closing Date in and to the EquipmentSpecified Inventory; (f) all of Sellers' rights, titles and interests under the fixtures and furnishings owned by Seller or Subsidiary as of the Closing Date that are located and used primarily at the FacilitySpecified Regulatory Filings; (g) all saleschoses in action, marketing claims and promotional materials owned by Seller causes of action or Subsidiary as rights of recovery or set-off of every kind and character, in each case only to the Closing Date that are located at extent related to the Facility;Specified Assets; and (h) all inventoriesof Sellers' files, work-in-process inventoriespapers, product-in-transit inventories documents, electronic files and databases, and other inventories of records relating to the Existing ProductsImprovements to the Licensed Technology, and all inventories designated exclusively for use in the manufacture other miscellaneous assets of the Existing Products, that are located at the Facility and owned by Seller or Subsidiary as of the Closing Date; (i) all Acquired Xifin Accounts Receivable and Post-10/5 Accounts Receivable; (j) all laboratory supplies, reagents and related laboratory materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility and all antibodies owned by Seller or Subsidiary and used in the Diagnostic Business that are stored offsite, Sellers relating to the extent freely transferable Iodine Therapy wherever located (subject including those of Sellers' held by Cato Research Corporation without limitation, preclinical and clinical data, clinical trial records, patient records, laboratory research records, market research, books, processes, formulae, manufacturing formulae and processes, scientific material, marketing plans, case report forms, quality of life instruments, correspondence, production records, regulatory filings and correspondence and any other information reduced to applicable contractual use restrictions); (k) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and writing relating to the Web Site IP; and (l) those records of Seller and Subsidiary, as they exist on the Closing Date, that only relate Improvements to the Existing Products or the Diagnostic Business (and do not relate to Seller’s or Subsidiary’s other businesses or assets) (it being understood that such records will not be subject to any restrictions on their use by Purchaser and that Seller and Subsidiary may, subject to the provisions regarding confidentiality, retain copies of such records)Iodine Therapy.

Sale and Purchase of Assets. On Upon the terms and subject to the conditions and other provisions set forth contained in this Agreement, at the Closing, Seller and Subsidiary hereby agrees to sell, assign and transfer to Purchaser, and Purchaser hereby purchases from Seller and Subsidiaryagrees to purchase, all of Seller's assets and properties, tangible and intangible, real, personal or mixed, of and pertaining to or used in the following Purchased Business, wherever located, whether known or unknown, and whether or not reflected on the books and records of Seller (whichthe "Assets"). The Assets include, subject to Section 1.2but are not limited to, are referred to in this Agreement as the “Assets”):following: (a) all right, title and interest in all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Patents's Accounts; (b) all rights of Seller’s use and Subsidiary’s rights and interests as occupancy of Seller in the portion of the Closing Date in and to real estate leased by Seller occupied by the TrademarksCentral Monitoring Station, as described on Schedule 4.7 (the "Real Estate"); (c) all rights of Seller’s use and Subsidiary’s rights occupancy of Seller in the plant, improvements, appurtenances and interests as fixtures located on or forming part of the Closing Date in and to the Know-HowReal Estate; (d) except for those items listed in Schedule 4.8 as being retained by Seller, all of tangible personal property, all machinery and equipment, computers, telephone installations, handling equipment, furniture, furnishings, accessories and spare parts, owned by Seller’s and Subsidiary’s rights as of the Closing Date under the Contracts, including the right to the security deposit held by the landlord pursuant to the lease for the Facility; (e) all of Seller’s leases of, and Subsidiary’s rights conditional sales contracts and interests as of the Closing Date in title retention agreements relating to tangible personal property and to the EquipmentIntellectual Property, under which Seller is lessee or conditional buyer; (f) all of the fixtures and furnishings owned by Seller or Subsidiary as of the Closing Date that are located and used primarily at the Facilityaccounts receivable; (g) all sales, marketing prepaid expenses and promotional materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facilitydeposits; (h) all inventories, work-in-process inventories, product-in-transit inventories and other inventories of the Existing Products, and all inventories designated exclusively for use in the manufacture of the Existing Products, that are located at the Facility and owned by Seller or Subsidiary as of the Closing DateIntellectual Property; (i) all Acquired Xifin Accounts Receivable other contracts or commitments to which Seller is a party or by which Seller or any of the Assets is bound, all of which other than monitoring contracts with Dealers and Post-10/5 Accounts Receivable;Subscribers are described on Schedule 4.10, including, but not limited to: (1) all unfilled orders of Seller; and (2) all forward commitments to Seller for supplies or materials entered into the usual and ordinary course of business, whether or not there are any written contracts with respect thereto. (j) all laboratory supplies, reagents and related laboratory materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility and all antibodies owned by Seller or Subsidiary and used in the Diagnostic Business that are stored offsite, to the extent freely transferable (subject to applicable contractual use restrictions); Permits; (k) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Web Site IP; and (l) those records of Seller sales, Dealer lists, Subscriber lists, customer lists and Subsidiary, as they exist on the Closing Date, that only relate to the Existing Products or the Diagnostic Business (and do not relate to Seller’s or Subsidiary’s other businesses or assets) (it being understood that such records will not be subject to any restrictions on their use by Purchaser and that Seller and Subsidiary may, subject to the provisions regarding confidentiality, retain copies of such records).supplier lists;

Sale and Purchase of Assets. On Subject to the terms and subject to the conditions and other provisions set forth in of this Agreement, at the ClosingBuyer shall purchase from Seller, and Seller and Subsidiary hereby shall sell, assign transfer, assign, convey and transfer to Purchaser, and Purchaser hereby purchases from Seller and Subsidiarydeliver, all of Seller's right, title and interest in and to the following assets of Seller used exclusively in the operation of the Existing Restaurants (whichthe "Assets"), subject to Section 1.2which Assets shall be conveyed AS-IS, are referred to in this Agreement as the “Assets”):WHERE-IS, WITH ALL FAULTS: (ai) all stock in trade and merchandise in Seller's inventory used by Seller exclusively in the conduct of Seller’s and Subsidiary’s rights and interests the Existing Restaurants as of the Closing Date in and to (the Patents"Inventory"); (bii) all furniture, fixtures, furnishings and other equipment used by Seller exclusively in the conduct of, together with the customary amount of Seller’s and Subsidiary’s rights and interests ▇▇▇▇▇ cash on hand at, the Existing Restaurants as of the Closing Date in and to (the Trademarks"Personal Property"); (ciii) all rights of Seller’s Seller pursuant to all contracts, leases (except for any interest of Seller in any lease with any third party regarding the premises at which the Existing Restaurants are operated, other than the interest(s), if any, to be subleased to Buyer pursuant to the form of sublease attached hereto as Exhibit H ( the "Sublease(s)")), warranties, commitments, agreements, purchase and Subsidiary’s rights sale orders and interests other executory commitments of Seller related solely to the Existing Restaurants as of the Closing Date (the "Contracts"); and (iv) all rights of Seller in and to the Know-Howstructure(s), building(s) and other improvements, if any, listed as owned by Seller on Exhibit A at the premises where the Existing Restaurants are located. Notwithstanding the foregoing, the Assets do not include the following assets of Seller: (A) Seller's accounts or notes receivable; (dB) all of Seller’s and Subsidiary’s rights as of 's cash on hand at the Closing Date under the ContractsExisting Restaurants, including the right to the security deposit held by the landlord pursuant to the lease except for the Facility▇▇▇▇▇ cash described in sub-section 3(a)(ii) above; (eC) Seller's trade name, trademarks, service marks, copyrights and all other intellectual property or intangible property of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Equipment; (f) all of the fixtures and furnishings owned by Seller or Subsidiary as of the Closing Date that are located and used primarily at the Facility; (g) all sales, marketing and promotional materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility; (h) all inventories, work-in-process inventories, product-in-transit inventories and other inventories of the Existing Products, and all inventories designated exclusively for use in the manufacture of the Existing Products, that are located at the Facility and owned by Seller or Subsidiary as of the Closing Date; (i) all Acquired Xifin Accounts Receivable and Post-10/5 Accounts Receivable; (j) all laboratory supplies, reagents and related laboratory materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility and all antibodies owned by Seller or Subsidiary and used in the Diagnostic Business that are stored offsite, to the extent freely transferable (subject to applicable contractual use restrictions); (k) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Web Site IP; and (lD) those records to the extent that the Existing Restaurants are operated on premises leased by Seller from a third party (or third parties), all rights of Seller and Subsidiary, as they exist on in any leasehold or other interest in the Closing Date, that only relate premises at which the Existing Restaurants are operated (except for any interest(s) to be subleased to Buyer pursuant to the Existing Products or the Diagnostic Business (and do not relate to Seller’s or Subsidiary’s other businesses or assets) (it being understood that such records will not be subject to any restrictions on their use by Purchaser and that Seller and Subsidiary may, subject to the provisions regarding confidentiality, retain copies of such recordsSublease(s)).

Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement, at the ClosingSeller hereby sells, Seller conveys, transfers, assigns, grants and Subsidiary hereby sell, assign and transfer delivers to Purchaser, and Purchaser hereby purchases purchases, acquires and accepts delivery from Seller Seller, at the Closing, free and Subsidiaryclear of all Liens except Permitted Encumbrances, all of Seller’s right, title and interest in and to all of the following assets related to the products set forth in Schedule 1.1 (which, subject to Section 1.2, are referred to in this Agreement as the “Specified Products”) (collectively, the “Specified Assets”): (a) all of Seller’s and Subsidiary’s rights and interests as the Specified IP Rights, including without limitation the Specified IP Rights identified on Part 2.3(b) of the Closing Date in and to the PatentsDisclosure Schedule; (b) all rights of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Trademarks; (c) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Know-How; (d) all of Seller’s and Subsidiary’s rights Seller as of the Closing Date under the contracts set forth in Schedule 1.1(b) (the “Specified Contracts, including the right to the security deposit held by the landlord pursuant to the lease for the Facility”); (ec) all of Seller’s packaging materials, finished product inventories and Subsidiary’s rights and interests as of the Closing Date in and to the Equipment; (f) all of the fixtures and furnishings owned by Seller or Subsidiary as of the Closing Date that are located and used primarily at the Facility; (g) all sales, marketing and promotional materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility; (h) all inventoriesproduct samples, work-in-process inventories, product-in-transit inventories blend of dietary supplement agreements and other inventories raw materials of or for the Existing ProductsSpecified Products that Seller owns and has the power to control their disposition (if not in Seller’s physical possession or control), and all inventories designated exclusively for use including the specific units identified on Schedule 1.1(c), in the manufacture of the Existing Products, that are located at the Facility and owned by Seller or Subsidiary each case as of the Closing Datedate specified in such schedule (collectively, the “Specified Inventory”); (id) all Acquired Xifin Accounts Receivable and Post-10/5 Accounts Receivablethe Authorizations for the Specified Products, in each case to the extent transferable to Purchaser, including those set forth in Schedule 1.1(d), which are transferable to Purchaser (the “Specified Authorizations”); (je) all laboratory suppliesclaims, reagents counterclaims, credits, causes of action, rights of recovery, and rights of indemnification or setoff against third parties and other claims to the extent arising out of or relating to the Specified Products or the Specified Business (including those occasioned from or because of any and all past, present and future infringement of any Specified IP Rights, including all rights to recover damages (including past damages and attorneys’ fees), profits and injunctive or other relief for such infringement), whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent; (f) all Labeling, informational letters, sales training materials, trade show materials, including materials containing post-marketing clinical data (if any), advertising, marketing, sales and promotional materials to the extent related laboratory materials owned by Seller to the Specified Business and the promotion or Subsidiary as sale of the Closing Date that are located at Specified Products, including without limitation the Facility “masters” of advertising commercials for the Specified Products; (g) (i) copies of books, records, files, documentation and all antibodies owned by Seller financial books and records relating exclusively to the Specified Business or Subsidiary the Specified Products since 2012, and used in (ii) marketing plans; target lists; manufacturing information; clinical data; pharmacovigilance information, data and reports; pricing and reimbursement data; and any applicable regulatory submissions, filings, notifications or the Diagnostic Business that are stored offsitelike (including correspondence with and any reports submitted to any Governmental Entity to the extent relating to the Specified Products, to the extent freely transferable Seller normally retains such records and minutes in the ordinary course of its regulatory activities); in each case to the extent related to the Specified Business or any of the Specified Products (the items identified in clause “(ii)” are referred to as “Mingled Books and Records” and, together with the items identified in clause “(i)”, the “Specified Books and Records”); provided that the Specified Books and Records shall be deemed not to include any books, records or other items (x) that are subject to restrictions on transfer pursuant to applicable contractual use restrictions); Legal Requirements (kincluding the Health Insurance Portability and Accountability Act of 1996) all or with respect to which transfer would require any Authorization under applicable Legal Requirements; or (y) relating to performance ratings or assessments of employees of Seller’s ; provided, further, that (A) with respect to Mingled Books and Subsidiary’s rights and interests as of the Closing Date Records that are included in and documents which also include portions that are not related to the Web Site IP; and (l) those records of Seller and Subsidiary, as they exist on the Closing Date, that only relate to the Existing Products Specified Business or the Diagnostic Business (Specified Products, Seller shall only be required to use commercially reasonable efforts to identify, extract and deliver the portions that are material Mingled Books and Records from the other portions of such marketing plans; target lists; manufacturing information; clinical data; pharmacovigilance information, data and reports; pricing and reimbursement data; and regulatory dossiers, which, in each case, do not relate to Seller’s the Specified Business or Subsidiary’s other businesses or assets) the Specified Products (it being understood that Seller may retain a copy of such Mingled Books and Records) and (B) if requested by Purchaser, Seller shall use commercially reasonable efforts to obtain any necessary Authorizations required to transfer any books, records will not be or other items subject to any restrictions on their use by Purchaser Authorization under applicable Legal Requirements; and (h) all goodwill and that Seller and Subsidiary may, subject to the provisions regarding confidentiality, retain copies going concern value of such records)the Specified Business.

Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, Seller and Subsidiary hereby sell, assign and transfer to Purchaser, and Purchaser hereby purchases from Seller and Subsidiary, all of the following (which, subject to Section 1.2, are referred to in this Agreement as the “Assets”): (a) all of Seller’s Tank Containers and Subsidiary’s rights and interests as of the Closing Date in and to the PatentsTank Chassis; (b) all of Seller’s and Subsidiary’s the rights and interests as benefits of any Seller under Contracts primarily relating to the Business, including Leases with respect to the Leased Premises (but not including Contracts relating to systems hardware, software and other information technology or Contracts relating to Benefit Plans unless expressly assumed elsewhere in this Agreement), including the Material Contracts set forth in Section 4.11 of the Closing Date in and to the TrademarksSeller Disclosure Schedule; (c) all books, records, files, documents, correspondence, drawings, specifications, promotional materials, studies and reports of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and any Seller primarily relating to the Know-HowAssets and Assumed Liabilities; (d) all of Seller’s the Names, Trademarks and Subsidiary’s rights as of the Closing Date under the ContractsPrefixes, including the right solely to the security deposit held extent provided by the landlord license granted pursuant to the lease for the FacilitySection 6.8(a); (e) all of Seller’s and Subsidiary’s rights and interests as personal computers primarily relating to the Business which are set forth in Section 2.1(e) of the Closing Date in Seller Disclosure Schedule, and all equipment, furniture, fixtures and other tangible personal property located at the Leased Premises primarily relating to the EquipmentBusiness; (f) all of Permits used or held for use primarily in connection with the fixtures and furnishings owned by Seller or Subsidiary as of Business, to the Closing Date that extent such Permits are located and used primarily at the Facilityassignable; (g) all sales, marketing and promotional materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility;Accounts Receivable; and (h) all inventoriesmachinery, work-in-process inventoriesvehicles, product-in-transit inventories tools, replacement and spare parts and supplies owned by any Seller and used or held for use primarily in connection with the Business. To the extent any assets (other inventories of than the Existing ProductsExcluded Assets), wherever located, and all inventories designated exclusively for use coming within the descriptions of subsections (a) - (h) above are owned, managed or leased-in the manufacture by any Subsidiary or other Affiliate of the Existing Productsany Seller, that are located at the Facility and owned by Seller or Subsidiary as of the Closing Date; (i) all Acquired Xifin Accounts Receivable such items are included within the term "Assets," (ii) such Subsidiary is deemed to be included within the term "Sellers" and Post-10/5 Accounts Receivable; (jiii) all laboratory suppliesSellers shall cause each such Subsidiary and other Affiliate, reagents and related laboratory materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility and all antibodies owned by Seller or Subsidiary and used in the Diagnostic Business that are stored offsiteClosing, to the extent freely transferable (subject convey such Assets to applicable contractual use restrictions); (k) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date Purchaser, or to Sellers for conveyance to Purchaser, in and to the Web Site IP; and (l) those records of Seller and Subsidiary, as they exist on the Closing Date, that only relate to the Existing Products or the Diagnostic Business (and do not relate to Seller’s or Subsidiary’s other businesses or assets) (it being understood that such records will not be subject to any restrictions on their use by Purchaser and that Seller and Subsidiary may, subject to accordance with the provisions regarding confidentiality, retain copies of such records)hereof.

Sale and Purchase of Assets. On Subject to the terms and subject to the conditions and other provisions set forth in of this Agreement, at the ClosingSeller hereby sells, Seller assigns, transfers and Subsidiary hereby sell, assign and transfer conveys to Purchaserthe Buyer, and Purchaser the Buyer hereby purchases purchases, acquires and accepts from Seller the Seller, free and Subsidiaryclear of all Encumbrances other than Permitted Encumbrances, all of the following Seller’s right, title and interest in the Seller’s assets exclusively used in the Business (which, subject to Section 1.2, are referred to in this Agreement as other than the Excluded Assets) (the “Purchased Assets”):), including all assets that fall into the following categories to the extent that they are exclusively used in the Business: (a) all of Seller’s Approximately 450 racking units owned by the Seller and Subsidiary’s rights and interests as of used in the Closing Date in and to Business (the Patents“Tangible Personal Property”); (b) all of Seller’s Approximately 83,000 18 liter-sized containers owned by the Seller and Subsidiary’s rights and interests as of used in the Closing Date in and to Business (the Trademarks“Inventory”); (c) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Know-How; (d) all of Seller’s and Subsidiary’s rights as of the Closing Date under the Contracts, including the right to the security deposit held by the landlord pursuant to the lease for the Facility; (e) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and to the Equipment; (f) all of the fixtures and furnishings owned by Seller or Subsidiary as of the Closing Date that are located and used primarily at the Facility; (g) all sales, marketing and promotional materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility; (h) all inventories, work-in-process inventories, product-in-transit inventories and other inventories of the Existing Products, and all inventories designated exclusively for use in the manufacture of the Existing Products, that are located at the Facility and owned by Seller or Subsidiary All Accounts Receivable as of the Closing Date; (id) All rights and interests in and to all Acquired Xifin Accounts Receivable and Post-10/5 Accounts Receivable; (j) all laboratory supplies, reagents and related laboratory materials owned by Seller or Subsidiary as Contracts of the Closing Date that are located at Business with retailers (the Facility and all antibodies owned by Seller or Subsidiary and used in the Diagnostic Business that are stored offsite, to the extent freely transferable (subject to applicable contractual use restrictions“Assigned Contracts”); (ke) all of Seller’s All customer lists, supplier lists, business and Subsidiary’s rights financial records regarding Accounts Receivable and interests as Accounts Payable, and equipment repair, maintenance, service, and quality control records; (f) All goodwill of the Closing Date in Business; (g) All rights of the Seller to causes of action, lawsuits, judgments, claims and demands of any nature arising out of the operation of the Business and all counterclaims, rights of setoff, rights of indemnification and affirmative defenses to any claims arising out of the Web Site IPoperation of the Business that may be brought against the Buyer by third parties; (h) All rights to refunds from customers and suppliers of the Business and all prepaid expenses of the Business; and (li) those records All other properties and assets of Seller and Subsidiary, as they exist on the Closing Date, that only relate to Business not of a type falling within any of the Existing Products categories of assets or properties described in clauses (a) through (h) above falling within the Diagnostic Business (and do not relate to Seller’s or Subsidiary’s other businesses or assets) (it being understood that such records will not be subject to any restrictions on their use by Purchaser and that Seller and Subsidiary may, subject to the provisions regarding confidentiality, retain copies definition of such records)Purchased Assets.