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 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 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 At the "Preliminary Closing", during the AInterim Period@ and at the "Closing" (as such terms are hereinafter defined), on the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, Seller shall sell to Buyer and Subsidiary hereby sell, assign and transfer to Purchaser, and Purchaser hereby purchases Buyer shall purchase from Seller and Subsidiary, all of Seller's right, title and interest in and to the following assets of the Container Business (whicheach, subject to Section 1.2an "Asset", are referred to in this Agreement as and, collectively, the “"Assets”"): (a) all The raw material inventory (including, without limitation, container closures, split paper stock and punched disks) of Seller’s and Subsidiary’s rights and interests the Container Business at the time of the Closing (the "RM"); as soon as practicable after the date of this Agreement, Seller shall deliver a listing of the raw material inventory which is on hand as of the Closing Date date hereof to Buyer; at the Preliminary (a) to Buyer, which will show the raw material inventory of the Container Business at the time of the Preliminary Closing, and as to which Buyer and Seller shall have reached agreement, acting in good faith and reasonably, prior to the Patents;Preliminary Closing; the parties will cooperate in conducting a physical review of the inventory of the RM as late as practicable prior to the Closing, and a listing of the RM resulting therefrom, showing the value thereof, will be delivered at the Closing and will be labeled Schedule 1.1(a). RM shall be valued at Seller's actual original purchase cost (excluding any storage and transport costs and any taxes paid or payable thereon); provided, however, that container closures shall be valued at the lesser of actual original purchase cost and selling price. (b) all The finished goods inventory of Seller’s the Container Business at the time of the Closing which relate to "Contracts" (as hereinafter defined) (the "FG"); the RM and Subsidiary’s rights and interests the FG are sometimes referred to collectively hereinafter as the "Inventory"; as soon as practicable after the date of this Agreement, Seller shall deliver a listing of the finished goods inventory which is on hand as of the Closing Date date hereof to Buyer; at the Preliminary Closing, Seller shall deliver (a) to Buyer, which will show the finished goods inventory of the Container Business at the time of the Preliminary Closing; the parties will cooperate in and conducting a physical review of the FG as late as practicable prior to the Trademarks;Closing, and a listing of the FG resulting therefrom, valued at Seller's price to its customer pursuant to the pending purchase order therefor (excluding any separately delivered enclosures) reduced by fifteen percent (15%), will be delivered at the Closing and will be labeled Schedule 1.1 (b). (c) all of Seller’s The machinery and Subsidiary’s rights and interests as equipment of the Container Business at the Preliminary Closing Date (the "M&E"); the M&E is listed, and the price of each item of M&E is set forth, on Schedule 1.1(c); and, in connection therewith, any related tools and accessories, and any spare parts which relate uniquely to the Know-How;M&E, engineering, product, manufacturing and assembly specifications, warranties from the manufacturer, drawings, blueprints and related data and materials used in the Container Business. (d) all of Seller’s and Subsidiary’s rights as of The molds used in the Container Business at the Preliminary Closing Date under (the Contracts, including "Molds"); the right to the security deposit held by the landlord pursuant to the lease for the Facility;Molds are listed on Schedule 1.1(d). (e) all The rights of Seller’s and Subsidiary’s rights and interests the Container Business under the existing purchase orders from customers of Seller (the "Contracts") which are in effect as of the Closing Date in and to Closing. The Buyer will deliver as soon as possible following 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).execution

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 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 Upon the terms and subject to the conditions and other provisions set forth in this Agreement, at the ClosingClosing (as hereinafter defined) effective as of January 1, 2011 (the “Closing Date” or the “Effective Date”), 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 described below (which, subject to Section 1.2, all of which are hereinafter sometimes referred to in this Agreement as the “Assets”):,” which shall be defined as those assets set forth in Sections 1(a) through 1(p) as of December 31, 2010: (a) all of The Seller’s and Subsidiary’s rights and interests as of the Closing Date in and inventory, which relates to the Patents;Business (the “Inventory”), as set forth on Schedule 1(a) attached hereto. (b) all of The Seller’s equipment and Subsidiary’s rights machinery, including repair parts, tools and interests as of the Closing Date in and miscellaneous property, which relate to the Trademarks;Business, as set forth on Schedule 1(b) attached hereto. (c) all of The Seller’s office furniture and Subsidiary’s rights and interests as of the Closing Date in and fixtures, which relate to the Know-How;Business, as set forth on Schedule 1(c) attached hereto. (d) all of The Seller’s automobiles, trucks, forklifts and Subsidiary’s rights as of the Closing Date under the Contractsother vehicles, 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 of Seller’s and Subsidiary’s rights and interests The Assets set forth in subsections (b) through (d) above are sometimes referred to herein as of the Closing Date in and to the Equipment;“Fixed Assets.” (f) all of The Seller’s other assets, which relate to the fixtures business, including software and furnishings owned by Seller or Subsidiary other technology, as of set forth on Schedule 1(f) attached hereto (the Closing Date that are located and used primarily at the Facility;“Other Assets”). (g) all sales, marketing and promotional materials owned by Seller or Subsidiary as of the Closing Date that are located at the Facility;The Seller’s goodwill. (h) all inventoriesThe Assets set forth in subsection (g), work-in-process inventoriesalong with the noncompetition agreements described in Section 3(d) hereof, product-in-transit inventories and other inventories of are sometimes referred to herein as 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;“Intangible Assets.” (i) The Assets shall be conveyed free and clear of all Acquired Xifin Accounts Receivable liabilities, obligations, liens, security interests and Post-10/5 Accounts Receivable; encumbrances of any character whatsoever, excepting only those liabilities and obligations, if any, which are expressly to be assumed by the Buyer hereunder (jthe “Assumed Liabilities”), as set forth on Schedule 1(i) all laboratory suppliesattached hereto. Except for the Assumed Liabilities, reagents and related laboratory materials owned by Seller if any, the Buyer shall not assume nor be responsible for any liabilities or Subsidiary as obligations which relate in any way to the operation 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, prior 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 Effective 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 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 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 Agreement, at At the Closing, the Seller and Subsidiary hereby will sell, assign transfer, assign, convey, set over and transfer deliver to the Purchaser, and the Purchaser hereby purchases will purchase, acquire and accept from the Seller all right, title and Subsidiary, interest of the Seller in and to all of the assets, rights and properties of Fluid Systems used in substantial part or with a principal purpose of use or disposition in connection with the Business, other than the Excluded Assets (collectively, the "PURCHASED ASSETS") including, without limitation, the following (whichassets, subject to Section 1.2, are referred to in this Agreement as the “Assets”):rights and properties: (a) all of Seller’s machinery, equipment, and Subsidiary’s rights and interests as motor vehicles set forth on Schedule 2.1(a) of the Closing Date in Disclosure Schedules 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 Contractstools, 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 dies, spare parts, furniture, fixtures and furnishings owned by Seller leasehold improvements, used 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 held for use solely in connection with the manufacture of the Existing Products, that are located at the Facility and owned by Seller or Subsidiary Business as of the Closing Date; (ib) all Acquired Xifin Accounts Receivable of the issued and Post-10/5 Accounts Receivableoutstanding capital stock of Stromsholmen AB as set forth on Schedule 2.1(b)(i) of the Disclosure Schedules (collectively, the "SHARES") to be purchased by ▇▇▇▇▇▇ Sweden; (jc) the real property owned by the Seller identified on Schedule 2.1(c)(i) of the Disclosure Schedules (the "OWNED REAL PROPERTY") and the Seller's interest in the real property leased by the Seller described on Schedule 2.1(c)(ii) of the Disclosure Schedules (the "LEASED REAL PROPERTY"); (d) all laboratory suppliesaccounts receivable of the Seller arising from the operation of the Business; (e) all inventories of raw materials, reagents work in process, finished products, goods, goods and related laboratory materials owned products held by Seller or Subsidiary third parties under consignment, spare parts, replacement and component parts, and office, packaging and other supplies (the "INVENTORIES"); (f) those contracts, agreements, leases, commitments, instruments, distribution and representative agreements, software licensing agreements, hardware and software support agreements, PC support agreements, system support agreements, communication and other services agreements, consulting and employment agreements, guaranties received, bids, orders and proposals set forth on Schedule 2.3(a)(ii) of the Disclosure Schedules to the extent in effect in connection with the Business as of the Closing Date that are located at (the Facility "CONTRACTS"), excluding all corporate-wide purchasing arrangements which relate generally to the Business and all antibodies owned by other divisions or business units of the Seller or Subsidiary any of its Affiliates and used in any other arrangements with other divisions or business units of the Diagnostic Business that are stored offsite, Seller or any of its Affiliates; (g) to the extent freely transferable (subject to applicable contractual use restrictions); (k) legally assignable, all of Seller’s and Subsidiary’s rights and interests Permits held by the Seller in connection with the Business as of the Closing Date Date; (h) all books, records (including personnel records provided that such personnel records are used by the Purchaser in compliance with Law), customer lists, ledgers, files, documents, correspondence, lists, plans, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller primarily in connection with the Business and are material to continuing the Web Site IPoperation of the Business as a going concern; and (li) those records all of Seller and Subsidiary, as they exist on the Closing Date, that only relate Seller's rights to the Existing Products or the Diagnostic Business (Intellectual Property used by Fluid Systems 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 relating primarily to the provisions regarding confidentialityBusiness, retain copies of such records)including (i) the Seller's right to use the names "▇▇▇▇▇," and "▇▇▇▇▇▇," and (ii) the patents, patent applications and trademarks identified on Schedule 4.11.

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 Agreementherein, at the Closing, Seller and Subsidiary hereby shall sell, assign assign, transfer and transfer deliver to PurchaserBuyer, and Purchaser hereby purchases Buyer will purchase, acquire and accept from Seller and SubsidiarySeller, all right, title and interest of Seller in, to and under the following assets excluding the Excluded Assets (whichcollectively, subject to Section 1.2such assets less the Excluded Assets, are referred to in this Agreement as the “Assets”): (a) the existing gathering system described on Schedule 2.1(a) (the “Existing Pipelines”) and the gas gathering system under construction as shown on such Schedule 2.1(a) (the “Pipelines Under Construction” and collectively with the Existing Pipelines, the “Gathering System”), together with all of gathering lines, pipelines, above-ground facilities or structures, valves, pipes, scrubbers, machinery, gauges, meters, fittings, fixtures, units, tanks, traps, pig launchers, cathodic protection equipment and radios related thereto that are primarily owned or held for use (whether such use is current or for in the future) by Seller (in each case) in connection with Seller’s and Subsidiary’s rights and interests as ownership or operation (including planned, future ownership or operation) of the Closing Date in and to the Patentsall or any portion of such Gathering System; (b) all of Seller’s fee interests, rights-of-way (including any land grants from Governmental Authorities), easements and Subsidiary’s leases owned or held by Seller or hereinafter acquired by Seller prior to Closing (in each case) in connection with the Gathering System, including those described on Schedule 2.1(b), together with the rights, tenements, appurtenant rights and interests as of privileges relating thereto (collectively, the Closing Date in and to the Trademarks“Real Property Interests”); (c) to the extent and only to the extent they pertain to the Assets, all of Seller’s Contracts to which Seller is a party and Subsidiary’s rights and interests as by which the Gathering System or any other Asset is subject or bound that will be binding on the owner of the Closing Date in Assets after Closing, including all gathering, transportation and marketing agreements (including the Gathering Agreement); hydrocarbon storage agreements; operating agreements; balancing agreements; facilities or equipment leases; interconnection agreements; service and parts agreements; and other similar contracts and agreements held by Seller and relating to the Know-HowGathering System and/or the other Assets, and including those described on Schedule 2.1(c) (collectively, the “Applicable Contracts”); (d) all of to the extent assignable under applicable Law, those Permits issued to or held by Seller in connection with Seller’s and Subsidiary’s rights as ownership or operation of the Closing Date under the ContractsGathering System and other Assets, including those described on Schedule 2.1(d) (the right to the security deposit held by the landlord pursuant to the lease for the Facility“Transferred Permits”); (e) to the extent not described in Section 2.1(a), all items of tangible personal property or equipment primarily owned or held for use by Seller in connection with Seller’s and Subsidiary’s rights and interests as ownership or operation of the Closing Date in Gathering System and to the Equipmentother Assets, including those described on Schedule 2.1(e); (f) all of the fixtures and furnishings owned inventory held by Seller or Subsidiary as of in connection with the Closing Date that are located Gathering System and used primarily at the Facilitydescribed on Schedule 2.1(f); (g) to the extent assignable, all salesrights, marketing claims and promotional materials owned by Seller causes of action (including warranty and similar claims) to the extent, and only to the extent, that such rights, claims or Subsidiary as causes of action (i) are associated with the Closing Date that are located at Assets and relate to the Facilityperiod of time from and after the Effective Time, or (ii) relate to the Assumed Liabilities and the period of time prior to the Closing; (h) all inventoriesnonexclusive access rights and rights to transport hydrocarbons (in each case) under and pursuant to the oil and gas leases and lease modifications set forth on Schedule 2.1(h) (the “Subject Leases”) to the extent and only to the extent such rights are necessary to own, work-in-process inventories, product-in-transit inventories operate and other inventories maintain that portion of the Existing Products, and all inventories designated exclusively for use in Gathering System currently located on the manufacture of the Existing Products, that are located at the Facility and owned by Seller or Subsidiary as of the Closing DateSubject Leases; (i) all Acquired Xifin Accounts Receivable and Post-10/5 Accounts Receivablewarranty claims that may be made against a Third Party vendor under a master service agreement or any other Contract, (in each case) relating to the Assets, or any products or services provided in connection therewith; (j) (i) all laboratory supplies, reagents and related laboratory materials owned by Seller or Subsidiary “job books” that exist as of the Closing Execution Date and that are located at related to the Facility Assets and (ii) all antibodies owned by other existing Records in the possession of Seller or Subsidiary and used in the Diagnostic Business its Affiliates that are stored offsite, related to the extent freely transferable Assets and necessary for the ownership or operation thereof (subject to applicable contractual use restrictionsclauses (i) and (ii) collectively, the “Transferred Records”);; and (k) all of Seller’s and Subsidiary’s rights and interests as of the Closing Date in and prepaid expenses (other than Taxes) attributable to the Web Site IP; and (l) those records Assets that are paid by or on behalf of Seller and Subsidiary, as they exist on the Closing Date, that only relate are attributable to the Existing Products or periods of time on and after 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 mayEffective Time, subject to the provisions regarding confidentiality, retain copies of such records)including prepaid utility charges.

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 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 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.