Common use of Excluded Assets Clause in Contracts

Excluded Assets. Purchaser acknowledges and agrees that it is not acquiring any right, title or interest in, to or under any of the following assets (collectively, the “Excluded Assets”): (a) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedules.

Excluded Assets. Purchaser acknowledges Notwithstanding anything contained in this Agreement to the contrary, no Seller shall sell, assign or transfer to Buyer, and agrees that it is Buyer shall not acquiring purchase from such Seller, any rightrights, title or interest in, to of such Seller or under any of its Affiliates in or to any of any properties, assets or rights of any kind, whether tangible or intangible, owned, licensed, leased or otherwise held by such Seller or any of its Affiliates that are not expressly referenced in Section 2.1, including the following assets (collectively, the “Excluded Assets”): (a) any cash, checks, money orders, marketable securities, short-term instruments all Excluded Books and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental AuthorityRecords; (b) any Accounts Receivable; (c) any Contracts all equity interests of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by such Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any or owned by such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (kc) any rightsall rights to (i) causes of action, lawsuits, judgments, claims and credits demands of any nature, whether mature, contingent or otherwise, whether in tort, contract or otherwise, in favor of such Seller or any of its Affiliates and to the extent arising out of or relating to any Excluded Asset or any Retained Excluded Liability, whether by way of counterclaim or otherwise, including applicable rights of indemnity, applicable warranty rights (including applicable rights under Subcontractor warranties), applicable rights of contribution, applicable rights to refunds, applicable rights of reimbursement and other applicable rights of recovery (regardless of whether such rights are currently exercisable) and (ii) subject to Section 6.20, the ▇▇▇▇ Eminent Domain Proceedings; (d) all rights to Tax refunds, credits or similar benefits or Tax attributes to the extent relating to or attributable to any guaranteesExcluded Liabilities; (e) all cash, warrantiescash equivalents, indemnities certificates of deposit, bank deposits, commercial paper, securities, accounts receivable and any similar rights in favor current assets of such Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (mf) that certain ▇▇▇▇ of Sale dated November 29all rights to any refunds, 2019 by and between Patheon Pharmaceuticals Inc. and Sellerdeposits, credits or similar benefits, to the extent Buyer has not reimbursed such Seller for such refund, deposit, credit or similar benefit; (ng) that certain Non-Exclusive License Agreement dated August 24all Permits of such Seller or any of its Affiliates, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Incother than the Transferred Permits or the Permit Applications; (oh) any other assets, properties or rights all Contracts of such Seller or any of its Affiliates other than the Purchased AssetsAssigned Contracts, including the Excluded Contracts; (i) all casualty, liability and other insurance policies maintained by such Seller or any of its Affiliates and all rights of any nature relating thereto, including all rights to insurance recoveries thereunder and to assert claims thereunder; (j) all rights of such Seller and its Affiliates under this Agreement and the Ancillary Agreements; and (pk) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recoverysuch Seller in real property not primarily used, rights or primarily held for use, in, or necessary for, the ownership, operation, maintenance, leasing, development or construction of set-offthe Project, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover Improvements thereon and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedulesthereto.

Excluded Assets. Purchaser acknowledges Notwithstanding anything contained in Section 2.1 hereof to the contrary, Sellers are not selling, and agrees that it Buyer is not acquiring purchasing (i) any right, title or interest in, to or under any assets of the following Company set forth in Sections 2.2(a)-(l) below and (ii) any assets of Sellers not used primarily in the operation of the Business, all of which shall be retained by Sellers (collectively, the “"Excluded Assets”):"). To the extent that any of the Excluded Assets are located at the Real Property, Sellers shall be provided a reasonable period after the Closing Date, but not to exceed sixty (60) days, to remove, at Sellers' expense, all such Excluded Assets. The Excluded Assets include: (a) any all cash, checks, money orders, marketable securities, short-term instruments investments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence equivalents of indebtedness issued or guaranteed by any Governmental Authoritythe Company; (b) all accounts receivable and notes receivable of the Company, and any Accounts Receivablesecurity held by the Company for the payment thereof, as of the Closing Date; (c) all performance bonds for reclamation or otherwise, surety bonds or escrow agreements and any Contracts payment or prepayments made with respect thereto, or certificates of Seller deposit or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture other sums or amounts posted by Sellers to secure any of the Products), foregoing for reclamation or rights therein or thereunder, other than the Transferred Contractsotherwise; (d) any Governmental Authorizationsthe Company's capital stock, corporate and minute books, Tax returns and other organizational documents, and the Company's financial books and records and employment records, other than the Transferred Governmental Authorizationsthose employment records pertaining to Hired Employees and allowed to be transferred to Buyer under applicable Laws; (e) any deposits or advance payments all qualifications to transact business as a foreign corporation, arrangements with registered agents with respect to Taxes; any claimsforeign qualifications, rights and interest in taxpayer and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodother identification numbers; (f) (i) the corporate books any Tax benefits and records of Seller and its Affiliates that are not Product Books and Recordsrights to refunds, (ii) all personnel records, (iii) including rights to any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewithnet operating losses; (g) any current and prior insurance policies of Seller and its Affiliates and all Contracts (other than the Assumed Contracts) or rights of any nature with respect thereto, including all insurance recoveries thereunder and rights relating to assert claims with respect to any such insurance recoveriesborrowed money; (h) any intellectual property prepaid items, deposits, advance payments, deferred charges and other similar assets (except prepaid royalties relating to the Reserves or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP RightsReal Property); (i) subject to the terms of any other written agreement between Purchaser all insurance policies and Seller (rights or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP RightsClaims arising from such policies; (j) any real estate owned or leased by Seller or any all Intellectual Property, including licenses, patents, patent applications, copyrights, copyright applications, computer programs and formula, not used primarily in the operations of its Affiliatesthe Business; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability;all Plans; and (l) all Plans the Contract Mining Agreement between Company and all employees of SellerMountain Spring Coal Company, commencing October 1, 2006, with the stipulation that Company terminates the Mountain Spring contract at or prior to Closing without any Divesting Entity or any of their Affiliates; (m) that certain penalty to Buyer, the Employment Agreement dated September 29, 2006 with ▇▇▇▇ of Sale ▇▇▇▇▇▇▇, the Employment agreement dated November 29October 10, 2019 by 2006 with ▇▇▇▇ ▇▇▇▇▇▇▇, and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement the Letter dated August 24September 12, 2012 by and between Seller and 2006 concerning employment with ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedules▇▇▇.

Excluded Assets. Purchaser acknowledges Buyer expressly understands and agrees that it is the Purchased Assets shall not acquiring include, and each Asset Seller Company shall retain, any and all right, title or and interest in, to and under the properties, assets and rights of every kind and description, wherever located, whether real, personal, mixed, tangible or under any intangible, of such Asset Seller Company other than the following assets Purchased Assets (collectively, the “Excluded Assets”):). Without limiting the generality of the foregoing, the Purchased Assets shall not include, and Buyer shall not acquire: (ai) any cashrights in or to any Asset Seller Company’s franchise to be a limited liability company and its company seal, checksminute books, money orders, marketable securities, short-term instruments equity ledger and other cash equivalents, funds in time records relating to its existence and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authoritycapitalization; (bii) other than the Purchased Equity, any Accounts ReceivableEquity Interest in any Asset Seller Company or in any other Person in which any Asset Seller Company owns any Equity Interest; (ciii) any Contracts the consideration to be delivered by Buyer to Parent pursuant to this Agreement and all other rights of Parent under this Agreement and the Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred ContractsDocuments; (div) any Governmental Authorizations, other than the Transferred Governmental AuthorizationsCash and Cash Equivalents of any Asset Seller Company; (ev) any deposits intercompany receivables of any Asset Seller Company payable by an Affiliate of such Asset Seller Company; (vi) any rights to refunds or advance payments credits with respect to Taxes; any claims, Taxes paid or incurred by any Asset Seller Company (and rights and interest in and to any refund or credit of refunds for Taxes (x) relating to the Hospital & Large Physician Practice Business, Purchased Assets Assets, or operation of the Business in each case, relating to taxable periods Transferring Employees for any Pre-Closing Tax Period (or portion thereof) ending on )), together with any related interest received or prior due from the relevant taxing authority, any prepaid Taxes of any Asset Seller Company and any other rights to the Closing Date or (y) Taxes of any Asset Seller and the Divesting Entities for any periodCompany; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iiivii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect Asset Seller Company in or to any such insurance recoveries; Intellectual Property or Software (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP RightsBusiness Intellectual Property, the Transferred Business Software and the rights of any Asset Seller Company under or pursuant to any of the Assigned Contracts), or any derivation thereof and any corporate symbols or logos related thereto, including, for the avoidance of doubt, the Seller Marks; (iviii) subject any prepaid items, claims for contribution, indemnity rights and similar claims and causes of action and other intangible rights to the terms of any other written agreement between Purchaser and Seller (or extent any of their respective Affiliates)the foregoing relate exclusively or primarily to any Excluded Asset or to any Excluded Liability, any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rightsand all privileges related thereto; (jix) any real estate owned or leased by Asset Seller or any of its AffiliatesCompany’s rights in, to and under the Insurance Policies; (kx) any books, records, files or other embodiments of information not otherwise constituting Business Records; (xi) any Asset Seller Company’s rights, claims and credits or causes of Seller or any of its Affiliates action against third parties relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (lxii) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assetseach Employee Plan; and (pxiii) all claims, counterclaims, defenses, causes each of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims Actions set forth on Section 2.02(pSchedule 2.1(b)(xiii) of (the Disclosure Schedules“Retained Litigation”).

Excluded Assets. Purchaser acknowledges and agrees that it is Notwithstanding anything herein to the contrary, the Purchased Assets shall not acquiring any right, title or interest in, to or under include any of the following assets assets, properties and rights of Seller (collectively, the “Excluded Assets”): (a) any cashCash, checksbank accounts, money orders, marketable securities, short-term instruments or any other assets of Seller, except for assets associated with Country Stampede and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authoritythe Country Stampede Intellectual Property; (b) any Accounts ReceivableThe logo, tradenames, trademarks, service marks, corporate names, and Internet domain names containing or consisting of the words JC Entertainment and not specifically relating to the Country Stampede Intellectual Property; (c) any Contracts of All Contracts, leases, licenses and other agreements to which Seller or the Divesting Entities (including all Contracts and arrangements is a party unless specifically assumed herein with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contractsregard to Purchased Assets; (d) any Governmental AuthorizationsAll inventories, other than the Transferred Governmental Authorizationshardware, supplies, work in process, and finished goods not relating to Purchased Assets; (e) any deposits or advance payments with respect to Taxes; any claimsThe financial records of Seller, rights and interest in and to any refund or credit of Taxes (x) relating except as expressly included herein pertaining to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodAssets; (f) (i) the corporate books All hardware, software, intellectual property, and records other business property of Seller exclusively relating to JC Entertainment and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax informationused exclusively in conjunction with the Purchased Assets, and Tax records related to any other property of Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties which is not utilized in connection with their proposed acquisition of the Purchased Assets not specifically defined in Article 2, whether or the Products or that were prepared by Seller or any of its Affiliates in connection therewithnot such property is reflected on Seller’s books and records; (g) any current and prior insurance policies The organizational documents of Seller and its Affiliates and all rights of any nature with respect theretothe Seller, including all insurance recoveries thereunder the minute books, ownership ledgers, and rights other constituent records relating to assert claims with respect to any such insurance recoveriesthe organization of the Seller; (h) The name, logo, and any intellectual property or similar rights of Seller or its Affiliatestradenames, including Trademarkstrademarks, domain service marks, corporate names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms and Internet domain names of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees other assets of Seller, any Divesting Entity or any of their Affiliates; (m) that certain C▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals▇▇▇▇▇, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than entity in which C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ is a member/shareholder/owner, that are not exclusively related to the Purchased Assets; and (pi) all claimsPersonal property, counterclaimsmementos, defensesgifts, causes or the like given to any owner, officer, employee, or agent of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, JC Entertainment relating to the extent related to any Retained Liabilities or Excluded Purchased Assets, including rights or any artist who performed over the years. (j) Contracts not assigned to ▇▇▇ or recover and retain damagesBuyer, costs and attorneys’ fees for pastwhich will be cancelled by Seller, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims as set forth on Section 2.02(p) of the Disclosure SchedulesSchedule 8(c).

Excluded Assets. Purchaser acknowledges Notwithstanding anything to the contrary set forth herein, the Assets shall not include the following assets, properties and agrees that it is not acquiring any right, title or interest in, to or under any rights of the following assets Company (collectively, the “"Excluded Assets”): "): (a) any cashthe names SunLink, checksSunLink Health Systems, money orders, marketable securities, short-term instruments SunLink Healthcare and other cash equivalents, funds in time Southern Health Corporation of Jasper and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; all iterations thereof; (b) all ownership and other rights with respect to the Company Benefit Plans, all ERISA Affiliate Plans and any Accounts Receivable; contracts or agreements related thereto; (c) any Contracts of Seller permit, approval, license, qualification, registration, certification, authorization or the Divesting Entities (similar right that by its terms is not transferable to Purchaser, including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; those indicated on Schedule 4.12 as not being transferable; (d) all accounts and notes receivable, including any Governmental Authorizations, other than accounts or notes receivable from an Affiliate of the Transferred Governmental Authorizations; Company and any contingent worker's compensation receivables accruing or relating to any period prior to the Closing; (e) any deposits or advance payments with respect to Taxes; any claimsthe charter documents of the Company, rights minute books, stock ledgers, tax identification numbers, books of account and interest in and to any refund or credit of Taxes (x) other constituent records relating to the Purchased Assets or operation corporate organization of the Business in each caseCompany; (f) any rights to causes of action, relating lawsuits, judgments, claims, defenses, and demands, of any nature available to taxable periods (or portion thereof) ending being pursued by the Company existing on the Closing Date or arising from the Company's operations prior to the Closing Date whether or not accrued and whether or not disclosed; (yg) of Seller the rights that accrue to the Company under this Agreement; (h) the Company's rights to, and interest in, its provider agreements with the Divesting Entities for any period; (f) Medicare and Georgia Medicaid programs, including the provider numbers assigned under such programs to the Business; (i) all amounts payable to the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims Company with respect to any such insurance recoveries; (h) any intellectual property or similar rights third party payors pursuant to claims and/or cost reports of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject Company for services rendered prior to the terms of any other written agreement between Purchaser and Seller Closing (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, including all claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates settlements made pursuant to the extent relating Indigent Care Trust Fund of the State of Georgia, or Medicare, Medicaid, Blue Cross, and CHAMPUSffRICARE cost reports filed or to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 be filed by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, Company for periods prior to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedules.Closing Date)~ - 3 - SCHEDULE 1.2

Excluded Assets. Purchaser acknowledges Notwithstanding anything to the contrary set forth in this Agreement, except for the assets and agrees properties of the Business Companies that it is not acquiring any are transferred and conveyed indirectly to Buyer in the Share Sale (other than pursuant to ‎Section 2.02(l)) and the Transferred Assets that are transferred and conveyed to Buyer in the Asset Sale, Parent and the other Parent Entities shall retain all of their right, title and interest in and to, and there shall be excluded from the Sale to Buyer hereunder, all the assets, properties or interest in, to or under any rights of Parent and the following assets other Parent Entities (collectively, the “Excluded Assets”):). Solely for purpose of non-exhaustive illustration, the Excluded Assets shall include: (a) all assets, properties and rights of any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental AuthorityParent Entity not Related to the Business; (b) any Accounts Receivableall Cash and Cash Equivalents of Parent or another Parent Entity (except to the extent reflected in the calculation of the Final Closing Date Cash); (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates any Parent Entity and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries, subject to ‎‎Section 5.17; (d) all Intellectual Property other than the Company-Owned Intellectual Property and Intellectual Property Assets; (e) any rights, properties and assets used for the purpose of providing, or that otherwise consist of, Overhead and Shared Services and, other than as provided in the TSA, any rights of the Business to receive any Overhead and Shared Services from any Parent Entity; (f) all Tax assets (including duty and Tax refunds and prepayments) of any Parent Entity; (g) any assets of or relating to any Benefit Plan (other than any assets of or relating to any Benefit Plan to the extent transferred pursuant to ‎Section 5.06); (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rightsall Shared Contracts; (i) subject to the terms of any other written agreement between Purchaser all credits, prepaid expenses, deferred charges, advance payments, refunds, security deposits, prepaid items and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third partyduties, to the extent related to any Retained Liabilities asset that is not a Transferred Asset; (j) all Intracompany Receivables; (k) any and all accounts and notes receivable of Parent or Excluded Assets, including rights another Parent Entity (other than accounts receivable referred to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not in ‎Section 2.01(b)(xii)); (il) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth assets listed on Section 2.02(p‎Section 2.02(l) of the Disclosure SchedulesSchedule; and (m) all rights of Parent and its Affiliates under, and all consideration received by Parent and its Affiliates pursuant to, this Agreement or any other Transaction Document, subject to the terms hereof and thereof.

Excluded Assets. All assets of Seller and its Affiliates not specifically included in the Purchased Assets described in Section 2.1 above shall be retained by Seller and its Affiliates and are not being acquired by Purchaser acknowledges and agrees that it is not acquiring any right, title or interest in, shall be referred to or under any of the following assets (collectively, collectively herein as the “Excluded Assets”):. The Excluded Assets shall include, without limitation, the following: (ai) any all cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time bank accounts and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authoritysecurities; (bii) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities (including All accounts receivable, notes and other receivables, including, without limitation, all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) receivables relating to the Business or the Purchased Assets or operation of Assets, and tax refunds, unearned insurance premium refunds and other rights to payment relating to the Business Business, in each case, relating to taxable periods (that are incurred, issued or portion thereof) ending created on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodClosing; (fiii) (i) the corporate books all insurance policies and records all rights of Seller and its Affiliates that are not Product Books of every nature and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client description under or similar privilege, arising out of such insurance policies; (iv) Tax Returns, Tax information, and Tax records related all prepaid assets except as contemplated pursuant to Seller Section 6.13(c) or its Affiliates, and Section 6.13(d); (v) any documents (other than any non-disclosure All rights under or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warrantieschoses in action, rights of recovery, rights of set-off, rights of subrogation off and all other rights of recoupment (including any kind against any third party, such items relating to the extent payment or refund of Taxes, security or similar deposits and all insurance policies of Seller, and all rights and claims thereunder); (vi) all real property, and all real property leasehold or license interests, wherever located, including, without limitation, all buildings and other structures, facilities or improvements located on such real property, all fixtures attached or appurtenant thereto, and all easements, licenses, rights and appurtenances relating to the foregoing; (vii) All personal property other than the Tangible Assets and the Inventory; (viii) Any user information or data associated with or derived from the internet websites of Seller or its Affiliates; provided, however, that such information and data, together with the customer lists and the customer lead lists described in Section 2.1(iv), shall constitute, effective as of the Closing, “confidential information” of Purchaser, and shall be subject to the restrictions on use by the Seller thereof, pursuant to the terms of the Confidential Disclosure Agreement dated January 6, 2010 between the Parties, it being understood that Seller and its Affiliates will not use any of the same for the purpose of reproducing the customer list of the Business, provided further that it is understood, acknowledged and agreed by Purchaser that the customer lists of Seller and its Affiliates for other products may include some or all of the customers of the Business; (ix) the minute books, stock ledgers and Tax records of Seller and its Affiliates; (x) all employee-related or employee benefit-related files or records, all employee benefit plans and arrangements, and all assets of, or held by or with respect to, any employee benefit plan (whether or not governed by ERISA) or any trust, fund or account that is related to any Retained Liabilities such employee benefit plan or Excluded Assetsthat is similar in purpose or function thereto, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees except for past, present and future infringement or misappropriation personnel files of any IP Rights that are not Transferred Employees; (ixi) Transferred IP Rights or (ii) IP Rights licensed or granted under the LicenseAll assets, including those claims set forth on Section 2.02(prelated to IT systems, logistics, back office and overhead functions, used in connection with the centralized management functions provided by Seller and its Affiliates to the Business; (xii) all rights of Seller and/or its Affiliates under this Agreement, any of the Ancillary Agreements and/or any instrument or certificate delivered in connection with this Agreement or any of the Ancillary Agreements, and all records prepared in connection with the transactions contemplated hereby; (xiii) all product lines of Seller and/or its Affiliates other than the Seller Products; (xiv) all rights relating to Excluded Liabilities; (xv) assets provided through services or licenses provided or licensed by Seller to Purchaser under the Transition Services Agreement; and (xvi) all items listed in Schedule 2.2(xvii) of the Disclosure SchedulesLetter, as such schedule may be amended upon the mutual agreement of the Parties prior to the Closing.

Excluded Assets. Purchaser acknowledges Notwithstanding anything to the contrary in this --------------- Agreement, there shall be excluded from the Acquired Assets to be sold, assigned, transferred, conveyed or delivered to the Buyer hereunder, and agrees that it is not acquiring there shall be retained by the Sellers, any and all right, title or and interest in, to or under any of the following assets assets, properties and rights (collectively, the “"Excluded Assets”"): (a) any cashall Cash, accounts and notes receivable, checkbooks and canceled checks, money ordersbank deposits and property or income tax receivables or any other Tax refunds to the extent allocable to a period ending prior to the relevant Closing Date (including, marketable securitieswithout limitation, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, the Sellers' account balances with NEIL and any evidence of indebtedness issued or guaranteed future annual distributions from NEIL that r▇▇▇▇e to premiums paid by any Governmental Authoritythe Sellers prior to ▇▇▇h Closing Date), except the assets comprising the Decommissioning Funds; (b) all rights of the Sellers in and to any Accounts Receivablecauses of action, claims and defenses against Third Parties to the extent arising out of or relating to any of the Excluded Assets or Excluded Liabilities, whether payable in Cash or as a credit against future liabilities, including, without limitation, insurance proceeds and condemnation awards, claims for contribution or indemnity, tort claims, causes of action, contract rights and refunds accrued and owing as of the relevant Closing Date; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture rights of the Products)Sellers to the words set forth in Schedule 2.2(c) and any related or similar trade name, trademark, service mark, -------------- copyright, corporate name, logo or rights therein a▇▇ ▇art, derivative or thereunder, other than the Transferred Contractscombination; (d) all rights of the Sellers under any Governmental AuthorizationsMaterial Contract, other than Lease, Intellectual Property License or Other Assigned Contract to the Transferred Governmental Authorizationsextent expressly providing the Sellers with indemnity, defense or exculpation rights for any claims for which the Sellers remain liable under Section 9; (e) any deposits and all of the Sellers' rights in any contract representing an intercompany transaction between a Seller and an Affiliate of such Seller, whether or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating not such transaction relates to the Purchased Assets provision of goods and services, payment arrangements, intercompany charges or operation of balances, or the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodlike; (f) any Seller Easements to the extent granted to PSNH prior to the Initial Closing Date pursuant to an Easement Agreement; (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (iig) all personnel recordsrights, benefits and interest in all purchase orders, licenses or contracts not included in Acquired Assets and not assigned to the Buyer (iii) any attorney work product, attorneythe "Non-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Assigned Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith"); (g) any current all rights, benefits and prior insurance policies of Seller interest in all purchase orders, licenses or contracts not included in Acquired Assets and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights not assigned to assert claims with respect to any such insurance recoveriesthe Buyer (the "Non-Assigned Contracts"); (h) any intellectual property or similar all rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject NEP and PSNH to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted receive payments under the License, including those claims set forth on Section 2.02(p) of the Disclosure SchedulesTransmission Support Agreement.

Excluded Assets. Purchaser acknowledges Buyer expressly understands and agrees that it is the Purchased Assets shall not acquiring include, and each Seller shall retain, any right, and all right title or and interest in, to and under the properties, assets and rights of every kind and description, wherever located, whether real, personal, mixed, tangible or under any intangible, of such Seller other than the following assets Purchased Assets (collectively, the “Excluded Assets”):). Specifically, and without in any way limiting the generality of the first sentence of this Section 2.1(b), the Purchased Assets shall not include, and Buyer shall not acquire: (ai) any cashrights in or to any Seller’s franchise to be a limited liability company and its company seal, checksminute books, money orders, marketable securities, short-term instruments equity ledger and other cash equivalents, funds in time records relating to its existence and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authoritycapitalization; (bii) any Accounts Receivableequity interest in any Seller or in any other Person in which any Seller owns any equity interest (other than Rubicon International); (ciii) the consideration to be delivered by Buyer to any Seller pursuant to this Agreement and all other rights of any Seller under this Agreement and the Seller Documents; (iv) any Contracts Cash and Cash Equivalents of any Seller; (v) any intercompany receivables of any Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply payable by an Affiliate of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereundersuch Seller, other than amounts due and owing for products sold and services provided by the Transferred ContractsTechnology Business; (dvi) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits rights to refunds or advance payments credits with respect to Taxes; any claims, Taxes paid or incurred by any Seller (and rights and interest in and to any refund or credit of refunds for Taxes (x) relating to the Technology Business, Purchased Assets Assets, or operation of the Business in each case, relating to taxable periods Transferring Employees for any Pre-Closing Tax Period (or portion thereof)) ending on or prior to the Closing Date extent such Taxes were paid by Seller, together with any related interest received or (y) due from the relevant taxing authority, any prepaid Taxes or other rights to Taxes paid by or of Seller and the Divesting Entities for any periodSeller; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iiivii) any attorney work productand all rights of any Seller in or to (A) any Intellectual Property, attorney-client communications Software and other items protected Information Systems (1) owned by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records a third party to the extent not related to Seller the Technology Business or its Affiliates, and (v2) owned by any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates Subsidiaries that are not Used in connection therewiththe Technology Business (but, for the avoidance of doubt, excluding any Business Intellectual Property), (B) the Seller Marks, and (C) any other Intellectual Property or Software indicated as an Excluded Asset on the Seller Disclosure Schedules (but, for the avoidance of doubt, excluding the Business Intellectual Property set forth on Schedule 4.13(a) and Schedule 4.13(b)); (gviii) any current prepaid items, claims for contribution, indemnity rights and prior insurance policies similar claims and causes of Seller action and its Affiliates other intangible rights to the extent any of the foregoing relate exclusively or primarily to any Excluded Asset or to any Excluded Liability, and all rights of any nature with respect privileges related thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (hix) subject to Buyer’s rights under Section 8.11, any intellectual property or similar Seller’s rights of Seller or its Affiliatesin, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than to and under the Transferred IP RightsInsurance Policies; (ix) subject to the terms any books, records, files or other embodiments of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rightsinformation not otherwise constituting Business Records; (jxi) any real estate owned or leased by Seller or any of its Affiliates; (k) any Seller’s rights, claims and credits or causes of Seller action against third parties primarily or any of its Affiliates exclusively relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (lxii) each Employee Plan, including all Plans assets with respect thereto and all employees of Seller, any Divesting Entity or any of their Affiliatesrelated administrative services Contracts; (mxiii) that certain ▇▇▇▇ each of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assetsassets set forth on Schedule 2.1(b)(xiii); and (pxiv) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of setPre-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure SchedulesClosing Accounts Receivable.

Excluded Assets. Purchaser acknowledges Notwithstanding anything in Section 2.1 to the contrary, Seller and agrees Buyer expressly acknowledge and agree that it is the Purchased Assets shall not acquiring any rightinclude, title and Seller shall not sell, transfer, assign, convey or interest indeliver to Buyer, to and Buyer shall not purchase, acquire or under accept from Seller, any of the following rights, properties or assets set forth or described in paragraphs (collectivelya) through (k) below (the rights, properties and assets expressly excluded by this Section 2.2 being referred to herein as the “"Excluded Assets”"): (a) any receivables, cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand bank deposits or similar accounts, and cash items or employee receivables of Seller or any evidence Affiliate of indebtedness issued or guaranteed by any Governmental AuthoritySeller; (b) any Accounts Receivable(i) confidential personnel and medical records pertaining to any Business Employee, (ii) other books and records that Seller or any Affiliate of Seller is required by Law to retain; provided, however, that upon reasonable prior written request, Seller shall make available to Buyer copies of any portions of such retained books and records that relate to the FPGA/FPSC Business or that relate to any of the Purchased Assets or Assumed Liabilities, and (iii) any information management system of Seller or any Affiliate of Seller that is not primarily related to, and not primarily used or held for use in the operation or conduct of the FPGA/FPSC Business but is or may be contained within computer hardware included as a Purchased Asset pursuant to Section 2.1(b); (c) any Contracts claim, right or interest of Seller or any Affiliate of Seller in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply basis of materials, components, processing supplies and packaging obtained for use which arises or accrues in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contractsany Pre-Closing Tax Period; (d) any Governmental Authorizationssubject to Section 5.8, all "Agere," "Agere Systems," "Lucent" or "Lucent Technologies" marked sales and marketing or packaging materials, samples, prototypes, other than the Transferred Governmental Authorizationssimilar Agere Systems- or Lucent Technologies-identified sales and marketing or packaging materials; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller Excluded Contracts and the Divesting Entities for any periodNonassignable Licenses; (f) (i) the corporate books any and records all insurance policies or rights of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewithproceeds thereof; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveriesthe Excluded Leased Equipment; (h) any intellectual property or similar rights except as specifically provided in Section 5.4, all of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rightsassets of the Benefits Plans; (i) subject any rights, claims or causes of action of Seller or any Affiliate of Seller against third parties relating to the terms assets, properties, business or operations of any other written agreement between Purchaser and Seller (or any Affiliate of their respective Affiliates)Seller related to, any intellectual property arising from, or similar incurred in connection with conditions or events occurring prior to the Closing, except rights used to manufacture prior damages assigned to Buyer in the API, in each case, other than the Transferred IP RightsIntellectual Property Agreement; (j) any real estate owned or leased assets, properties and rights constituting the family of FPGAs designed by Seller or any Xilinx, Inc. using its proprietary architecture and comprising five such products identified by Xilinx, Inc. as XC-3020, XC-3030, XC-3042, XC-3064 and XC-3090 having a maximum equivalent logic-gate ratings of its Affiliates; 2000, 3000, 4200, 6400 and 9000, respectively (k) any rightsthe "3000 Series Products"), claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) each case as set forth in that certain ▇▇▇▇ Technology Transfer Agreement made as of Sale dated November 29March 1, 2019 1992 by and between Patheon Pharmaceuticals Xilinx, Inc. and Seller; (n) American Telephone and Telegraph Company; provided, however, that certain Non-Exclusive License Agreement dated August 24this Section 2.2(j), 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticalsshall not apply to any asset, Inc; (o) any other property or right that is identified on a schedule of transferred, assigned or licensed assets, properties or rights of Seller to this Agreement or any of its Affiliates other than the Purchased AssetsIntellectual Property Agreement, including the FPGA/FPSC Products; and (pk) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedulesassets identified in Schedule 2.2(k).

Excluded Assets. Purchaser Each of Seller and Buyer acknowledges and agrees that it is not acquiring any right(i) all rights and Obligations under the Excluded Contracts, title or interest in(ii) all Excluded Intellectual Property and all of Seller's and its Affiliates" (other than the Companies") proprietary trade names, trademarks and trade dress including the Tesoro Marks, (iii) all rights of the Company related to or under arising from trademark registrations for "Tesoro" or "2 Go Tesoro" or any derivations thereof, (iv) all assets and rights owned by third parties, (v) all documents and communications of Seller and its Affiliates (other than the Companies") that are subject to the attorney-client privilege or that comprise attorney work product or the attorney-client relationship, (vi) all rights on the part of Seller, its Affiliates (other than the Companies") and their respective counsel to assert or rely upon the attorney-client privilege, (vii) any accounts receivable, notes receivable or other amounts that are receivable by the Company or the Acquired Subsidiary from Seller or any of its Affiliates (subsection (i) through (vii) being collectively referred to as the following assets "Excluded Assets") will be retained by Seller (collectivelyor one or more of Seller and its Affiliates, as applicable) after the Closing. Immediately prior to Closing, the “Companies shall distribute and transfer to Seller or its Affiliates (other than the Companies) or release and discharge all rights to all Excluded Assets”): Assets (aother than those owned by third parties) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds not already in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) any Accounts Receivable; (c) any Contracts possession of Seller or its Affiliates (with such distribution and transfer referred to as the Divesting Entities "Excluded Asset Transfer"). The Excluded Asset Transfer shall be made pursuant to bills of sale, assignment and assumption agreements and such other general conveyance or release instruments as appropriate to transfer and assign title to or release and discharge rights to such Excluded Assets. Excluded Assets includes any Fuel Credits that (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (dA) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating relate to the Purchased Assets ownership or operation of the Business or the Assets and are in each caseexistence, relating acquired, generated, accrued or otherwise attributable to taxable periods the period prior to the Closing, (B) do not otherwise relate to the operation of the Business or portion thereofthe Assets or (C) ending relate to the ownership or operation of any business by Seller or any of its Affiliates from and after the Closing. In connection with the Fuel Credits enumerated in subsection (A) in the preceding sentence, Buyer and Seller acknowledge that pursuant to the terms of that certain Product Contract by and between Aloha Petroleum Ltd. and the Company, RINs for 2013 provided for thereunder will not actually be transferred to the Company until after the Closing Date. Upon actual receipt by the Company of such RINs, Buyer agrees to cause the Company to segregate such RINs that arose on or prior to the Closing Date or (y) of Seller from those RINs that arose after the Closing Date and the Divesting Entities to transfer such pre-Closing Date RINs for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related 2013 to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties through the Environmental Protection Agency's Moderated Transaction System in connection accordance with their proposed acquisition Section 40 CFR 80.1452 of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure SchedulesRenewable Fuel Standard.

Excluded Assets. Purchaser acknowledges and agrees that it is not acquiring any rightNotwithstanding anything to the contrary contained in this Agreement, title or interest in, to or under any of the following assets assets, properties and rights (collectively, the “"Excluded Assets”):") are not intended to and shall not be sold, assigned, transferred or conveyed to Purchaser hereunder and such assets, properties and rights shall not be deemed Assets hereunder: (a) any cashall cash (including, checkswithout limitation, cash overdrafts), cash equivalents and marketable securities (including, without limitation, all money orders, marketable securities, short-term instruments market accounts and other cash equivalents, funds in time and demand deposits or similar mutual fund accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority); (b) all of Sellers' and their Affiliates' rights in and to all names, marks, trade names and trademarks incorporating "Honeywell," "AlliedSignal," or any Accounts Receivablederivation therefrom and all corporate symbols or logos incorporating "Honeywell" or "AlliedSignal," either alone or in combination and any and all goodwill represented thereby and pertaining thereto; (c) any Contracts contracts of Seller insurance maintained by or the Divesting Entities on behalf of Sellers (including any return of charges or premiums under retrospective rating plans) and all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) all rights of Sellers under this Agreement or any Governmental Authorizations, other than the Transferred Governmental AuthorizationsAncillary Agreement; (e) any deposits or advance payments with respect to Taxes; any claimsSellers' corporate seals, rights minute books and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodother corporate records; (f) (i) the corporate books and records of Seller and its Affiliates all refunds, rebates, abatements, or credits for Taxes that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewithExcluded Liabilities; (g) any current all assets not dedicated exclusively to the Business used in providing general and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights administrative services or information technology services to assert claims with respect to any such insurance recoveriesthe Business; (h) any intellectual property employee data which relates to employees who are not Employees or similar rights of Seller which Sellers are prohibited by Law or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs agreement from disclosing or similar rights or properties, other than the Transferred IP Rightsdelivering to Purchaser; (i) subject employee benefit plans of Sellers and the assets thereof, except to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rightsextent provided by Article 5; (j) all claims, rights, benefits and interests arising under or resulting from any real estate owned Excluded Asset or leased by Seller or any of its AffiliatesExcluded Liability; (k) shares or other ownership interests held by Sellers or their Affiliates in any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained LiabilityPerson; (l) all Plans and all employees intellectual property of Seller, any Divesting Entity Sellers or any of their AffiliatesAffiliates other than the Transferred Intellectual Property, including all rights in and to the patents and the patent applications listed on Schedule 2.2(l); (m) that certain ▇▇▇▇ Sellers' and their Affiliates' rights in (x) the parcel of Sale dated November 29real property and building located in Richardson, 2019 by Texas (the "Richardson Facility"); (y) the parcel of real property and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and building located in ▇▇▇▇▇▇▇ Pharmaceuticals, IncMexico, (the "Juarez Facility"); and (z) the parcel of real property and building located in Plymouth, Minnesota (the "Plymouth Facility"); (n) all Permits; and (o) any other all assets, properties or and rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth described on Section 2.02(p) of the Disclosure SchedulesSchedule 2.2(o).

Excluded Assets. Notwithstanding anything to the contrary set forth in Section 2.1, Seller shall retain and not sell, transfer, convey, assign and deliver to Purchaser, and Purchaser acknowledges and agrees that it is shall not acquiring any rightpurchase from Seller, title or interest in, to or under any all assets of the following assets Seller not constituting Transferred Assets (collectively, the “"Excluded Assets”):"), including, without limitation, the following: (a) any cash, checks, money orders, marketable securities, shortSeller's rights under this Agreement and all cash and non-term instruments cash consideration payable or deliverable to Seller pursuant to the terms and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authorityprovisions hereof; (b) any Accounts Receivablethe Excluded Contracts; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use other than as set forth in the manufacture of the ProductsSection 2.1(m), all accounts, notes, accounts receivable, contract rights, drafts and other forms of claims, demands, employee advances, instruments, receivables, trade accounts receivable and rights to the payment of money or rights therein or thereunder, other than the Transferred Contractsforms of consideration; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizationsas set forth in Section 2.1(k), all Inventory; (e) any deposits or advance payments with respect to Taxes; any claimstax records, rights corporate minute books, stock transfer books and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) corporate seals of Seller and any other books and records relating solely to the Divesting Entities for any periodExcluded Assets; (f) other than as set forth in Section 2.1(m), all cash, cash equivalents and marketable securities and professional retainers paid by Seller; (g) all Contracts with any Affiliate (other than those which constitute Assumed Contracts); (h) all rights and claims in or to any refunds or credits of or with respect to any Taxes, assessments or similar charges paid by or on behalf of Seller, in each case to the extent applicable to any period prior to the Closing (but not any of the foregoing paid by any entity comprising Purchaser); (i) the corporate books all securities (whether capital stock or debt) of any Person (including any Subsidiary of Seller); (j) any employee benefit plans and records programs providing benefits to any employee or former employee of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client sponsored or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared maintained by Seller or any of its Affiliates in connection therewith; or to which Seller contributes or is obligated to contribute (gand the assets therein) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliateswhich is not specifically identified as an Assumed Contract; (k) all claims, rights and causes of action of Seller arising under or relating to Chapter 5 of the Bankruptcy Code (whether or not asserted as of the Closing Date), including, without limitation, any rights, such claims and credits actions arising under sections 544, 545, 547, 548, 549, 551 or 553 of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained LiabilityBankruptcy Code; (l) all Plans and all employees of Seller, any Divesting Entity insurance policies or any of their Affiliates;contracts; and (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assetsassets described on Schedule 2.2, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation all trade names of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure SchedulesSeller.

Excluded Assets. Purchaser acknowledges Notwithstanding anything to the contrary contained in this Agreement, from and agrees that it is not acquiring any after the Closing, each Seller shall retain all of its right, title or and interest in, in and to or under any each and all of the following assets (collectivelyas related to each Seller, the “"Excluded Assets”"): (a) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authorityits Excluded Contracts; (b) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities rights, claims and credits (including all Contracts indemnities, warranties and arrangements with third party suppliers for the supply similar rights) in favor of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by such Seller or any of its Affiliates in connection therewithor any of its Representatives to the extent relating to (i) any other Excluded Asset of such Seller, (ii) any Excluded Liability or (iii) the operation of the business at such Seller's Property prior to the Closing Date; (gc) any current except for the Tray Ledger, the Markers and prior insurance policies House Funds (which shall be purchased in accordance with Section 4.2 hereof), all cash, cash equivalents, bank deposits or similar cash items of such Seller and or its Affiliates and all rights or held at such Seller's Property as of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any the Closing (whether or not reflected on the financial statements of such insurance recoveriesSeller or its Affiliates as of the Closing Date); (hd) any intellectual property the corporate charter or similar rights other organizational documents, minute and stock books and records, corporate seals, Tax Returns (including supporting schedules) of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by such Seller or any of its Affiliates; (ke) its Accounts Receivable; (f) subject to Section 4.1(a) hereof, any rightsrefund, claims and credits credit, claim or entitlement with respect to Taxes of such Seller or any of its Affiliates relating Affiliates; (g) all of its human resources and other employee-related files and records, other than such files and records related to the Transferred Employees; (h) all indebtedness or accounts payable owing from any Affiliate of any Seller to any such Seller; (i) its Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of Personal Property; (j) its Affiliates to the extent relating to any Excluded Asset or any Retained LiabilityIntellectual Property; (k) its Customer Database; (l) all Plans data, files and all employees of other materials located on any storage device (including personal computers and servers) located at such Seller, any Divesting Entity or any of their Affiliates's Property (other than Books and Records and the Property Specific Data); (m) that certain ▇▇▇▇ all assets and properties of Sale dated November 29, 2019 such Seller not used exclusively in connection with the business operated at such Seller's Property and all assets and properties owned by and between Patheon Pharmaceuticals Inc. and Seller; Affiliates of such Seller (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller including Caesars and ▇▇▇▇▇▇'▇ Pharmaceuticalsand their respective Subsidiaries and Affiliates, Incother than such Seller); (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (pn) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, assets to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted which such Seller is entitled under the License, including those claims set forth on Section 2.02(p) proration provisions of the Disclosure Schedules.Article IV hereof;

Excluded Assets. Purchaser acknowledges and agrees that it is not acquiring any rightNotwithstanding the provisions of Section 1.1 above, title or interest in, to or under any of the following assets and properties are to be retained by Seller and shall not constitute Acquired Assets (collectively, the “Excluded Assets”): (a) all real property, buildings, structures and improvements thereon, whether owned or leased by Seller, all fixtures and fittings attached thereto, but not including any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accountsof the Tangible Assets, and all security deposits with respect to any evidence of indebtedness issued or guaranteed by any Governmental Authorityleased properties other than those explicitly included in the Acquired Assets; (b) all right, title and interest in, to and under all Contracts to which Seller is a party or by which Seller or any Accounts Receivableof its assets or properties is otherwise subject to or bound other than the Assigned Contracts; (c) any Contracts of all capital stock or other equity interest in Seller or the Divesting Entities (including any Subsidiary, Affiliate or other Person, and all Contracts and arrangements with third party suppliers for the supply of materialsoptions, components, processing supplies and packaging obtained for use in the manufacture of the Products), warrants or other rights therein to acquire such capital stock or thereunder, other than the Transferred Contractsequity; (d) all right, title and interest to any Governmental Authorizationsvehicles owned, other than leased or used by the Transferred Governmental AuthorizationsSeller; (e) any deposits or advance payments with respect to Taxes; any claimsall right, rights title and interest in and to any refund or credit all insurance policies of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodSeller; (f) (i) the corporate all minute books and stock records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewithSeller; (g) any current and prior insurance policies all personnel records of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveriesemployees other than Transferred Employees; (h) any intellectual property or similar all rights of Seller and Seller Parent under this Agreement and the Related Agreements or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs arising from the consummation of the transactions contemplated hereby or similar rights or properties, other than the Transferred IP Rightsthereby; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rightsall Employee Benefit Plans; (j) any real estate owned or leased by Seller or any of its Affiliatesthe Southborough Lease; (k) any all bank and brokerage accounts of Seller; (l) all Tax records of Seller; (m) all rights, claims and or credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Excluded Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc;all cash; and (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) inventory of the Disclosure SchedulesUAV Business.

Excluded Assets. Purchaser acknowledges and agrees that it is not acquiring any right, title or interest in, to or under any of The Assets shall exclude the following assets (collectively, the “Excluded Assets”):assets: (a) any cash, checks, money orders, marketable securities, short-term instruments Sellers’ cash on hand as of the Closing and all other cash equivalents, funds in time and demand deposits or similar any of Sellers’ bank accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) Any notes receivable, insurance policies, bonds, deposits, letters of credit, or other similar items, and any cash surrender value in regard thereto; (c) Any pension, profit-sharing, or employee benefit plans, and any collective bargaining agreements; (d) All books and records that Sellers are required by law to retain; (e) Any interest in and to any refunds of federal, state, or local franchise, income, or other Taxes for periods prior to the Closing Date; (f) The Accounts Receivable; (cg) Each Seller’s charter documents, stock record books and such other books and records as pertain to the organization, existence or capitalization of any Contracts Seller and duplicate copies of such records as are necessary to enable each Seller to file its Tax returns and reports as well as any other records or the Divesting Entities materials relating to Sellers generally and not involving any Station’s operations; (including h) all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Assumed Contracts; (di) Contracts of insurance and all insurance proceeds or claims made by any Governmental AuthorizationsSeller relating to property or equipment repaired, other than replaced or restored by any Seller prior to the Transferred Governmental AuthorizationsClosing Date; (ej) any deposits Any trade name, trademarks, service marks or advance payments with respect logos using or incorporating the name “Southern Broadcasting” or its logo; (k) Any rights of, or payment due to, Sellers under or pursuant to Taxes; any claims, rights this Agreement; (l) All tangible and interest intangible personal property disposed of or consumed between the date of this Agreement and the Closing Date in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation ordinary course of the Business in each case, relating accordance with this Agreement; and (m) Any and all claims made by any Seller with respect to taxable periods (or portion thereof) ending on or transactions prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Recordsproceeds thereof, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert except claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject obligations to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used be assumed by Buyer pursuant to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedules2.5 hereof.

Excluded Assets. Purchaser acknowledges Notwithstanding anything in this Agreement to the contrary, Purchasers expressly understand and agrees agree that it is not acquiring any rightthe following assets, title or interest inContracts, to or under any rights and properties of Seller and its Affiliates (including, for the avoidance of doubt, those of the following assets Purchased Entities and their respective Subsidiaries) (collectively, the “Excluded Assets”):) shall be retained by the Seller Group, shall be excluded from the Purchased Assets and may be transferred out of the Purchased Entities and their Subsidiaries prior to the Closing, notwithstanding any other provision of this Agreement: (a) Any and all legal and beneficial interest in the share capital or equity interest of any cashPerson other than the Purchased Entity Shares and equity interests in the Subsidiaries of the Purchased Entities, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds including the equity interests in time and demand deposits any New Subsidiaries which constitute Purchased Entities or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental AuthoritySubsidiaries thereof; (b) any Accounts ReceivableAny and all owned and leased real property and other interests in real property, other than the Transferred Leases; (c) any Contracts of Seller or the Divesting Entities (including Any and all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunderIntellectual Property Rights, other than the Transferred ContractsIntellectual Property; (d) Any and all Technology, other than the Business Technology Deliverables (including, as an Excluded Asset, copies of Business Technology Deliverables that are also used in, held for use in, or necessary for the operation of any Governmental AuthorizationsRetained Business (the “Retained Technology”)); (e) Any and all Information Technology, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodInformation Technology; (f) Any and all Tangible Personal Property, other than the Transferred Tangible Personal Property; (g) Any and all raw materials, work-in-process, finished goods, supplies and other inventories, other than the Inventory; (h) Without limiting the provisions of Section 2.11(e) with respect to Shared Contracts, any and all Contracts and portions of Contracts, other than the Specified Business Contracts, the Specified Other Contracts, and the Transferred Leases; (i) Any and all Permits, other than the corporate books Transferred Permits; (j) Any and records of Seller all claims and its Affiliates that are not Product defenses (including any Retained Claim), other than the claims and defenses specifically identified as Purchased Assets in Section 2.4; (k) Any and all Books and RecordsRecords not specifically identified as Purchased Assets in Section 2.4(n); (l) Except as set forth in Article VI, (ii) any and all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition assets of the Purchased Assets or the Products or that were prepared Seller Benefit Plans; (m) Subject to Section 5.6, any and all loans and advances, if any, by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (Purchased Entities or any of their respective Subsidiaries) to the Purchased Entities or any of their Subsidiaries; (n) Any and all prepaid Taxes, refunds, credits, overpayments or similar items or recoveries or other Tax assets or Reliefs (x) of or against Excluded Business Taxes or any other Taxes of Seller or any of its Affiliates, in each case other than any and all prepaid Taxes, refunds, credits, overpayments or similar items or recoveries or other Tax assets or Reliefs of the Purchased Entities or any of their Subsidiaries, or (y) to which the Seller or any of its Affiliates is entitled to pursuant to this Agreement (including, for the avoidance of doubt, pursuant to Section 5.18, Article VI and Article VII (without duplication or double counting); (o) Tax Returns and other books and records related to Taxes paid or payable by Seller or any of its Affiliates (other than the Purchased Entities and their Subsidiaries); (p) Any and all Cash Amounts (other than any Cash Amounts of the Purchased Entities and their Subsidiaries as of the Measurement Time), and any intellectual property or similar rights used to manufacture the APIand all current assets (other than accounts receivable), prepaid expenses and security deposits (in each case, other than those solely to the Transferred IP Rightsextent used or held for use in the Business, any Purchased Entity or any Subsidiary thereof as of the Measurement Time); (jq) Any and all insurance policies and binders and interests in insurance pools and programs and self-insurance arrangements whether or not related to the Business, for all periods before, through and after the Closing, including any real estate owned and all refunds and credits due or leased by Seller or to become due thereunder and subject to Section 5.11 any of its Affiliatesand all claims, rights to make claims and rights to proceeds on any such insurance policies, binders and interests for all periods before, through and after the Closing; (kr) any rights, claims and credits All rights to receive payments of Seller or any of its Affiliates relating pursuant to a hedging or other currency exchange agreement existing before, on or after the Measurement Time (other than any rights to receive payment of any Purchased Entity or Subsidiary thereof pursuant to any such agreement entered into directly by such Purchased Entity or Subsidiary thereof); (s) Any and all trade receivables and other accounts receivable (other than those constituting Purchased Assets pursuant to Section 2.4(q)); is (t) Subject to the provisions of ‎Section 5.13, (i) (x) all attorney-client privilege and attorney work-product protection and other applicable privilege or protection of the Seller Entities associated with the Excluded Asset Assets or the Retained Liabilities, including as related to any Retained Claim, or (y) as a result of legal counsel representing the Seller Entities or the Business in connection with the transactions contemplated by this Agreement or any Retained Liabilityof the other Transaction Documents, (ii) all documents, communications or information subject to the attorney-client privilege or work product protection or other applicable privilege or protection described in sub-clause (i) of this paragraph and (for the avoidance of doubt without limiting the Purchased Assets described in clauses (a) through (v) of Section 2.4) all attorney-client privilege and attorney work-product protection and other applicable privilege or protection with respect to information that is in the possession or control of Seller or its Representatives (provided, that copies of such documents set forth in clause (i)(x), to the extent they relate to the Business, the Assumed Liabilities, the Purchased Assets or the Purchased Entities or their Subsidiaries (other than in a de minimis manner) shall not constitute Excluded Assets pursuant to this clause (t)), and (iii) records and other documents prepared in connection with the Sale Process, including any guaranteesbids and analyses received from other Persons; (u) Emails other than as included in Purchased Assets; (v) Any and all assets, warrantiesbusiness lines, indemnities properties, rights, Contracts and similar rights in favor claims of Seller or any of its Affiliates to the extent relating to any Excluded Asset Affiliates, wherever located, whether tangible or any Retained Liability; (l) all Plans and all employees of Sellerintangible, any Divesting Entity real, personal or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29mixed, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the which are not Purchased Assets; and (pw) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims The assets set forth on Section 2.02(p2.5(w) of the Seller Disclosure Schedules. Except as otherwise permitted in ‎Section 5.16 (and subject to the terms thereof), the Parties acknowledge and agree that neither Purchasers nor any of their Subsidiaries will acquire, and no Purchased Entity or any Subsidiary thereof shall retain after the Closing, any direct or indirect right, title or interest in or to any Excluded Assets. Seller may take at Seller’s sole cost or Liability (and not at the cost of any Purchased Entity that would not be satisfied in full prior to the Closing, including with respect to any consideration) (or cause one or more of its Affiliates to take) such action as is necessary, advisable or desirable to transfer any Excluded Assets from the Purchased Entities and their Subsidiaries (and, if needed, from the Seller Entities and their Affiliates) to Seller or one or more of its Affiliates for such consideration or for no consideration. After the Closing Date, Purchasers shall take all actions (and shall cause their Affiliates (including the Purchased Entities and their Subsidiaries) to take all actions) reasonably requested by Seller at Seller’s sole cost or Liability (and not at the cost of any Purchased Entity, including with respect to any consideration) to effect the foregoing, including the return of any Excluded Assets for no consideration, but net of any costs or Liabilities incurred by Purchasers or the Purchased Entities in connection with such actions to the extent not paid prior thereto by Seller. Any action taken pursuant to this paragraph after the Closing Date, and no later than 30 days prior to the date on which the Post-Closing Statement is delivered in accordance with ‎Section 2.9(c), shall be deemed for purposes of calculating the Closing Working Capital, the Closing Cash Amounts, the Closing Indebtedness and the Transaction Expenses pursuant to ‎Section 2.9 to have occurred as of immediately prior to the Measurement Time.

Excluded Assets. Purchaser acknowledges and agrees that it is Notwithstanding anything to the contrary herein, the Purchased Assets shall not acquiring any include Sellers’ (or their Affiliates’) right, title or and interest in, to or and under any all of the following assets assets, properties, claims and rights primarily used or held for use by the Sellers (collectivelyor their Affiliates) in the Excluded Businesses, of every kind, nature, character and description, tangible and intangible, real, personal or mixed, wherever located and in all applicable worldwide jurisdictions, whether or not reflected on the books and records of Sellers, including but not limited to all of the assets, properties, claims and rights of the types set forth below, but in each case only to the extent not expressly Purchased Assets pursuant to Section 2.01(a) (the “Excluded Assets”):), which shall be excluded from the Purchased Assets and retained by Sellers and their Affiliates: (ai) any cash, checks, money orders, marketable securities, short-term instruments all Cash of Sellers and their Affiliates (other cash equivalents, funds in time and demand deposits than Cash collected by a Seller after the Closing Date due to the collection of Purchased Accounts Receivable or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authorityother current assets validly transferred to Buyer pursuant to this Agreement); (bii) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred to which any Sellers are a Party that are not Assigned Contracts; (diii) copies of all original books and records that Sellers or any Governmental Authorizationsof their Affiliates are required to retain pursuant to any Applicable Law, other than or that contain information relating to any business or activity of Sellers or any of their Affiliates not forming a part of the Business, or any employee of Sellers or any of their Affiliates who is not a Transferred Governmental AuthorizationsEmployee, including, for the avoidance of doubt, the electronic or record management files and systems used by Sellers to maintain such books and records, except, in each case, for those items described in Section 2.01(a)(xiv); (eiv) any deposits all rights to Tax refunds, credits and similar benefits (arising from or advance payments attributable to Pre-Closing Periods) and all prepaid Taxes arising from or with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to or on the Closing Date or (y) arising from or with respect to the operations of Seller and the Divesting Entities Business for any periodPre-Closing Period; (fv) all Tax Returns of Sellers or any of their Affiliates; (ivi) all rights, title and interests of Sellers and their Affiliates in all real property, except the rights, title and interests of any of the Sellers in, to and under any of the Real Property Leases, including any security deposits or other deposits delivered in connection with any of the Real Property Leases; (vii) all rights and claims of Sellers and their Affiliates under any of the Transaction Documents and the agreements and instruments delivered to Sellers and their Affiliates by Buyer pursuant to any of the Transaction Documents; (viii) all capital stock or any other securities of Sellers and their Affiliates or any other Person; (ix) all Intellectual Property (other than the Business Intellectual Property and Transferred Proprietary Information), including all Commercial Software, and all rights to ▇▇▇ at law or in equity for any past, present or future Infringement thereof, including the right to receive all proceeds, royalties and damages therefrom, all rights of priority, and all rights to obtain renewals, continuations, divisions or other extensions of legal protections pertaining thereto; (x) the corporate books assets relating to Employee Plans, except to the extent otherwise provided in Section 2.01(b)(x); (xi) the Excluded Businesses and records of Seller all assets and its Affiliates that are properties owned, licensed or otherwise used in connection with the Excluded Businesses, in each case only to the extent not Product Books expressly included as a Purchased Asset pursuant to Section 2.01(a); (xii) Sellers’ and Recordstheir Affiliates’ rights, title and interests in, to and under (iiA) all personnel recordsthe Shared Contracts, (iii) any attorney work productother than, attorney-client communications and other items protected by attorney-client or similar privilegesubject to Section 2.05(g)(i), (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliatesthe Buyer Portion, and (vB) any Contracts between any Seller, on the one hand, and any other Seller or Seller Related Party, on the other hand; (xiii) (A) all records and reports prepared or received by Sellers or any of their Affiliates in connection with the sale of the Business or the transactions contemplated hereby, including all analyses relating to the Business or Buyer so prepared or received, (B) all confidentiality agreements with prospective purchasers of the Business or any portion thereof and (C) all privileged communications and all privileged materials, documents and records (other than any non-disclosure all or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition portions of such communications and privileged materials, documents and records relating primarily to the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewithBusiness); (gxiv) any current and prior all insurance policies of Seller and its Affiliates Sellers and all rights of any nature with respect thereto, including thereto and all insurance recoveries thereunder and rights to assert applicable claims with respect to any such insurance recoveriesand proceeds thereunder; (hxv) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rightsall nontransferable Permits; (ixvi) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP RightsCredit Facility; (jxvii) the Seller Names and Seller Marks, together with any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates Contracts to the extent relating granting rights to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than use the Purchased Assetssame; and (pxviii) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure SchedulesSeller Proprietary Information.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Sellers do not sell, transfer, convey, assign or deliver to the Purchaser, the Purchaser acknowledges shall not purchase or otherwise acquire, and agrees that it is the Transferred Assets shall not acquiring include, any right, title and interest in or interest in, to or under any of the following properties, assets or intangibles of the Sellers, all of which shall be retained by the Sellers or any of their Affiliates (collectivelysuch properties, assets and intangibles being collectively referred to hereinafter as the “Excluded Assets”): (a) any cashexcept to the extent (and solely to the extent) set forth in Section 2.1, checksall the properties, money ordersassets and rights of every kind and description and wherever located, marketable securitieswhether tangible or intangible, short-term instruments and other cash equivalentsreal, funds in time and demand deposits personal or similar accountsmixed, and any evidence of indebtedness issued used in, held for use in, or guaranteed by any Governmental Authorityprimarily related to the Sellers’ Other Businesses; (b) any Accounts Receivablerights of the Sellers or their Affiliates arising under this Agreement, any of the other Transaction Documents or from the consummation of the Contemplated Transactions; (c) any Contracts of Seller cash and cash equivalents, securities and negotiable instruments on hand, in lock boxes, in financial institutions or the Divesting Entities (elsewhere, including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use any cash residing in the manufacture of the Products), any collateral cash account securing any obligation or rights therein or thereunder, other than the Transferred Contracts;contingent obligation that is not an Assumed Liability; (d) any Governmental Authorizationsright, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights title and interest of the Sellers in and to any refund or credit of Taxes real property (x) relating to including the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇▇ PharmaceuticalsLease and the Allston Lease), Incwhether owned, leased or otherwise occupied, other than the Transferred Leases; (e) any Intellectual Property rights that are not Business Intellectual Property (subject to the rights granted to the Purchaser under the Shared Intellectual Property License Agreements); (f) except as specifically provided under Section 2.1(l), any insurance policies Relating to the Business and any claims, credits, causes of action or rights thereunder and proceeds thereof; (og) any assets of any Benefit Plan; (h) any right to any refund or credit with respect to Taxes in accordance with the provisions of Article IX; (i) any assets that have been disposed of in compliance with Section 6.1(b)(ii) of this Agreement after the date hereof and prior to the Closing; (j) any books, records and files (i) to the extent relating to the Sellers’ Other Businesses, Excluded Assets or Excluded Liabilities, wherever located, including the tax returns and books, records and files relating to income and similar Taxes of the Sellers (other assetsthan Tax Returns of the Transferred Subsidiaries), properties or rights and (ii) comprising minute books, transfer books, formation records and similar documents of Seller or any the Sellers and each of its the Affiliates other than the Purchased AssetsTransferred Subsidiaries; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third partyprovided, to the extent related such books, records or files also relate to any Retained Liabilities the Business, Transferred Assets or Excluded AssetsAssumed Liabilities, including rights the Sellers shall provide copies thereof to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) Purchaser upon request of the Disclosure SchedulesPurchaser; and (k) any goodwill and other intangible assets associated with the Excluded Assets and the Sellers’ Other Businesses.

Excluded Assets. Purchaser acknowledges and agrees that it is not acquiring any Notwithstanding anything herein to the contrary, Seller or its Affiliates, as applicable, shall retain all of its right, title and interest in and to, and there shall be excluded from the sale, assignment or interest intransfer to Buyer hereunder, to or under any all assets of Seller not included in the Purchased Assets, which include, without limitation, the following assets (collectively, the “Excluded Assets”): (a) any cash, checks, money orders, marketable securities, short-term instruments the Excluded Products and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authorityall Intellectual Property Rights related thereto; (b) assets not primarily related to or used in the operation of the Business or for the Purchased Assets, including all rights of Seller and Seller’s Affiliates thereunder with respect to any Accounts Receivablerights, causes of action, choses in action, rights of recovery or indemnification, insurance benefits, rights of set-off of any kind, lawsuits, claims, bankruptcy claims or proofs of claims and demands of any nature that are not Assumed Liabilities, except as expressly scheduled as a Purchased Asset pursuant to any subsection of Section 2.1 of the Disclosure Schedule and qualifying as a Purchased Asset pursuant to the definition thereof; (c) any Contracts all (i) bank accounts of Seller or and (ii) cash and cash equivalents of Seller on hand as of the Divesting Entities (Closing, including all Contracts bank balances and arrangements with third party suppliers for the supply of materialscash and cash equivalents in bank accounts, components, processing supplies and packaging obtained for use monies in the manufacture possession of any banks, savings and loans or trust companies and similar cash items on hand as of the Products), or rights therein or thereunderClosing, other than the Transferred Contracts; (dA) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights escrow monies and interest funds held in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending trust on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits behalf of Seller or any of its Affiliates relating to any Excluded Asset solely for the benefit of the Business or any Retained Liability(B) security deposits in the possession of landlords, utility companies or other third Persons (including any guarantees, warranties, indemnities Governmental Authorities) and similar rights in favor held on behalf of Seller or any of its Affiliates to solely for the extent relating to any Excluded Asset or any Retained Liabilitybenefit of the Business; (ld) (i) any attorney-client privilege and attorney work-product protection of Seller or associated with the Business as a result of legal counsel representing Seller or the Business, including in connection with the transactions contemplated by this Agreement; (ii) all Plans documents maintained by legal counsel as a result of representation of Seller or the Business; (iii) all document subject to the attorney-client privilege and work-product protection described in subsection (i); and (iv) all employees of Seller, any Divesting Entity or any of their Affiliatesdocuments maintained by Seller in connection with the transactions contemplated by this Agreement; (me) all Contracts that certain ▇▇▇▇ of Sale dated November 29are not Assigned Contracts, 2019 by including without limitation Contracts for software, human resources, benefits and between Patheon Pharmaceuticals Inc. other related Seller business uses, and Seller; (n) that certain Nonany restrictive covenant, confidentiality, non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties disclosure or rights of invention assignment Contract to which Seller or any of its Affiliates is a party, and all rights of Seller and Seller’s Affiliates thereunder; (f) all Seller Employee Plans and trusts or other than the assets attributable thereto; (g) any Permits that do not constitute Purchased Assets; (h) all insurance policies owned or maintained by Seller or its Affiliates; (i) any real property leased or owned by Seller (except for the rights and interest of B▇▇▇▇ as a sublease tenant under the Sublease Agreement); (j) all assets, including any Contracts, used by Seller or its Affiliates in connection with the services to be provided to Buyer pursuant to the Transition Services Agreement, to the extent not set forth in Section 2.1 above; and (pk) all claims, counterclaims, defenses, causes of action, any assets or rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on listed in Section 2.02(p2.2(k) of the Disclosure SchedulesSchedule.

Excluded Assets. Purchaser acknowledges and agrees that it is Notwithstanding anything to the contrary contained in this Agreement, except as expressly set forth in Section 1.1(a), the Buyer will not acquiring any right, title or interest in, to or under acquire any of the following assets (collectively, the “Excluded Assets”): (a) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject All of the Beneficial Owners’, the Seller Related Parties’ or the Company’s rights under this Agreement or any Ancillary Agreement and to the terms of any other written agreement between Purchaser consideration to be delivered to the Beneficial Owners, the Seller Related Parties and Seller (the Company pursuant to this Agreement or any Ancillary Agreement; (ii) All minute books of their respective Affiliatesthe Beneficial Owners, the Seller Related Parties’ and the Company, including the organizational documents of the Beneficial Owners, the Seller Related Parties’ and the Company (collectively, the “Minute Books”), ; (iii) All Cash; (iv) All Company Benefit Plans and any intellectual property or similar rights used to manufacture the API, in each caseassets related thereto; (v) All Contracts, other than the Transferred IP RightsAssumed Contracts, including (A) all Contracts with any Affiliate of the Beneficial Owners, the Company or a Related Party, or (B) any Contract with financial, accounting, transaction, legal or tax advisors of the Beneficial Owners or the Company (collectively, the “Excluded Contracts”); (jvi) any real estate owned Any Tax Return, Tax records and/or refunds or leased by Seller or any credits in respect of its AffiliatesTaxes; (kvii) any rightsAny of the Beneficial Owners’, claims the Seller Related Parties’ or the Company’s (or their predecessors’) employee and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liabilitypersonnel records, files, papers, data and related information, including any guaranteescorrespondence related thereto, warrantiesin whatever form (collectively, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability“Personnel Records”); (lviii) Any documents or other information covered by attorney-client privilege, the attorney work product doctrine, or other similar legal protection, including all Plans attorney-client privileged or work product communication between the Company and all employees of Sellerits legal advisors relating to the Contemplated Transactions (collectively, any Divesting Entity or any of their Affiliatesthe “Privileged Records”); (mix) that certain ▇▇▇▇ Any equity interests of Sale dated November 29, 2019 the Company held or owned by and between Patheon Pharmaceuticals Inc. and Sellerthe Beneficial Owners or equity interest in the Beneficial Owners or the Seller Related Parties held or owned by the Company or the Seller Related Parties; (nx) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, IncAll Retained Policies; (oxi) any All equity or other assets, properties or rights of or in the Seller or any of its Affiliates other than the Purchased AssetsRelated Parties; and (pxii) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all Such other rights of any kind against any third party, to assets listed on the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedulesattached Schedule 1.1(b)(xi).

Excluded Assets. The following assets of Seller and the Seller Subsidiaries shall be retained by Seller and the Seller Subsidiaries and are not being sold or assigned to Purchaser acknowledges and agrees that it is not acquiring any right, title or interest in, to or under any hereunder (all of the following assets are referred to collectively as the “Excluded Assets”); (i) all Cash and other Excluded Current Assets; (ii) all rights, title and interest in and under any Contract other than the Assigned Contracts, including the Lease of the Seller’s facility in Boulder, Colorado, Terminated Contracts and the employment agreements with employees of Seller who have indicated that they do not intend to become Transferred Employees (including Senior Management), except to the extent expressly provided otherwise in Section 2.01(vi); (iii) all refunds, rebates or similar payments of Taxes to the extent such Taxes were paid by or on behalf of Seller or any Seller Subsidiary and all Tax attributes, other than any such refund, rebate or similar payment which relates to any Assumed Liability (which shall be deemed a Purchased Asset); (iv) all Tax Returns; (v) any Books and Records that Seller or any Seller Subsidiary is required by law to retain (including personnel records) so long as Seller delivers, upon written request from Purchaser and at Purchaser’s cost, at least one copy thereof to Purchaser; (vi) the minute books for the board of directors, committees or stockholder meetings, incorporation documents, corporate seal and stock transfer and tax or similar or related corporate records and any other documents relating solely to the organization, maintenance and existence of Seller and any Seller Subsidiary; (vii) all interests in Subsidiaries; (viii) subject to Section 7.12, one computer server (to be designated by Purchaser) with Great Plains accounting software, historical accounting data, and integrated word processing, spreadsheet and email software (collectively, the “Excluded Great Plains Assets”): (a) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority); (b) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (iiix) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties rights in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies assets of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased AssetsPlans; and (px) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, any rights of recoverySeller under this Agreement, rights of set-off, rights of subrogation the Purchaser Ancillary Agreements and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure SchedulesSeller Ancillary Agreements.

Excluded Assets. Purchaser acknowledges Other than the Purchased Assets subject to Section 2.01, Buyer expressly understands and agrees that it is not acquiring purchasing or acquiring, and Seller is not selling or assigning, any rightother assets or properties of Seller, title or interest in, to or under any of and all such other assets and properties shall be excluded from the Purchased Assets (the "Excluded Assets"). Excluded Assets include the following assets (collectively, the “Excluded Assets”):and properties of Seller: (a) any cash, checks, money orders, marketable securities, short-term instruments all cash and other cash equivalents, funds bank accounts and securities of Seller except as specifically provided in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental AuthoritySection 2.01(j) above; (b) any Accounts Receivableall Contracts that are not Assigned Contracts; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, Intellectual Property other than the Transferred ContractsIntellectual Property Assets; (d) any Governmental Authorizationsthe corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Seller, all employee-related or employee benefit-related files or records, other than the personnel files of Transferred Governmental AuthorizationsEmployees and any other books and records which Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) all insurance policies of Seller and the Divesting Entities for any periodall rights to applicable claims and proceeds thereunder; (f) (i) the corporate books subject to Section 6.05, all Benefit Plans and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and trusts or other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewithassets attributable thereto; (g) any current all Tax assets (including duty and prior insurance policies Tax refunds, rebates and prepayments) of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (lh) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, to causes of action, rights under express or implied warrantieslawsuits, judgments, claims and demands of any nature and all counterclaims, rights of recoverysetoff, rights of set-offindemnification and affirmative defenses to any claims that may be brought against Seller by third parties, rights of subrogation and all other rights of any kind against any third party, except as provided in Section 2.01(g) in each case solely to the extent related that they relate to any Retained Liabilities the Excluded Assets or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not Liabilities; (i) Transferred IP Rights or all assets, properties and rights used by Seller in its businesses other than the Business (iiincluding all assets, properties and rights used by Seller in its data analytics and payment businesses); (j) IP Rights licensed or granted under the Licenseany assets, including those claims properties and rights specifically set forth on Section 2.02(p2.02(j) of the Disclosure Schedules; and (k) the rights which accrue or will accrue to Seller under the Transaction Documents.

Excluded Assets. Purchaser acknowledges and agrees that it is not acquiring any right, title Notwithstanding anything to the contrary in this Agreement or interest in, to or under in any of the Transaction Documents, the Transferred Assets shall not include, and Purchaser shall in no way be construed to have purchased or acquired (or to be obligated to purchase or to acquire) any interest whatsoever in, any and all assets and rights owned or used by the Sellers other than the Transferred Shares or those items specifically included in the definition of Transferred Assets under Section 2.1, including, without limitation, the following assets (collectively, the “"Excluded Assets”"): (ai) any cash, checks, money orders, marketable securities, short-term instruments and all Receivables (other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authoritythan the Closing Business Employee Loan Receivables); (bii) any Accounts Receivableall cash and cash equivalents of CECA; (ciii) any Contracts payment due to CECA from its insurers in respect of Seller losses, except to the extent that the cost of such losses is actually borne by the Purchaser subsequent to the Closing Date (in which event the right to receive such payment shall constitute a Transferred Asset); (iv) any rights under any contract, arrangement or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, agreement other than the Transferred Business Contracts; (dv) any Governmental Authorizationsbooks, records and files other than the Transferred Governmental AuthorizationsBusiness Records and such portion of the Business Records that CECA is required by Law or by any agreement with a Third Party to retain; (evi) any deposits all rights to Tax refunds, credits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) similar benefits relating to the Purchased Transferred Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior allocable to the Closing Date or (y) of Seller and the Divesting Entities for any periodSellers under Article XI; (f) (ivii) the corporate books and records right to use the name/acronym "CECA" or "Arkema" in any trade names, trademarks, identifying logos or service marks related thereto or containing the acronym "CECA" or variation of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller foregoing or any of its Affiliates in connection therewith; confusingly similar trade name, trademark or logo (gthe "Retained Names") any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates except to the extent relating licensed to any Excluded Asset or any Retained Liability;the Purchaser pursuant to Section 10.2; and (lviii) all Plans any rights under the commercial lease agreement (bail commercial) dated October 1, 2012 entered into by CECA as lessee and all employees of SellerDROUOT Industrie as lessor (it being specified that this agreement has been assigned to SCPI Accimmo-Pierre, any Divesting Entity or any of their Affiliates; (ma company managed by BNP Paribas Real Estate) that certain and related to the facilities located at ▇▇, ▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇▇ Pharmaceuticals▇▇▇▇▇▇▇▇, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇▇▇ or recover and retain damages▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedules▇▇▇▇▇▇.

Excluded Assets. Purchaser acknowledges and agrees that it is not acquiring any rightNotwithstanding anything to the contrary herein, title or interest in, to or under any of the following assets of the Company and its Subsidiaries shall be retained by the Company and its Subsidiaries, and shall be excluded from the Acquired Assets (collectively, the “Excluded Assets”): (ai) any cashaccounts receivable (and related rights) associated with governmental payors, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authorityincluding Government Programs (the “Government Receivables”); (bii) any Accounts Receivable; (c) any Contracts all rights and interests in and to each Subsidiary’s bank and deposit accounts, including lock boxes, to which the Company’s and its Subsidiaries’ account debtors remit payment in respect of Seller or the Divesting Entities (including Governmental Receivables, and all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred to receive funds swept there from all governmental payor Contracts; (diii) any Governmental Authorizations, other than all Government Program provider numbers issued to the Transferred Governmental AuthorizationsCompany and its Subsidiaries; (eiv) all enrollment and participation agreements with Government Programs; (v) all cash and cash equivalents, whether on hand or held by any bank or other third party, and any bank accounts; (vi) any shares of, or other equity interests in, the Company or any of its Subsidiaries; (vii) any causes of actions related to any of the Excluded Assets or the Excluded Liabilities; (viii) all corporate minute books (and other similar corporate records) and stock records and any books and records related solely to the Excluded Assets or the Excluded Liabilities; (ix) any privileged materials, documents or records of the Company or any of its Subsidiaries solely to the extent related to the Excluded Assets or the Excluded Liabilities; (A) the Retained Policies and all rights of any nature with respect thereto and (B) refunded premiums, if any, arising from Buyer’s election to terminate any Acquired Policies; (xi) all confidentiality agreements with prospective purchasers of the Business or any portion thereof and all bids and expressions of interests received from third parties with respect to the Business; (xii) all Tax losses and credits, Tax loss and credit carry forwards and other Tax attributes, all deposits or advance payments with respect to Taxes; , and any claims, rights and interest interests in and to any refund refund, credit or credit reduction of Taxes (x) relating to the Purchased Assets or operation of any of the Business in each case, relating to taxable periods (Company or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodits Subsidiaries; (fxiii) (i) the corporate books any personnel and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel employment records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 the transfer thereof is precluded by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assetsapplicable law; and (pxiv) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedulesintercompany receivables.

Excluded Assets. Purchaser acknowledges and agrees that it is not acquiring any Sellers shall retain all right, title and interest to and in and shall not sell, transfer, assign, convey or interest indeliver to Buyer, to and Buyer shall not purchase, acquire or under accept from Sellers, any Excluded Assets. Excluded Assets shall include, without limitation, all of the following assets (collectively, the “Excluded Assets”):following: (a) any of Sellers' cash, checksAccounts Receivable, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand bank deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authoritycash items; (b) any Accounts ReceivableProprietary Information of Sellers (including product designs) other than as expressly provided under the Technology Transfer Agreement; (ci) Sellers' personnel records; (ii) any Contracts other books and records that Sellers are required by law to retain or that Sellers determine are necessary or advisable to retain; provided, however, that Buyer shall have the right to make copies of Seller or any portions of such retained books and records that relate to the Divesting Entities Purchased Assets; and (including all Contracts and arrangements with third party suppliers for the supply iii) any information management system of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, Sellers other than those used exclusively with the Transferred ContractsPurchased Assets; (d) any Governmental Authorizationsclaim, right or interest of Sellers in or to any refund, rebate, abatement or other than recovery for U.S. federal, state, local or foreign net income, franchise, gross income, alternative or add-on minimum, gross income, gross receipts, sales, use, ad valorem, transfer, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, environmental, windfall profit, real or personal property taxes, customs, duties or other taxes, governmental fees or other like assessment or charges of any kind whatsoever, together with any interest due Sellers thereon, for any periods prior to the Transferred Governmental AuthorizationsClosing Date; (e) all "AT&T" or "Lucent Technologies" marked sales and marketing or packaging materials, samples, prototypes, other similar AT&T or Lucent Technologies-identified sales and marketing or packaging materials and any deposits or advance payments with respect to Taxes; any claimsmarketing studies, rights and interest in and to any refund or credit of Taxes (x) relating except to the Purchased Assets extent such materials are sold or operation used by Buyer in the ordinary course of business in accordance with the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) terms of Seller and the Divesting Entities for any periodSection 5.3; (f) (i) any Inventory used or sold in the corporate books ordinary course of business between the date hereof and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewithClosing Date; (g) all of Sellers' rights, claims or causes of action against any current and Person relating to the assets, properties, business or operations of Sellers arising out of transactions occurring prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries;the Closing Date; and (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or properties, interests and rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are Sellers not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on specifically identified in Section 2.02(p) of the Disclosure Schedules2.1.

Excluded Assets. Purchaser acknowledges and agrees that Notwithstanding the provisions of Section 2.1, it is hereby expressly acknowledged and agreed that the Purchased Assets shall not include, and neither Seller nor any Subsidiary is granting, selling, transferring, assigning, conveying or delivering to Buyer or a Buyer Designee, and neither Buyer nor any Buyer Designee is purchasing, acquiring or accepting from Seller or any rightSubsidiary, title or interest in, to or under any of the following rights, properties or assets set forth or described in paragraphs (collectivelya) through (j) below (the rights, properties and assets expressly excluded by this Section 2.2 or otherwise excluded by the terms of Section 2.1 from the Purchased Assets being referred to herein as the “Excluded Assets”): (a) any of Seller’s or its Affiliate’s receivables, cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand bank deposits or similar accounts, and any evidence of indebtedness issued cash items (other than deposits related to the Assumed Lease) or guaranteed by any Governmental Authorityemployee receivables; (b) any Accounts Receivablemanufacturing libraries, Intellectual Property or Information of Seller or any Affiliate other than the Assigned Intellectual Property or the Licensed Intellectual Property; (c) any Contracts (i) confidential personnel records pertaining to any Business Employee to the extent applicable Law prohibits the transfer of such information, or (ii) other books and records that Seller or any Affiliate of Seller is required by Law to retain; provided, however, that Buyer shall have the right, to the extent permitted by Law and subject to reasonable restrictions, to make copies of any portions of such retained confidential personnel records and other books and records that relate to the µWave Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees; and (iii) any information management system of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply any Affiliate of materials, components, processing supplies and packaging obtained for use Seller other than those primarily related to or primarily used in the manufacture of the ProductsµWave Business and contained within computer hardware included as a Purchased Asset pursuant to Section 2.1(b), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizationsclaim, right or interest of Seller or any Affiliate of Seller in or to any refund, rebate, abatement or other than the Transferred Governmental Authorizationsrecovery for Excluded Taxes, together with any interest due thereon or penalty rebate arising therefrom; (e) except as set forth in the Intellectual Property Agreement, any deposits rights to, or advance payments with respect to Taxes; any claimsthe use of, rights and interest in and to any refund the “Broadcom” or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period“Broadcom Corporation” trademarks; (f) (i) the corporate books Excluded Contracts, the Nonassignable Licenses and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewithExcluded Leased Equipment; (g) any current and prior insurance policies of Seller and its Affiliates and all or rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveriesproceeds thereof; (h) except as specified in Section 2.1, any intellectual property of Seller’s or similar rights any Affiliate’s rights, claims or causes of Seller action against Third Parties relating to the assets, properties or its Affiliatesoperations of the µWave Business arising out of transactions occurring prior to, including Trademarksand including, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP RightsClosing Date; (i) subject to except as specifically provided in the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain applicable ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. Assignment and Seller;Assumption Agreement or the India Purchase Agreement any of the assets of the Benefits Plans; and (nj) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any all other assets, properties or properties, interests and rights of Seller or any of its Affiliates other than Affiliate that are not primarily related to or primarily used in the operation the µWave Business or the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedules.

Excluded Assets. Purchaser acknowledges Notwithstanding the foregoing, the Assets shall not include, and agrees that it is not acquiring any rightRNR and the Company Sellers, title or interest inas applicable, to or under any of excepts, reserves and excludes from the sale contemplated by this Agreement, the following assets (collectively, the “Excluded Assets”): (a) all assets, properties, rights, contracts and claims, wherever located, whether tangible or intangible, real or personal, of RNR not included in the definition of Assets, including any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits master service agreements or similar accountsservice contracts, and any evidence of indebtedness issued whether or guaranteed by any Governmental Authoritynot such master service agreements relate to the Assets; (b) any Accounts Receivableall trade credits, accounts receivable, notes receivable, take-or-pay amounts receivable, and other receivables and general intangibles, attributable to the Purchased Assets with respect to periods of time prior to the Effective Time; (c) all proceeds, income, royalties or revenues (and any Contracts of Seller security or other deposits made) attributable to (i) the Divesting Entities (including all Contracts and arrangements with third party suppliers Purchased Assets for any period prior to the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products)Effective Time, or rights therein or thereunder, (ii) any other than the Transferred ContractsExcluded Assets; (d) any Governmental Authorizations, all geophysical and other than seismic and related technical data and information relating to the Transferred Governmental AuthorizationsAssets to the extent that such geophysical and other seismic and related technical data and information cannot be transferred to Buyer following Closing without payment of a fee or other penalty and which Buyer has not separately agreed in writing to pay; (e) any deposits all documents and instruments of Sellers (other than title opinions) that may be protected by an attorney-client, work product or advance payments other privilege that cannot be waived by such Seller; (f) with respect to Taxesthe transactions contemplated in this Agreement, all (i) agreements and correspondence between Sellers or any of their Affiliates and any Advisor relating to such transactions; (ii) lists of prospective purchasers compiled by Sellers or any claimsof their Affiliates or any Advisor; (iii) bids submitted by other prospective purchasers of the Assets; (iv) analyses by Sellers or any of their Affiliates or any Advisor of any bids submitted by any prospective purchaser; (v) correspondence between Sellers or any of their Affiliates or any Advisor, or any of their respective representatives, and any prospective purchaser other than Buyer; and (vi) correspondence between Sellers or any of their Affiliates or any Advisor or any of their respective representatives with respect to any of the bids, the prospective purchasers, the engagement or activities of any Advisor; (g) all data and other information that may not be disclosed or assigned to Buyer as a result of confidentiality or similar arrangements under agreements with Persons not Affiliates of Sellers, even if such data or other information is inadvertently disclosed or provided to Buyer (in which case Buyer shall promptly return such data or information to Sellers); (h) all audit rights of RNR arising under any of the Contracts owned by RNR with respect to any period prior to the Effective Time or to any of the Excluded Assets; (i) all corporate, partnership and limited liability company financial and income tax books, accounts, records and documents that relate to RNR’s, Resolute’s or HACI’s business generally; (j) all claims and causes of action of RNR (i) arising from acts, omissions or events related to, or damage to or destruction of, the Purchased Assets, occurring prior to the Effective Time; (ii) arising under or with respect to any of the Contracts owned by RNR that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds); or (iii) with respect to any of the Excluded Assets; (k) all rights and interest in and interests of RNR (i) under any policy or agreement of insurance or indemnity; (ii) under any bond; or (iii) to any refund insurance or credit of Taxes (x) relating to the Purchased Assets condemnation proceeds or operation of the Business awards arising, in each case, relating from acts, omissions or events related to, or damage to taxable periods (or portion thereof) ending on or destruction of, the Purchased Assets prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained LiabilityAssets; (l) all Plans and all employees of Seller, amounts due or payable to RNR as adjustments to insurance premiums related to the Purchased Assets with respect to any Divesting Entity or any of their Affiliatesperiod prior to the Effective Time; (m) that certain ▇▇▇▇ the Existing Hedging Agreements and all amounts resulting from derivative contracts or similar agreements entered into by RNR for its own account or on behalf of Sale dated November 29the Company and used to manage oil, 2019 by and between Patheon Pharmaceuticals Inc. and Sellernatural gas, products or other commodity prices whether deemed a hedge, non-hedge or ineffective hedge transaction; (n) that certain Non-Exclusive License Agreement dated August 24all proceeds, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticalsincome, Increvenues or other benefits (including any benefit attributable to any future Laws with respect to “royalty relief” or other similar measures) not otherwise enumerated above, as well as any security or other deposits made, to the extent same are attributable to (i) the Purchased Assets for any period prior to the Effective Time; or (ii) the Excluded Assets; (o) any all funds held in suspense accounts owned by RNR and related to the Assets for production prior to the Effective Time; (p) all software or other assetsintellectual property licenses, properties computers and associated peripherals and all radio, telephone and other communication equipment, in each case, owned or rights of Seller leased by RNR and (i) not located on the Real Property or any of its Affiliates the Leases, (ii) not assignable by RNR or (iii) used by RNR for purposes other than exclusively for the Purchased Business; (q) the portion of the Exxon Escrow Refund attributable to the Company; (r) any revenue or distributions attributable to the Excluded Assets; and (ps) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, assets excluded from the transactions contemplated hereby pursuant to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation express terms of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedulesthis Agreement.

Excluded Assets. Purchaser acknowledges All property and agrees that it is not acquiring any right, title or interest in, to or under any assets of the following assets (collectivelyCompany other than the Company Property listed above ( the "Excluded Property") shall not be owned or possessed in any manner, form or respect at the Closing. Prior to the Closing, the “Excluded Assets”):Property shall be distributed, transferred, disposed of or otherwise assigned (a "Transfer") to the shareholders of the Company or a third party or parties; provided, however, that any such Transfer shall not result in any post-Closing liability of the Company other than the Assumed Liabilities listed below. It is agreed that the Excluded Property shall include, without limitation, the following: (a) any cash, checks, money orders, marketable securities, short-term instruments and other cash or cash equivalents, funds whether on hand at the premises, in time banks or in transit between accounts of the Company and demand deposits whether or similar accounts, and any evidence not relating to the operation of indebtedness issued or guaranteed by any Governmental Authoritythe Company Property; (b) any Accounts Receivablethe bank accounts, deposit accounts or similar accounts of the Company; (c) any Contracts and all policies of Seller insurance or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture surety bonds of the Products), or rights therein or thereunder, other than the Transferred ContractsCompany; (d) all accounts receivable of the Company for all periods prior to the Closing Date (except any Governmental Authorizations, other than relating to reimbursement from operators under the Transferred Governmental AuthorizationsDrilling Contracts for loss or damage to any of the Company Property which receivables shall be the property of Purchaser); (e) any deposits or advance payments with respect to Taxes; any action, claims, or causes of action or rights and interest in and of Seller to recover or offset of any refund kind or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or character arising prior to the Closing Date or (yDate, except as such may arise in connection with the Drilling Contracts and except as provided in Section 2.1(c)(ii) of Seller and the Divesting Entities for any periodabove; (f) (i) the corporate books name "Cactus Drilling Company" and records of Seller and its Affiliates that are not Product Books and Recordsall trade name, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax informationtrade ▇▇▇▇, and Tax records related signage rights thereto (provided Purchaser shall have a reasonable time following the Closing to Seller or its Affiliates, and (v) remove the "Cactus Drilling Company" name from any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller Company Property or any of its Affiliates in connection therewith;the property acquired under the Simultaneous Agreement and Purchaser shall make the signs available for pick-up by Seller); and (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect theretoto payments, including all insurance recoveries thereunder prepayments, prepaid expenses, deposits and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates like to the extent relating the same arise under any Drilling Contracts and are attributable to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 work performed by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, Company prior to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure SchedulesClosing Date.

Excluded Assets. Purchaser acknowledges and agrees Any assets of Sellers that it is are not acquiring any rightdescribed or otherwise identified as Assets in Section 2.01, title or interest in, to or under any together with all of the following assets, shall not constitute Assets and shall not be sold, assigned or conveyed to Buyer pursuant to this Agreement (such assets (collectivelyas described herein below, the “Excluded Assets”): (a) any cash, checks, money orders, marketable securities, short-term instruments all cash and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence equivalents of indebtedness issued or guaranteed by any Governmental AuthoritySellers; (b) any Accounts Receivableall corporate and financial records of Sellers (other than the Data contemplated by Section 2.01(i)) and all Excluded Records; (c) any all Contracts of Seller insurance or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materialsindemnity, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contractssubject to Section 10.01; (d) any Governmental Authorizationsall proceeds, income or revenues attributable to the Assets, other than proceeds received on account of the Transferred Governmental AuthorizationsAcquired Accounts Receivable, with respect to any period of time prior to the Closing Date; (e) any deposits or advance payments with respect to Taxes; any all rights, claims, rights demands and interest in and to any refund or credit causes of Taxes (x) relating to the Purchased Assets or operation action of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodSellers under this Agreement; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, (including any guaranteesclaim as defined in section 101 of the Bankruptcy Code), warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defensescauses, causes of action, rights under express or implied warrantiesremedies, rights of recoverydefenses, rights of set-off, rights of subrogation recoupment, and rights to payment or to enforce payment and credits of any Seller except to the extent related to the Assets with respect to any period of time on or after the Closing Date or any Assumed Liability; (g) any refund of costs or expenses borne by Sellers; (h) any Tax credits, refunds or abatements or other Tax assets or Tax benefits of Sellers (other than those allocated to Buyer under Section 7.06); (i) any prepayments or good faith or other deposits submitted by any Third Party under the terms of the Bid Procedures Order; (j) any of Sellers’ rights, claims and causes of action under the Bankruptcy Code and any Avoidance Actions in which Sellers have or will have rights; (k) the name “Basic Energy” and all variations and derivations thereof and any Trademarks containing any of the foregoing; (l) all Contracts and other rights assets listed on Schedule 2.02(l); (m) any executory contracts or unexpired leases that are not Desired 365 Contracts; (n) all Existing Letters of any kind against any third partyCredit and cash deposits and proceeds of such Existing Letters of Credit; (o) all equipment and original copies of Data to the extent primarily related to Excluded Assets or Excluded Liabilities; (p) all Permits, except for those Permits contemplated by Section 2.01(f); (q) except for the Vehicles, all trucks, trailers, vehicles and other rolling stock; (r) except for the Office Equipment, all office equipment, computers, software and hardware; (s) except for the Transferred Intellectual Property, all Intellectual Property owned by Sellers; (t) all assets excluded pursuant to the express terms of this Agreement, including Section 2.12 or Section 5.02; (u) except to the extent related to any Retained Liabilities Assumed Liabilities, all audit rights arising under any of the Applicable Contracts or Excluded Assets, including rights otherwise with respect to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights any period prior to the Closing Date, with respect to the Assets or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) any of the Disclosure SchedulesExcluded Assets; (v) any assets or properties described in Section 2.01 that are not assignable to Buyer pursuant to this Agreement after giving effect to the Sale Order; (w) all engagements and similar letters and agreements with Sellers’ legal advisors, it being agreed that Buyer shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Sellers or any of their Affiliates with respect to the ownership or operation of the Assets; (x) any property or obligation that has been escheated or been reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws; (y) excluding all assets listed on Annex E, all assets described on Schedule 2.02(y) and all other assets of Sellers related primarily to or held for use primarily in connection with the business of Sellers other than the Business; and (z) any assets or properties otherwise expressly identified as Excluded Assets under this Agreement.

Excluded Assets. Purchaser acknowledges and agrees that it is not acquiring any rightrights, title titles or interest interests in, to or under any of the following assets (collectively, the “Excluded Assets”): (ai) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental AuthorityCash Equivalents; (bii) any Accounts Receivable; (ciii) any Contracts losses, loss carryforwards and rights to receive refunds, credits and loss carryforwards with respect to any and all Taxes of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply any of materials, components, processing supplies and packaging obtained for use in the manufacture of the Productsits Affiliates that constitute Retained Liabilities pursuant to Section 2.4(vi), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (fiv) (iA) the corporate books and records of Seller and its Affiliates to the extent not related solely to the Purchased Assets, including those portions of the Tax Returns and other corporate books and records that are do not Product Books relate solely to the Purchased Assets (subject to Section 2.1(iv) and Records(vi)), (iiB) all personnel records, (iiiC) any attorney work product, attorney-client communications and other items protected by attorney-attorney client or similar privilege, in each case, to the extent not related solely to the Business (iv) Tax Returnsor if such items relate solely to the Business, Tax information, and Tax records to the extent not solely related to any Excluded Liability or any Third Party Claim in respect of which Seller or its Affiliatesis obligated to provide indemnification pursuant to Section 8.1), and (vD) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets (and correspondence and other materials regarding the terms thereof) or the Products or that were prepared by Seller or any of its Affiliates for their internal use in connection therewith; (gv) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (hvi) any intellectual property or similar rights of the Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than Names (subject to the Transferred IP Rightslicense set forth in Section 7.6); (ivii) the Licensed Know-How (subject to the terms of any other written agreement between Purchaser licenses set forth in Sections 7.6 and Seller (or any of their respective Affiliates7.12), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (jviii) any real estate owned or leased by Seller or any of its Affiliates; (kix) any equipment used in the manufacture or packaging of the Products; (x) the Transitional Supply Agreement Inventory; (xi) any rights, claims and credits of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (lxii) all Plans and all employees any finished goods inventory of Seller, any Divesting Entity or any Products not constituting Inventories as a result of their Affiliates;the application of clause (iii) of the definition of Inventories (which inventory will be destroyed by Seller in accordance with its internal procedures applicable to destruction of inventories; and (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (oxiii) any other assetsassets (including intellectual property), properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedules.

Excluded Assets. Purchaser acknowledges Nothing in this Agreement will require Seller to sell or transfer to Purchaser, and agrees that it is the Specified Assets will not acquiring be deemed to include, any right, title of the following assets or any right or interest in, in or to or under any of the following assets (collectively, the “Excluded Assets”): ): (a) subject to Section 1.10 and without limiting any obligation of Seller thereunder, any Specified Contract, if (i) a Consent is required to be obtained from any Person in order to permit the sale or transfer to Purchaser of the rights of Seller under such Specified Contract; and (ii) such Consent shall not have been obtained by the Closing; provided, however, that after obtaining any such Consent after the Closing, such Specified Contract shall be a Specified Asset; (b) the BARDA Contract (it being agreed that upon execution of a Novation Agreement the BARDA Contract shall be deemed to be a Specified Asset); (c) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits equivalents or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; Purchased Accounts Receivable; (d) any Governmental Authorizations, other than Tax records of Seller (including all tax returns) related to the Transferred Governmental Authorizations; Specified Assets; (e) any deposits or advance payments with respect to Taxes; any claims, all rights and interest in and of Seller to any refund refunds, or credit rights or claims to refunds, of Taxes Taxes, Tax deposits, Tax prepayments, Tax credits or other Tax assets attributable to a Tax payment made or other Tax-related action taken by Seller (x) relating including any refunds, or rights or claims to the Purchased Assets refunds, of Taxes, Tax deposits, Tax credits or operation of the Business in each case, relating to other Tax assets for any taxable periods (or portion thereof) ending on or period prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; Date); (f) (i) the corporate books automobiles, office, telecommunications, network, and records of Seller information technology equipment, computers and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications software or software as a service and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, infrastructure and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewithtangible assets; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedules.

Excluded Assets. Purchaser acknowledges (a) Notwithstanding any other provision of this Agreement, Seller hereby retains and agrees that it is will not acquiring sell, transfer, convey, assign or deliver to Purchaser, any right, title property or interest in, to or under any assets of Seller other than the following assets Purchased Assets (collectively, the “Excluded Assets”):) and, notwithstanding anything in Section 1.1 to the contrary, each of the following shall not be Purchased Assets and shall be Excluded Assets for purposes of this Agreement: (ai) any cash, checks, money orders, marketable securities, short-term instruments and or other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority, in each case, held by Seller (whether or not arising from the conduct of the Early Discovery Business); (bii) any Accounts Receivableaccounts receivable of Seller; (ciii) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred ContractsExcluded Intellectual Property; (div) any Governmental Authorizations(A) rights of Seller to any Tax losses and credits, Tax loss and credit carry forwards and other than the Transferred Governmental Authorizations; Tax attributes, (eB) any deposits or advance payments made by Seller with respect to Taxes; , and (C) any claims, rights and interest in and to any refund refund, credit or credit reduction of Taxes attributable to any Pre-Closing Tax Period (x) relating except to the Purchased Assets extent such refund, credit or operation of reduction is attributable to events occurring following the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodClosing); (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (iiv) all personnel records, (iii) any attorney work product, attorney-client communications Tax Returns and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (jvi) any real estate owned or leased claims under insurance policies maintained by Seller or any of its Affiliates; (kvii) any rights, claims and credits of Seller or any of its Affiliates relating to any the Contracts listed on Schedule 1.2(a)(vii) (the “Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained LiabilityContracts”); (lviii) all the assets, equipment or other property listed on Schedule 1.2(a)(viii) (ix) the Seller Plans and all employees of Sellerany trusts, insurance arrangements or other assets held pursuant to, or set aside to fund the obligations of, Seller under, and any administrative or other services agreements related to, any Divesting Entity or any of their AffiliatesSeller Plan; (mx) that certain ▇▇▇▇ all personnel files pertaining to any current or former employee of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (nxi) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or all rights of Seller or under this Agreement and any of its Affiliates other than the Purchased AssetsTransaction Agreement; and (pxii) all claimsany assets related to any business, counterclaimsprograms, defenses, causes or product lines of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all Seller other rights of any kind against any third party, than the Early Discovery Business to the extent related not included in the Purchased Assets. (b) Purchaser expressly acknowledges that it is not acquiring any rights whatsoever to any Retained Liabilities or the Intellectual Property of Seller within the Excluded Assets, including Assets other than the rights expressly licensed to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not Purchaser pursuant to Section 1.7 (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure SchedulesLicense Grants to Purchaser).

Excluded Assets. Purchaser acknowledges and agrees that it is not acquiring any Notwithstanding anything to the contrary contained in this Agreement, each Transferor shall retain all of its right, title or and interest inin and to, and there shall be excluded from the contribution, transfer, assignment and delivery of the Contributed Assets to or under any of Newco 1 hereunder, the following assets and properties (collectively, the “Excluded Assets”): (a) any cash, checks, money orders, marketable securities, short-term instruments All rights under this Agreement and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority;the Ancillary Documents. (b) any Accounts Receivable;All cash, accounts receivable, pre-paid expenses, bank accounts, cash equivalents and other similar types of investments, certificates of deposit, U.S. Treasury bills and other marketable securities. (c) (i) The names or marks “Alon,” “Alon USA,” “Fina,” and any Contracts variations or derivations thereof, and (ii) any logo, service m▇▇▇, copyright, trade name or trademark of Seller or the Divesting Entities (including all Contracts and arrangements associated with third party suppliers for the supply such Transferor or any of materialsits affiliates, components, processing supplies and packaging obtained not used or held for use primarily in connection with the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts;Operations. (d) any Governmental Authorizations, other than Tangible personal property located at the Transferred Governmental Authorizations;Real Property that is (i) owned (or leased from third parties) by contractors or service providers doing work or providing services at the Real Property or (ii) owned (or leased from third parties) by employees of such Transferor. (e) Improvements, fixtures, equipment and tangible personal property located on any deposits easement, right-of-way, lease, license or advance payments similar land use right which encumbers the Real Property insofar as such improvements, fixtures, equipment and tangible personal property are owned (or leased from third parties) by the holder of such easement, right-of-way, lease, license or similar land use right which encumbers the Real Property. (f) Improvements, fixtures and items of equipment and tangible personal property located on the Real Property insofar as such improvements, fixtures, equipment and tangible personal property are owned (or leased from third parties) by such Transferor or any affiliate thereof and are not used or held for use primarily in connection with respect to Taxes; any claimsthe Operations, rights and interest including such of the foregoing as are described in and to any refund Transferor Disclosure Schedule 1.2(f). (g) All crude oil, refined petroleum products or other petroleum or petrochemical products. (h) Any refund, rebate, credit of or similar claim for Taxes (x) paid by such Transferor, whether known or unknown on the Closing Date, relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (Operations for any period or portion thereof) thereof ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights;Date. (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates)Any refund, any intellectual property rebate, credit or similar rights used claim relating to manufacture an Excluded Asset or Retained Liability, whether known or unknown on the API, in each case, other than the Transferred IP Rights;Closing Date. (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all All claims, counterclaims, defenses, causes of action, rights under express or implied warrantieschoses in action, rights of recovery, recovery and rights of set-off, rights of subrogation and all other rights set off of any kind against any third partyperson arising out of or relating to (i) the Operations for any period or portion thereof ending prior to the Closing Date, (ii) any Excluded Asset, or (iii) any Retained Liability; provided that to the extent related that any of the foregoing arise out of or relate to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover an Assumed Liability and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not otherwise expressly identified as an Excluded Asset in this Section 1.2 (including in any Transferor Disclosure Schedule relating to this Section 1.2), such shall not be an Excluded Asset but shall rather be part of the Contributed Assets. (k) Subject to Section 2.4 and Section 5.8, all rights under (i) Transferred IP Rights the insurance policies of such Transferor (including all claims and other rights thereunder or relating thereto with respect to the Contributed Assets and the Excluded Assets) and (ii) IP Rights licensed any premium returns or granted under refunds or other amounts associated with any tail policy, COBRA policy or other policy (whether in existence on the Licensedate of this Agreement or hereafter purchased by such Transferor) relating to the provision of COBRA benefits or other benefits to the employees of such Transferor (or any subgroup thereof). (l) Any other properties and assets (real, including those claims set forth on Section 2.02(ppersonal, mixed, tangible or intangible) of the which are described in Transferor Disclosure SchedulesSchedule 1.2(l).

Excluded Assets. Purchaser acknowledges Notwithstanding anything contained in Section 1.1, the Sellers are not selling, conveying, transferring or assigning, and agrees that it the Buyer is not acquiring purchasing, receiving or accepting, any of the assets, rights or properties expressly set forth below (such assets being referred to as the ³Excluded Assets´). Sellers shall retain all right, title or and interest in, to or under any of and in the following assets (collectively, the “Excluded Assets”):, and the Buyer waives and releases any claim it may have now or hereafter to the Excluded Assets. (a) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, Any real property and any evidence of indebtedness issued personal property affixed to or guaranteed by located at any Governmental Authority;real property that is not Real Property. (b) any Accounts Receivable;All rights in and to Intellectual Property of the Company and its Affiliates other than Company Intellectual Property, including, without limitation, Intellectual Property belonging to the European Affiliates of Sellers. (c) any Contracts of Seller or the Divesting Entities (including Any and all Contracts and arrangements with third party suppliers for the supply of raw materials, components, processing supplies work in process and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, finished goods inventory other than the Transferred Contracts;Purchased Trade Inventory. (d) any Governmental Authorizations, Any and all tooling inventory other than the Transferred Governmental Authorizations;Purchased Tooling Inventory. (e) Any and all rights under all Contracts that are not Assumed Contracts. (f) Any (i) pre- or post-petition security, vendor, utility and other similar deposits, prepaid expenses or other prepayments (other than pre-petition or post-petition deposits pursuant to Assumed Contracts that will inure to the benefit of the Buyer), (ii) cash and cash equivalents, including the Purchase Price, (iii) certificates of deposit, commercial paper and securities owned, used or held for use by Seller, (iv) letters of credit, (v) prepaid payroll and withholding Taxes, (vi) retainers for legal, financial and other professionals funded by or on behalf of the Sellers, and (vii) deferred income Taxes. (g) Any (i) confidential personnel and medical records pertaining to any deposits Employee who is not hired by the Buyer; (ii) books and records that the Sellers are required by Law to retain or advance payments that the Sellers determine are necessary or advisable to retain including, without limitation, Tax Returns, financial statements and corporate or other entity filings; provided, that the Buyer shall have the right to make copies of any portions of such retained books and records that relate to the Business or any of the Acquired Assets, and (iii) minute books, stock ledgers and stock certificates of the Sellers. (h) Accounts receivable incurred in the ordinary course of business existing on the Closing Date. (i) Any intercompany rights among Sellers and their respective Affiliates and all Contracts related thereto, including, without limitation, rights to distributions of proceeds from any sale of the equity or assets of the European Affiliates of the Sellers. (j) All rights (i) under the Sellers¶ insurance policies relating to the Business (including, without limitation, health insurance, worker¶s compensation insurance and life insurance), and any right to refunds due with respect to Taxes; any claimssuch insurance policies and (ii) under or pursuant to all warranties (express or implied), rights representations and interest in and guarantees made by third parties relating to any refund Excluded Assets. (k) Any claim, right or credit of Taxes (x) relating to the Purchased Assets or operation interest of the Business Sellers in each caseor to any refund, relating to taxable periods rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, for any Tax period (or portion thereof) ending on or before the Closing Date. (l) All Employee Plans including the Sellers¶ rights, title and interests in any (i) assets related to a defined benefit or defined contribution retirement plan, and (ii) assets related to non-qualified deferred compensation plan (except to the extent related to liabilities of such Employee Plans that are agreed to be assumed by the Buyer). (m) Any rights, claims or causes of action of the Sellers against third parties relating to Acquired Assets, properties, business or operations of the Sellers arising out of events occurring on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or foregoing that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect relate to any such insurance recoveries; (h) any intellectual property liabilities or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than obligations assumed by the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective AffiliatesBuyer), any intellectual property or similar rights used to manufacture the APIincluding, in each casewithout limitation, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any warranty rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liabilityindemnification rights, including any guarantees, warranties, indemnities offsets and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by avoidance claims and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of actionaction under Sections 544, rights under express or implied warranties547, rights of recovery548, rights of set-off549, rights of subrogation 550 and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) 553 of the Disclosure SchedulesBankruptcy Code or the proceeds thereof.

Excluded Assets. Purchaser acknowledges Notwithstanding anything to the contrary in Section 2.1 of this Agreement, from and agrees that it is after the Closing, Seller and its Affiliates shall retain all of their respective rights, titles and interests in and to, and there shall be excluded from the sale, transfer, conveyance, assignment and delivery to Purchaser, and the Transferred Assets shall not acquiring any right, title or interest in, to or under any of include the following assets assets, properties and rights (tangible or intangible and wherever located) (collectively, the “Excluded Assets”): (a) other than the Transferred IP and the rights provided in this Agreement and the Ancillary Agreements, any cashIntellectual Property, checks, money orders, marketable securities, short-term instruments Seller Marks (and any social media handles owned by Seller or its Affiliates that consist of Seller Marks) and other cash equivalentsintellectual property of Seller and its Affiliates, funds in time and demand deposits including all Intellectual Property, Seller Marks or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authorityother intellectual property set forth on Schedule 2.2(a) to this Agreement; (b) (i) any Accounts Receivableattorney-client, work product or similar privilege of Seller or any of its Affiliates or otherwise relating to or arising out of the Program Business as a result of legal counsel representing Seller, any of its Affiliates or the Program Business in connection with the transactions contemplated by this Agreement, any of the Ancillary Agreements or any Action described by Section 2.2(s), and (ii) the portions of any documents of Seller or any of its Affiliates (but not any underlying Transferred Books and Records or Transferred Business Employee Records) subject to any such privilege described in clause (i) (such documents, the “Privileged Seller Documents”); (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Excluded Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizationsall Excluded Tax Assets; (e) any deposits or advance payments with respect to Taxes; any claimsall security deposits, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case▇▇▇▇▇▇▇ deposits, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Recordsbid, (ii) all personnel recordslease, (iii) any attorney work product, attorney-client communications utility and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax informationdeposits, and Tax records related to Seller or its Affiliates, and (v) any documents (all other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition forms of the Purchased Assets or the Products or that were prepared deposit placed by Seller or any of its Affiliates in connection therewithfor the performance of a Transferred Contract or otherwise; (gf) any current all cash, cash equivalents, credit cards and prior insurance policies bank accounts of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (kg) all Books and Records (including any rightsTax Return of Seller or any of its Affiliates), claims other than the Transferred Books and credits Records; (h) all employee and personnel records of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor employees of Seller or any of its Affiliates or the Transferred Employees, other than the Transferred Business Employee Records; (i) the sponsorship of, and all assets or contracts maintained pursuant to the extent relating or in connection with, all Seller Benefit Plans; (j) all rights or claims which accrue or will accrue to any Excluded Asset Seller or any Retained Liabilityof its Affiliates under this Agreement or any of the Ancillary Agreements; (k) the Excluded Prepaid Expenses; (l) all Plans rights, title and all employees interest to real property of Seller, any Divesting Entity Seller or any of their Affiliatesits Affiliates (including all rights, title and interest to the Swiss Manufacturing Facilities) and all Contracts related to the ownership, lease, sublease, grant, license or any other similar arrangement with respect to any real property; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Sellerall Swiss Manufacturing Facilities Tangible Personal Property; (n) that certain Non-Exclusive License Agreement dated August 24all insurance policies and rights thereunder (including, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticalsfor the avoidance of doubt, Incany proceeds received with respect to any such policies (other than to the extent provided in Section 2.1(m))); (o) all insurance proceeds which Seller or any of its Affiliates has a right to receive as of the Closing that relate to any events, circumstances or occurrences prior to the Closing (other than to the extent provided in Section 2.1(m)); (p) all accounts receivable, notes receivable, rebates receivable and other miscellaneous receivables of Seller or any of its Affiliates (i) to the extent that they are not related to the Program Business or (ii) that are related to the Business to the extent relating to or arising out of the operation of the Program Business prior to the Closing; (q) all Manufacturing Registrations; (r) all information technology systems, hardware (including all desktops, smartphones, tablets, laptops, printers, fax/scan machines) and software (whether in source code or object code) of Seller or any of its Affiliates and all related license, maintenance and service Contracts and related documentation, and all related technology, data, databases, database rights, designs, processes, methods and other know-how (other than Transferred Assets); (s) all Actions available to or being pursued by Seller or any of its Affiliates (including any Asset Selling Entity) to the extent relating to or arising out of (i) any of the other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assetsthat constitute Excluded Assets or (ii) any Excluded Liability; (t) all assets, properties and rights described on Schedule 2.2(t) to this Agreement; and (pu) for the avoidance of doubt, all claimsother assets, counterclaims, defenses, causes of action, rights under express or implied warranties, properties and rights of recoverySeller or any of its Affiliates, rights of set-offwhatever kind and nature, rights of subrogation and all other rights of any kind against any third partyreal, to the extent related to any Retained Liabilities personal or Excluded Assetsmixed, including rights to ▇▇▇ tangible or recover and retain damagesintangible, costs and attorneys’ fees for pastor otherwise, present and future infringement or misappropriation of any IP Rights that are not specifically addressed by Section 2.1(a) through (io) Transferred IP Rights (it being further understood and agreed, for the avoidance of doubt, that any right, title, or (ii) IP Rights licensed interest of Burgundy or granted under any of its Affiliates in any assets, properties and rights, of whatever, kind and nature, real, personal or mixed, tangible or intangible, or otherwise, prior to the License, including those claims set forth on Section 2.02(p) of the Disclosure SchedulesBurgundy Closing shall constitute Excluded Assets).

Excluded Assets. Purchaser acknowledges The Transferred Assets shall not include, and agrees that it is not acquiring any the Seller reserves and retains all right, title or and interest in, in and to or under any of the following assets (collectively, the “Excluded Assets”): (a) any cashall real property, checks, money orders, marketable securities, short-term instruments including all real property subject to the Lease and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental AuthorityAccess Agreement; (b) any Accounts Receivableall inventory, including raw materials, intermediates, products, byproducts and wastes that is stored in the Tankage or the storage facilities located at the Terminal at or prior to the Closing; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture rights of the Products)Seller to the name “Delek,” “Lion,” “▇▇▇▇” or any related or similar trade names, trademarks, service marks, corporate names or logos, or rights therein any part, derivative or thereunder, other than the Transferred Contractscombination thereof; (d) all of the Seller’s and any Governmental Authorizationsof its Affiliates’ right, title and interest in and to all accounts receivable and all notes, bonds, and other than evidences of indebtedness of and rights to receive payments arising out of sales, services, rentals and other activities occurring in connection with and attributable to the ownership or operation of the Transferred Governmental AuthorizationsAssets prior to the Effective Time and the security arrangements, if any, related thereto, including any rights with respect to any third party collection procedures or any other actions or proceedings in connection therewith; (e) any deposits or advance payments with respect to Taxes; any claimsall rights, rights titles, claims and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation interests of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates (i) under any policy or agreement of insurance, (ii) under any bond, (iii) to or under any condemnation damages or awards in connection therewithregard to any taking or (iv) to any insurance or bond proceeds; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (pf) all claims, counterclaims, defensesdemands, causes of action, rights under express or implied warrantieschoses in action, rights of recovery, rights of set-off, rights to refunds, and similar rights in favor of subrogation and all other rights the Seller or any of its Affiliates of any kind against any third party, to the extent related relating to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights the Excluded Assets or (ii) IP Rights licensed or granted under the Licenseownership of the Transferred Assets prior to the Effective Time (other than any damage to the Transferred Assets not repaired prior to the Effective Time); and (g) all of the right, including those claims title and interest of the Seller to the storage tanks located at the El Dorado Refinery and all spheres, bullets, valves, pumps, meters, recorders, fittings, improvements and other equipment related to such storage tanks, set forth on Section 2.02(pSchedule 2.3(g) of the Disclosure Schedulesto this Agreement.

Excluded Assets. Notwithstanding any other provision of this Agreement, the Sellers shall, at the Closing, retain, the Purchaser acknowledges shall not acquire, and agrees that it is the Purchased Assets shall not acquiring include, any right, title or interest inin the following assets, to or under any properties, rights and interests of the following assets Sellers (collectively, the “Excluded Assets”): (a) any cashall rights, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit causes of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims action and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or Excluded Liability, including any Retained such item to the extent arising under any guarantee, warranty, indemnity or similar right in favor of a Seller Entity in respect of an Excluded Asset or Excluded Liability; (lb) all Plans and all employees shares of Seller, capital stock or other equity interest of any Divesting Entity Seller or any securities convertible into, exchangeable or exercisable for shares of their Affiliates; (m) that certain ▇▇▇▇ capital stock or other equity interest of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and any Seller; (nc) any minute books, stock ledgers, corporate seals and stock certificates of the Sellers, and other similar books and records that certain Non-Exclusive License Agreement dated August 24the Sellers are required by Law to retain, 2012 by including Tax Returns and between Seller any supporting documentation related thereto, financial statements and ▇▇▇▇▇▇▇ Pharmaceuticalscorporate or other entity filings (the “Retained Records”); provided, Inchowever, that the Purchaser shall have access to, and the right to make copies of, any portions of such Retained Records, including any Tax Returns of the Sellers and any Tax Returns that relate to the Business or any of the Purchased Assets including, in each case, any schedules and attachments thereto; (od) all cash and cash equivalents of the Sellers as of the Effective Time; (e) all Excluded Contracts; (f) all accounts receivable related to the Business attributable to periods prior to the Effective Time; (g) all shares of capital stock or other equity interest of any third-party or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any third-party; (h) any other assets, properties Title Defect Property or rights of Seller or any of its Affiliates other than Environmental Defect Property that the Purchaser elects to exclude from the Purchased AssetsAssets pursuant to Sections 8.15 and 8.16, as applicable; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights any other assets or (ii) IP Rights licensed or granted under the License, including those claims properties of Sellers set forth on Section 2.02(p) 2.2 of the Seller Disclosure SchedulesSchedule.

Excluded Assets. Only the Acquired Assets and the Additional Assets shall be conveyed by Sellers and the Selling Affiliates and purchased by Purchaser acknowledges pursuant to this Agreement, and agrees that it is not acquiring any right, title or interest in, to or under any of the following assets assets, rights, and properties of Sellers (collectively, the “"Excluded Assets”): (a") any cashare not being sold, checksassigned, money orderstransferred, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products)conveyed, or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect delivered to Taxes; any claims, rights and interest in and Purchaser pursuant to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights;this Agreement: (i) subject Sellers' cash, cash equivalents, inter-company accounts receivable (including all accounts receivable from MPAN and MHG, except the Included Mariner Receivables (if any)), inter-company notes, securities (including securities representing stock in any of Sellers' subsidiaries) (except for the interests in the joint ventures identified in Section 2.1(a) above) or like assets of Sellers; (ii) Sellers' right, title, and interest in, and to, causes of action arising under Chapter 5 of the Bankruptcy Code; (iii) Sellers' bank or deposit accounts, insurance policies, and insurance proceeds or awards except as specifically provided in Section 10.4 hereof; (iv) Sellers' right, title, and interest in, and to, any loss recapture benefits to which Sellers may be eligible at any time under any agreement or applicable Law, including any Law pertaining to Taxes or any Law pertaining to Medicare, Medicaid, or any Governmental Authority having jurisdiction over Sellers and their business; (v) Sellers' rights and claims (other than those related to any Acquired Assets) against Medicare, Medicaid, CHAMPUS, the terms of Veteran's Affairs program, or any other written agreement between Purchaser governmental health care payor (each, a "Government Payment Program" and, collectively, the "Government Payment Programs"), or against any health insurer, any health maintenance organization, or any other non-governmental health care payor; (vi) Sellers' right, title, and Seller (interest in, and to, the following assets used exclusively for the provision of Medicare Part B Products and Services to Facilities owned, managed or operated by MPAN, MHG, or any of their respective Affiliates)Affiliates (collectively, any intellectual property or similar rights used the "Mariner Facilities") (which assets shall collectively be referred to manufacture herein as the API"Excluded Medicare Part B Business and Assets"): Inventory on consignment at Mariner Facilities, in each caseequipment at Mariner Facilities, other than the Transferred IP Rightsand books and records; (jvii) any real estate owned or leased by Seller or any of its Affiliatesthe assets, rights, and properties set forth in Schedule 2.1(b)(vii) hereto; (kviii) any rightsDesignated Contract (A)(1) set forth in Schedule 2.1(b)(viii) hereto which may not be assigned to Purchaser under applicable provisions of the Bankruptcy Code without the consent or approval of the other party thereto (such as, claims without limitation, contracts with Governmental Authorities, personal services contracts, and credits non-exclusive licenses), or (2) which based upon the objection of a party to a Designated Contract other than a Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity Sellers or any of their Affiliates, the Mariner Bankruptcy Courts have determined shall not be assigned to Purchaser under applicable provisions of the Bankruptcy Code without the consent or approval of the other party thereto (such as, without limitation, contracts with Governmental Authorities, personal services contracts, and non-exclusive licenses), and (B) with respect to which the written consent or approval to the assignment of such Designated Contract to Purchaser hereunder has not been provided by the other party thereto as of the Closing; (mix) Sellers' right, title and interest in, and to, Sellers' accounts receivable from Government Payment Programs (it being understood that certain ▇▇▇▇ of Sale dated November 29, 2019 by the Government Payment Program Proceeds are included in the Acquired Assets and between Patheon Pharmaceuticals Inc. and Sellerare not Excluded Assets); (nx) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Incintentionally omitted; (oxi) all Contracts other than Designated Contracts. The Parties expressly agree and understand that Sellers shall not sell, assign, transfer, convey, or deliver to Purchaser any other of the Excluded Assets. The Parties also expressly agree and understand that Purchaser is not hereunder acquiring any assets, properties rights, or rights properties, whether real, personal or mixed, tangible or intangible, of Seller MPAN or any of its Affiliates other than the Purchased Assets; and (p) all claimsMHG, counterclaimswhatsoever, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, except to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) they may be owners of the Disclosure SchedulesAdditional Assets.

Excluded Assets. Notwithstanding anything to the contrary contained herein, Purchaser acknowledges expressly understands and agrees that it is not acquiring any right, title or interest in, to or under any of the following assets assets, business lines, properties, rights and claims of Seller (collectively, the “Excluded Assets”):) shall be retained by Seller and shall be excluded from the Purchased Assets: (a) any cashthe sponsorship of, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds all rights in time and demand deposits or similar accountsconnection with, and any evidence of indebtedness issued and all assets associated with the Seller Benefit Plans, including trust agreements or guaranteed by any Governmental Authority; other funding and administrative Contracts related thereto; (b) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities (including and all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunderIntellectual Property Rights, other than the Transferred Contracts;Intellectual Property; (c) (i) any and all Technology other than Transferred Technology in the form transferred (it being understood that copies of Transferred Technology that is also Retained Technology shall be an Excluded Asset), and (ii) except to the extent expressly included in Section 2.4(d), any and all Information Technology; (d) any Governmental Authorizationsand all Contracts (or portions thereof), other than the Business Contracts and Transferred Governmental Authorizations;Owned Real Property Leases; (e) (ei) any deposits and all owned real property, leased real property or advance payments with respect to Taxesother interests in real property, other than Transferred Owned Real Property and Transferred Owned Real Property Leases, and (ii) except as expressly included in Section 2.4(c), any and all Tangible Personal Property; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books any and records of Seller and its Affiliates that are not Product Books and Recordsall refunds, (ii) all personnel recordscredits, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client overpayments or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller items or its Affiliates, and (v) recoveries of or against any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition Taxes of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates for any period, including in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights respect of any nature with respect thereto, including all insurance recoveries thereunder and rights Excluded Business Taxes or Taxes related to assert claims with respect to any such insurance recoveries; (h) any intellectual property assets or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, businesses other than the Transferred IP RightsBusiness, and any and all refunds, credits, overpayments or similar items or recoveries of or against any Taxes allocable to Seller pursuant to Section 6.4 (including refunds and credits that are for the account of Seller under Section 6.5); (i) subject Tax Returns and other books and records related to the terms of any other written agreement between Purchaser and Seller (Taxes paid or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased payable by Seller or any of its Affiliates, and (ii) any and all books and records other than the Business Books and Records; (j) any and all insurance policies and binders and interests in insurance pools and programs and self-insurance arrangements whether or not related to the Business, for all periods before, through and after the Closing, including any and all refunds and credits due or to become due thereunder and any prepaid premiums and any and all claims, rights to make claims and rights to proceeds thereunder, other than the Transferred Insurance Policies; (k) any rightsand all Permits, other than the Transferred Permits; (l) any and all claims, causes of action, defenses and rights of offset or counterclaims (in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) at any time to the extent arising out of or related to the other Excluded Assets or Retained Liabilities (including all rights and claims under any and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liabilityall warranties extended by suppliers, including any guaranteesvendors, warrantiescontractors, indemnities manufacturers, distributors, licensees and similar rights licensors in favor of Seller or any of its Affiliates to the extent relating in relation to any other Excluded Asset Assets or Retained Liabilities), and the right to retain all proceeds and monies therefrom (collectively, the “Retained Claims”); (m) (i) all attorney-client privilege and attorney-work-product protection of Seller or associated with the Business, the Purchased Assets or the Assumed Liabilities, including related to any Retained Liability; (l) all Plans Claims or as a result of legal counsel representing Seller or the Business in connection with the Transaction and all employees of Seller, any Divesting Entity the other transactions contemplated by this Agreement or any of their Affiliates; the Transaction Documents; (mii) that certain ▇▇▇▇ all documents or communications subject to the attorney- client privilege or work-product protection described in subclause (i) of Sale dated November 29, 2019 this paragraph; and (iii) all documents maintained by Seller in connection with the Transaction and between Patheon Pharmaceuticals Inc. and Seller; the other transactions contemplated by this Agreement or any of the Transaction Documents; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between any shares of capital stock or other equity interests of Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; or its Subsidiaries; (o) all division or corporate-level services of the type currently provided to the Business by Seller; (p) any other and all assets, properties or business lines, properties, rights and claims of Seller or any of and its Affiliates other than the that do not constitute Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedules.

Excluded Assets. Purchaser acknowledges The Acquired Assets shall not include any assets, properties, rights or interests of Sellers and agrees that it is their respective Affiliates other than those specifically listed or described in Section 2.1 (all such assets, properties, rights or interests not acquiring any rightso listed or described, title or interest in, to or under any of the following assets (collectively, the “Excluded Assets”):). For greater certainty, the Excluded Assets shall include: (a) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) any Accounts Receivable; (cb) any Contracts losses, loss carryforwards and rights to receive refunds, credits and loss carryforwards with respect to any and all Taxes of Seller or the Divesting Entities (including all Contracts Sellers and arrangements with third party suppliers for the supply any of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contractstheir respective Affiliates; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (ic) the corporate books and records of Seller Sellers and its their respective Affiliates to the extent not exclusively related to the Product or the Acquired Assets, including (i) those portions of the Tax Returns and other corporate books and records that are not exclusively related to the Product Books and Recordsor the Acquired Assets, (ii) all personnel records, and (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (gd) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (he) any intellectual property or similar rights of the Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (if) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guaranteesall guaranties, warranties, indemnities and similar rights that have been made by any predecessors in favor of Seller title, manufacturers or any of its Affiliates suppliers and other Third Parties relating to the extent relating to any Excluded Asset or any Retained LiabilityAssets; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (pg) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third partyThird Party, to the extent related relating to any Retained Excluded Liabilities or Excluded Assets, including rights to ▇▇▇ ; and (h) all real property and interests therein owned by Sellers or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation any of any IP Rights that are not their respective Affiliates; and (i) Transferred IP Rights the assets of all Seller Plans and other employee benefit plans maintained by Sellers or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) any of the Disclosure Schedulestheir respective Affiliates.

Excluded Assets. Purchaser acknowledges No assets, rights, Licenses, contracts or other property of Seller shall be sold, conveyed, assigned, transferred or delivered to Buyers, other than the Transferred Assets, and agrees that it is such Transferred Assets specifically shall not acquiring any right, title or interest in, to or under include any of the following assets assets, rights, Licenses, Contracts or other property of Seller (collectively, the “Excluded Assets”): (a) any cash, checks, money orders, marketable securities, short-term instruments personnel and other cash equivalents, funds in time and demand deposits employment records of or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authorityrelated to persons employed at Gila River Power Station; (b) rights of Seller and its Affiliates to (i) the name “Entegra” and any Accounts Receivableand all other trade names, trademarks, service marks, corporate names, domain names or logos, or any part, derivative or combination thereof used by Seller and/or its Affiliates and names similar thereto and (ii) the domain name ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, the web site and web pages located at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any subdomain of ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and, except for the Transferred Intellectual Property, all Intellectual Property contained therein or embodied thereby; (c) any Contracts cash, cash equivalent items, accounts receivable, deposits and pre-paid expenses (to the extent an adjustment to the Initial Purchase Price is not made in respect of such deposits and pre-paid expenses pursuant to Section 2.6), including checking accounts, bank accounts, certificates of deposit and securities or interests of Seller or the Divesting Entities and its Affiliates (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred ContractsGBOC Interest); (d) originals of any Governmental Authorizationsminute books, other than the Transferred Governmental Authorizationsrecords, or financial statements of Seller or its Affiliates; (e) any deposits or advance payments with respect to Taxes; any all claims, counterclaims, cross-claims, offsets or defenses, causes of action, choses in action, recoveries, judgments and similar rights and interest in and favor of or for the benefit of Seller solely to the extent relating to any refund or credit of Taxes (x) relating to the Purchased Excluded Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodExcluded Liabilities; (f) (i) the corporate books all intercompany receivables, payables, and records of loans between Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (kg) Intellectual Property owned, licensed or used by Seller other than the Transferred Intellectual Property; (h) any rightsand all of Seller’s rights arising under or with respect to: (i) the Gila River Power Station other than the Transferred Assets; (ii) employment Contracts, claims and credits if any; (iii) collective bargaining agreements, if any; (iv) any Contracts of Seller or any Affiliate of its Affiliates relating to Seller, other than Contracts included among the Transferred Assets; (v) any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor License of Seller or any Affiliate of its Affiliates to Seller, other than the extent relating to any Excluded Asset or any Retained LiabilityTransferred Licenses; (lvi) all Plans and all employees any refund of Seller, any Divesting Entity Taxes or any right thereto that were paid by or on behalf of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (nvii) any spare parts inventory and any asset, property, right, License or Contract that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Incis specifically identified in Schedule 2.2(h)(vii); (oviii) any amounts received by, or credited to, Seller pursuant to any pending lawsuits or other assets, properties proceedings involving Seller that do not involve the Transferred Assets or rights of are otherwise set forth in Schedule 2.2(h)(viii); (ix) any Major Maintenance Spare Parts; (x) any interest in real property owned by Seller or any of its Affiliates other than the Purchased AssetsPower Block 3 Site, the Common Property and the rights granted under the Amended and Restated Reciprocal Easement Agreement and the Pipeline Interest; and (pxi) all claimssubject to Section 6.4, counterclaims, defenses, causes any proceeds of action, rights under express business interruption or implied warranties, rights other insurance maintained by or on behalf of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure SchedulesSeller.

Excluded Assets. Purchaser acknowledges and agrees that it is not acquiring Notwithstanding anything in this Agreement or in any of the Transaction Documents to the contrary, Sellers shall retain their respective right, title and interest in and to, and Purchaser and the Designated Purchasers shall have no rights or Liabilities with respect to the right, title and interest inof Sellers in and to, to or under any of the following assets items, assets, interests and properties (collectively, the “Excluded Assets”): (a) except with respect to any cashTransferred Employee Plan, checksthe sponsorship of and all rights and assets under or maintained pursuant to or in connection with any Seller Employee Plan or any other benefit or compensation plan, money ordersprogram, marketable securitiespolicy, short-term instruments and other cash equivalentsContract, funds in time and demand deposits agreement or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authorityarrangement; (b) other than the Assigned Contracts, any Accounts Receivablerights of Sellers under any Contract (including, for the avoidance of doubt, the Excluded Seller Contracts and the Non-Assigned Contracts); (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred ContractsEquity Interests of the Acquired Entities and the Acquired Investments, all shares of capital stock or other equity interests of any Seller or any of their respective Subsidiaries or securities convertible into, exchangeable or exercisable for any such shares of capital stock or other equity interests; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizationsminute books and stock ledgers of Sellers; (ei) except for those Employee Records that are necessary to maintain and administer any deposits Transferred Employee Plan, the Employee Records for Employees or advance payments with respect to Taxes; any claimsformer employees who are not Transferred Employees, rights and interest in and to any refund or credit of Taxes (xii) relating to the Purchased Assets or operation such portion of the Business in each caseInformation to the extent that Sellers are required by Law, including Laws relating to taxable periods privacy, not to disclose (or portion thereof) ending on or prior provided, that copies of such information shall be provided to Purchaser to the Closing Date extent permitted by applicable Law) and (iii) all communications, information and documents involving this Agreement, any Transaction Document or (y) of Seller and the Divesting Entities for any periodtransactions contemplated hereby or thereby; (f) (i) all rights of Sellers under this Agreement and the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewithTransaction Documents; (g) any current (i) other than the Avoidance Actions, all Actions of Sellers available to such Sellers under the Bankruptcy Laws and (ii) other than those Actions listed on Schedule 2.3(a)(vi) of the Sellers Disclosure Letter, all Actions against Sellers arising out of events occurring prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveriesthe Closing; (h) any intellectual property or similar rights all records prepared in connection with the sale of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP RightsAcquired Assets to Purchaser and the Designated Purchasers; (i) subject to any assets set forth on Schedule 2.2(i) of the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP RightsSellers Disclosure Letter; (j) any real estate owned or leased by Seller or any deposits held in trust accounts to secure payment of its Affiliatesthe reasonable fees and disbursements of the professional advisors of the Canadian Debtors and U.S. Debtors and of the Monitor; (k) any rightsother than the Acquired Tax Assets, claims and all rights to Tax refunds, credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liabilitybenefits; (l) all Plans properties, rights, interests and all employees other assets of Seller, any Divesting Entity or any of their AffiliatesSellers to the extent exclusively used in the Inaria Sports Business; (m) that certain ▇▇▇▇ all Tax records other than the copies of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Sellersuch Tax records described in Section 2.1(b)(xi); (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between all rights of any Seller and ▇▇▇▇▇▇▇ Pharmaceuticalsthe directors and officers of any Seller under any director and officer insurance policies, Inc;including any proceeds received or receivable by such Persons thereunder; and (o) copies of any other assetsbook, properties record, literature, list and any other written or rights recorded information constituting Business Information (the original of Seller which has already been assigned or any of its Affiliates other than transferred to Purchaser or a Designated Purchaser) to which Sellers in good faith determine they are reasonably likely to need access for bona fide Tax or legal purposes following the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure SchedulesClosing.

Excluded Assets. Purchaser acknowledges and agrees that it is not acquiring any rightNotwithstanding anything contained herein to the contrary, title or interest in, to or under any of the following properties and assets (collectively, the “"Excluded Assets”):") shall be retained by Seller and shall not be sold, assigned or transferred to Buyer: (a) any cash, checks, money orders, marketable securities, short-term instruments and other all of Seller's cash equivalents, funds in time and demand deposits or similar its bank accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) except as specifically provided for herein, any Accounts ReceivableEmployee Plan (as defined below); (c) any Contracts all tangible personal property disposed of (not to exceed an amount equal to $10,000) or consumed in the ordinary course of the business of Seller or between the Divesting Entities (including all Contracts date of this Agreement and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred ContractsClosing Date; (d) all contracts of insurance and all insurance plans and the assets thereof and all bonds, letters of credit or similar items and any Governmental Authorizations, other than the Transferred Governmental Authorizationscash surrender value in regard thereto; (e) any deposits or advance payments Seller's minute books, stock ledgers and other books and records that pertain to internal matters of Seller and Seller's account books of original entry with respect to Taxes; any claimsNewspaper or any Assets, rights and interest in all original accounts, checks, payment records, tax records (including payroll, unemployment, real estate and to any refund or credit other tax records) and other similar books, records and information of Taxes (x) Seller relating to the Purchased Assets or Seller's operation of the Business in each casebusiness of any Newspaper or any Assets, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period;Closing; and (f) (i) any assets owned by Seller not constituting Assets, including without limitation, any assets not used directly and exclusively in the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition business of the Purchased Assets Newspapers consistent with past operations and any of Seller's federal or the Products or that were prepared by Seller state income taxes receivable (including deferred taxes) or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedules's intercompany receivables from affiliates.

Excluded Assets. Purchaser acknowledges Other than the Purchased Assets, Buyer expressly understands and agrees that it is not acquiring purchasing or acquiring, and Sellers or their Affiliates are not selling or assigning, any rightother assets (including any trademarks, title service marks, tradenames, service names, logos, product or interest inservice designations, to slogans, patents, copyrights, inventions, trade secrets, knowhow, proprietary design or under process, internet addresses or domain names) (including any registrations or applications for registration or renewal of any of the following foregoing) or properties of Sellers or their Affiliates, and all such other assets and properties (including any Excluded Records) shall be excluded from the Purchased Assets (collectively, the “Excluded Assets”): ). The Parties acknowledge the Excluded Assets include (a) any cashall cash and cash equivalents of Sellers or their Affiliates, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) any Accounts Receivable; (c) any Contracts all claims of Seller Sellers or the Divesting Entities (including all Contracts and arrangements their Affiliates for refunds of, credits attributable to, loss carryforwards with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products)respect to, or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) similar Tax assets relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) Income Taxes imposed by any attorney work product, attorney-client communications and other items protected by attorney-client applicable Laws on Sellers or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its their Affiliates, and (vii) any documents Taxes that are Seller Taxes, (other than any non-disclosure c) all accounts receivable of Sellers or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition Affiliates as of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; period prior to the Closing, (hd) any intellectual property all assets, rights, interests and properties of MGI Grain Incorporated, of every kind, nature, character and description (whether real, personal or similar rights of Seller mixed, whether tangible or its Affiliatesintangible and wherever situated), including Trademarksall goodwill related thereto, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (ie) subject to the terms of all insurance policies and any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits rights thereunder of Seller Sellers or any of its their Affiliates relating to any and (f) Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure SchedulesRecords.

Excluded Assets. Purchaser acknowledges The Purchased Assets to be transferred by Seller hereunder shall include only those described or referred to in Section 2. 01. Notwithstanding anything herein to the contrary, Seller shall not, and agrees that it is not acquiring hereby agreeing to sell, assign, convey, transfer, or deliver to Buyer any of Seller's right, title or and interest in, to or under any of the following assets (collectively, listed below ( the “"Excluded Assets”):"): --------------- (a) any cash, checks, money orders, marketable securities, short-term instruments and other cash or cash equivalents, funds whether on hand at the premises, in time banks or in transit between accounts of Seller and demand deposits whether or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authoritynot relating to the operation on the Assets; (b) any Accounts Receivablethe bank accounts, deposit accounts or similar accounts of Seller; (c) any Contracts and all policies of Seller insurance or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture surety bonds of the Products), or rights therein or thereunder, other than the Transferred ContractsSeller; (d) all accounts receivable of Seller (except any Governmental Authorizations, other than relating to reimbursement from operators under the Transferred Governmental AuthorizationsDrilling Contracts for loss or damage to any of the Purchased Assets which receivables shall be the property of Buyer); (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit all accruals as of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller for income taxes and the Divesting Entities for any perioddeferred income taxes; (f) (i) the corporate books and records any choses in action, claims, or causes of action or rights of Seller and its Affiliates that are not Product Books and Recordsto recover or offset of any kind or character arising prior to the Closing Date, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties except as such may arise in connection with their proposed acquisition of the Purchased Assets Drilling Contracts or the Products or that were prepared by Seller or any of its Affiliates in connection therewith;Other Contracts; and (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect theretoto payments, including all insurance recoveries thereunder prepayments, prepaid expenses, deposits and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates like to the extent relating the same arise under any Drilling Contracts or Other Contracts and are attributable to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 work performed by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, prior to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedules.Closing Date

Excluded Assets. Purchaser acknowledges and agrees that it is not acquiring any rightNotwithstanding anything to the contrary contained in Section 1.1 or elsewhere in this Agreement, title or interest in, to or under any of the following assets of the Seller are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of the Seller after the Closing (collectively, the “"Excluded Assets”"): (a) any cash, checks, money orders, marketable securities, short-term instruments all rights and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authorityauthorities relating to the Ethereum validator; (b) any Accounts Receivableall rights and authorities relating to the Gnosis validator; (c) any Contracts of Seller or all rights and authorities relating to the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred ContractsPicasso validator; (d) any Governmental Authorizations, other than all rights and authorities relating to the Transferred Governmental AuthorizationsEigenlayer operator; (e) credit agreements, bank agreements, promissory notes, guarantees, letters of credit, letters of guarantee, negotiable instruments, any deposits or advance payments lease of any property that would be required to be classified and accounted for as a capital lease in accordance with respect to Taxes; generally accepted accounting principles and any claims, rights mortgages and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodother security agreements that create an Encumbrance; (f) (i) the corporate books all claims for and records rights to receive refund of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications taxes and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related governmental charges relating to Seller or its Affiliates, and (v) the Business for any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of periods arising prior to the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewithClosing Date; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaimsactions, defensesdeposits, prepayments, refunds, causes of action, rights under express or implied warranties, rights of recovery, rights of set-set off, and rights of subrogation recoupment of any kind or nature (including any such item relating to taxes) relating to the Purchased Assets arising prior to the Closing Date or relating to the Excluded Assets; (h) the Purchase Price and all other rights of the Seller under this Agreement, any kind against any third Transfer Document to which Seller is a party, and any other agreements entered into by the Seller pursuant to this Agreement; (i) all contracts with any independent contractors or employees of the Seller prior to the extent related Closing Date; (j) all cash and digital assets and/or tokens owned or held by the Seller, other than the ones held in the identity account located in the Public Key described in Section 1.1(a)(i)(A); (k) all bank accounts or similar accounts of the Seller; (l) all contracts that are not Assumed Contracts; (m) all books and records of the Seller, including, without limitation, tax returns relating to any Retained Liabilities the Excluded Assets or Excluded Liabilities, the Seller's governing documents, minute books and company seals of the Seller, and any documentation contained within the Seller's systems that are not used solely in connection with the Business, other than the Business Records; (n) any of the Seller's employee and personnel records, files, papers, data and related information, including any correspondence related thereto, in whatever form; (o) any equity interests of the Seller; (p) all certificates for insurance, binders for insurance policies and insurance, and claims and rights thereunder and proceeds thereof; (q) all rights to receive mail, email and other communications relating to the Excluded Assets; (r) any attorney-client privilege and any documents or other information covered by attorney-client privilege, the attorney work product doctrine or other similar protection with respect to this Agreement, any Transfer Document, any other agreement entered into or delivered in connection with this Agreement, and the transactions and matters contemplated hereby and thereby; (s) all claims of the Seller against third parties relating to the Business or the Purchased Assets, including rights to whether ▇▇▇▇▇▇ or recover inchoate, known or unknown, contingent or non- contingent for any period prior to the Closing Date; (t) any right to, claim to, or interest in any and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation all airdrops relating to the Business of any IP Rights that are not and all digital assets distributed or claimable prior to the Closing Date; (iu) Transferred IP Rights any right to, claim to, or interest in the Paladin tokens and any and all airdrops relating thereto; (iiv) IP Rights licensed all hardware owned by the Seller other than the Purchased Hardware; and (w) any other right, property or granted under the License, including those claims set forth on Section 2.02(p) asset of the Disclosure SchedulesSeller that is not a Purchased Asset.

Excluded Assets. Purchaser acknowledges Notwithstanding anything to the contrary in this Agreement, in no event shall Seller be deemed to sell, transfer, assign, or convey, and agrees that it is not acquiring any Seller (or its applicable Affiliates) shall retain all right, title and interest to, in and under, any assets of Seller (or interest inits applicable Affiliates) that are not Acquired Assets, to or under any of which assets shall expressly include the following assets assets, properties, interests and rights of Seller (collectively, the “Excluded Assets”): (a) any cash): all assets expressly excluded from the definition of Acquired Assets pursuant to Section 1.1; all Cash and Cash Equivalents, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar all bank accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities all deposits (including maintenance deposits, customer deposits, and security deposits for rent, electricity, telephone or otherwise) or prepaid or deferred charges and expenses, including all lease and rental payments, that have been prepaid by Seller, and any retainers or similar amounts paid to Advisors or other professional service providers; all Mixed-Use Contracts and arrangements with third party suppliers for all other Contracts that are not Assigned Contracts, including the supply of materialsContracts listed on Schedule 1.2(c) (the “Excluded Contracts”); all accounts receivable, componentsnegotiable instruments and chattel paper owing from Persons that are not Seller and that are attributable to periods prior to the Closing; all rights, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights title and interest in and to any refund or credit of Taxes (x) relating information technology systems and Software used in connection with the Business to the Purchased Assets extent not constituting Software listed on Schedule 1.1(i); all Intellectual Property registered, issued, applied for, or operation subsisting in countries outside of the Business United States of America; rights in each casethird party licenses of Software that may be required for the operation or maintenance of the Software referenced on Schedule 1.1(i), relating to taxable periods (or portion thereof) ending other than such licenses that are set forth on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) Schedule 1.1(a); all Documents (i) to the corporate extent they relate to any of the Excluded Assets or Excluded Liabilities (including information stored on the computer systems, data networks or servers of Seller); (ii) that are Seller’s financial accounting Documents, all minute books, organizational documents, stock registers and such other books and records of Seller as pertaining to ownership, organization or existence of Seller, Tax Returns (and its Affiliates that are not Product Books any related work papers) and Records, (ii) all personnel any other Tax information or records, corporate seal, checkbooks, and canceled checks; or (iii) that Seller is required by Law to retain or prohibited by Law from selling, transferring, assigning, conveying or delivering to Purchaser; provided that, to the extent not prohibited by applicable Law, Purchaser shall have the right to make copies of any attorney work productportions of such Documents referenced in clauses (i) and (iii) that, attorneybut for such clauses (i) or (iii), respectively, would be Acquired Assets (including, for the avoidance of doubt, any Tax information or records that relate to the Business or the Acquired Assets to the extent such information would be relevant to Purchaser post-client communications and other items protected by attorney-client Closing, but excluding any income, franchise or similar privilege, (iv) Tax Returns, Tax information, and Tax Returns or information or records of Seller related to Seller thereto); all Documents prepared or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; with the sale of the Acquired Assets, this Agreement, or the transactions contemplated hereby, including (gi) all records and reports prepared or received by Seller, any of its Affiliates or Advisors in connection with the sale of the Acquired Assets and the transactions contemplated hereby, including all analyses relating to the business of Purchaser or its Affiliates so prepared or received, (ii) all bids and expressions of interest received from third parties with respect to the acquisition of any of Seller’s businesses or assets, (iii) all privileged materials, documents and records of Seller or any of its Affiliates and (iv) copies of the documents, materials and data to the extent related to the Acquired Assets prior to the Closing Date; all current and prior insurance policies of Seller or any of its Affiliates, including for the avoidance of doubt all director and officer insurance policies, and all rights and benefits of any nature of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property ; all membership interests or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits equity interests of Seller or any of its Affiliates relating to Subsidiaries or securities convertible into, exchangeable, or exercisable for any Excluded Asset such membership interests or other equity interests; the sponsorship of all Seller Plans and any Retained Liabilityright, including any guarantees, warranties, indemnities and similar rights title or interest in favor of Seller or any of its Affiliates to the extent assets thereof or relating to any Excluded Asset or any Retained Liabilitythereto; (li) all Plans and all employees of Sellerpreference or avoidance claims or actions arising under the Bankruptcy Code or applicable Law, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (pii) all other rights, claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, and rights of subrogation recoupment as of the Closing of Seller, in each case, arising out of or relating to events occurring on or prior to the Closing Date, and (iii) all claims that Seller may have against any Person with respect to any other Excluded Assets or any Excluded Liabilities; Seller’s claims or other rights under this Agreement, including the Purchase Price hereunder, or any agreement, certificate, instrument, or other document executed and delivered between Seller and Purchaser in connection with the transactions contemplated hereby, or any other agreement between Seller and Purchaser entered into on or after the date hereof; all claims of Seller or any of its Affiliates for refunds of, or loss carry forwards with respect to, (i) Taxes attributable to the Acquired Assets for any Pre-Closing Tax Period or the pre-Closing portion of any Straddle Period, (ii) income or franchise Taxes of Seller or any of its Affiliates, or (iii) Taxes attributable to the Excluded Assets; all real estate and all interests in real estate other than the Acquired Leased Real Property and the Acquired Owned Real Property, including any Leasehold Improvements thereon; all demands, allowances, refunds, rebates (including any vendor or supplier rebates), rights (including under or with respect to express or implied guarantees, warranties, representations, covenants and indemnities), claims, counterclaims, defenses, credits, causes of action, rights of set off, rights of recovery or rights of recoupment relating to or arising against suppliers, vendors, merchants, manufacturers and counterparties to leases, licenses or any kind against any third partyContract, arising out of or relating to events occurring on or prior to the extent related to any Closing Date; all Retained Liabilities or Excluded AssetsNames and Marks, including and goodwill and rights to ▇▇▇ or recover associated with such Retained Names and retain damages, costs Marks; and attorneys’ fees for past, present the properties and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims assets set forth on Section 2.02(p) of the Disclosure SchedulesSchedule 1.2(s).

Excluded Assets. Purchaser acknowledges and agrees that it is Notwithstanding anything to the contrary contained herein, the Station Assets shall not acquiring any right, title or interest in, to or under any of include the following assets or any rights, title and interest therein (collectively, the “Excluded Assets”): (a) any cashall cash and cash equivalents of Seller, checksincluding without limitation certificates of deposit, money orderscommercial paper, treasury bills, marketable securities, short-term instruments money market accounts and other cash equivalents, funds in time and demand deposits all such similar accounts or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authorityinvestments; (b) any Accounts Receivableall tangible and intangible personal property of Seller retired or disposed of between the date of this Agreement and Closing in accordance with Article 4; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers agreements for the supply sale of materialsadvertising time on the Stations and all other contracts, components, processing supplies agreements and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, leases other than the Transferred ContractsReal Property Leases; (d) Seller’s corporate names, any Governmental Authorizationstrade names not exclusive to the operation of the Stations, other than charter documents, business records, and books and records relating to the Transferred Governmental Authorizationsorganization, existence or ownership of Seller, duplicate copies of the records of the Stations, and all records not relating to the operation of the Stations; (e) all contracts of insurance, all coverages and proceeds thereunder and all rights in connection therewith, including without limitation rights arising from any deposits or advance payments refunds due with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating insurance premium payments to the Purchased Assets or operation of the Business in each case, relating extent related to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodsuch insurance policies; (f) (i) all pension, profit sharing plans and trusts and the corporate books assets thereof and records of Seller any other employee benefit plan or arrangement and its Affiliates that are not Product Books and Recordsthe assets thereof, (ii) all personnel recordsif any, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared maintained by Seller or any of its Affiliates in connection therewithother asset or liability associated with Seller’s employees; (g) the Stations’ accounts receivable and any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and other rights to assert claims with respect payment of cash consideration for goods or services sold or provided prior to the Closing or otherwise arising during or attributable to any such insurance recoveriesperiod prior to Closing (the “A/R”); (h) any intellectual property or similar rights non-transferable shrinkwrapped computer software and any other non-transferable computer licenses that are not material to the operation of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP RightsStations; (i) subject all deposits and prepaid expenses (and rights arising therefrom or related thereto), except to the terms of any other written agreement between Purchaser and extent Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rightsreceives a credit therefor under Section 1.6; (j) computers and other similar assets and any real estate owned or leased by Seller or other operating systems and related assets that are used in the operation of multiple stations, except for any of its Affiliatessuch items that are specifically set forth as included in the Station Assets on the Schedules hereto; (k) any rightsall trademarks, claims trade names, service marks, internet domain names, copyrights, programs and credits programming material, jingles, slogans, logos and other intangible property, programming information and studies, marketing and demographic data, advertising studies, sales correspondence, lists of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities advertisers and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability;credit and sales reports; and (l) all Plans the Stations’ studio site and all employees equipment located therein, together with all other assets used or held for use in the operation of any other station owned or operated by Seller or an affiliate of Seller, except for any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights such items that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims specifically set forth as included in the Station Assets on Section 2.02(p) of the Disclosure Schedulesschedules hereto.

Excluded Assets. Purchaser acknowledges and agrees that it is not acquiring any right, title or interest in, to or under any of the following assets (collectively, the The “Excluded Assets”): ” shall include: (a) any cashall furniture, checksfixtures and equipment not located at the Facility as of the Closing, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits whether or similar accounts, and any evidence of indebtedness issued not previously used at or guaranteed by any Governmental Authority; otherwise related to the Facility; (b) any Accounts Receivable; all Contracts of Seller and its Affiliates other than those included in the Other Facility Assets; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; Retained Utility Payment; (d) all proprietary manufacturing process management systems owned or licensed by Seller or any Governmental Authorizations, other than the Transferred Governmental Authorizations; of its Affiliates; (e) all Intellectual Property or other intangible property owned or licensed by Seller or any deposits of its Affiliates; (f) all claims for and rights to receive refunds, rebates or advance similar payments with respect to Taxes; any claims, rights and interest in and of Taxes relating to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (period or portion thereof) thereof ending on or prior to the Closing Date date of this Agreement, any Tax incentive arrangements with an applicable Governmental Authority related to any of the Transferred Assets, and all Tax Returns and all notes, worksheets, files or documents relating thereto; (yg) of Seller all minute books, stock ledgers and the Divesting Entities for any period; (f) (i) the similar corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates Affiliates; (h) all personnel, discipline, performance, employee compensation, medical and benefits and labor relations records relating to employees or past employees of Seller or any of its Affiliates; provided, however, that Seller shall make available to Purchaser copies of such records that are required by Law to be made available to Purchaser or are required for Purchaser to perform its obligations set forth in connection therewith; Article VI; (gi) any current and prior insurance policies of Seller and its Affiliates or insurance coverage and all rights of any nature with respect thereto, thereto (including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliatesthereto), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; ; (j) any real estate owned or leased by Seller or any of its Affiliates; all permitting offsets, allocations and favorable permitting credits resulting from reductions in emissions from plant operations, closings and reductions associated with Environmental Permits; (k) any rightsall heritage materials and memorabilia relating to Seller, claims its Affiliates or the Facility; and credits (l) the Excluded Facility Assets. For the avoidance of doubt, none of Seller or any of its Affiliates relating shall sell, assign, convey, transfer or deliver to any Excluded Asset Purchaser or any Retained LiabilityAffiliate of Purchaser, including any guarantees, warranties, indemnities and similar rights in favor of Seller or neither Purchaser nor any of its Affiliates to the extent relating to any Excluded Asset shall purchase, acquire or any Retained Liability; (l) all Plans and all employees of Sellertake assignment or delivery of, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedules.

Excluded Assets. Notwithstanding anything to the contrary set forth in Section 2.1, Seller shall retain and not sell, transfer, convey, assign and deliver to Purchaser, and Purchaser acknowledges and agrees that it is shall not acquiring any rightpurchase from Seller, title or interest in, to or under any all assets of the following assets Seller not constituting Transferred Assets (collectively, the “"Excluded Assets”):"), including, without limitation, the following: (a) any cash, checks, money orders, marketable securities, shortSeller's rights under this Agreement and all cash and non-term instruments cash consideration payable or deliverable to Seller pursuant to the terms and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authorityprovisions hereof; (b) any Accounts Receivablethe Excluded Contracts; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use other than as set forth in the manufacture of the ProductsSection 2.1(n), all accounts, notes, accounts receivable, contract rights, drafts and other forms of claims, demands, employee advances, instruments, receivables, trade accounts receivable and rights to the payment of money or rights therein or thereunder, other than the Transferred Contractsforms of consideration; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizationsas set forth in Section 2.1(l), all Inventory; (e) any deposits or advance payments with respect to Taxes; any claimstax records, rights corporate minute books, stock transfer books and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) corporate seals of Seller and any other books and records relating solely to the Divesting Entities for any periodExcluded Assets; (f) other than as set forth in Section 2.1(n), all cash, cash equivalents and marketable securities and professional retainers paid by Seller; (g) all Contracts with any Affiliate of Seller (other than those which constitute Assumed Contracts); (h) all rights and claims in or to any refunds or credits of or with respect to any Taxes, assessments or similar charges paid by or on behalf of Seller, in each case to the extent applicable to any period prior to the Closing (but not any of the foregoing paid by any entity comprising Purchaser); (i) the corporate books all securities (whether capital stock or debt) of any Person (including any Subsidiary of Seller); (j) any employee benefit plans and records programs providing benefits to any employee or former employee of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client sponsored or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared maintained by Seller or any of its Affiliates in connection therewith; or to which Seller contributes or is obligated to contribute (gand the assets therein) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliateswhich is not specifically identified as an Assumed Contract; (k) all claims, rights and causes of action of Seller arising under or relating to Chapter 5 of the Bankruptcy Code (whether or not asserted as of the Closing Date), including, without limitation, any rights, such claims and credits actions arising under sections 544, 545, 547, 548, 549, 551 or 553 of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained LiabilityBankruptcy Code; (l) all Plans and all employees of Seller, any Divesting Entity insurance policies or any of their Affiliates;contracts; and (m) that certain ▇▇▇▇ of Sale dated November 29the assets described on Schedule 2.2, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights including all trade names of Seller not specifically of or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedulespharmaceutical products manufactured and/or sold by Seller.

Excluded Assets. Purchaser acknowledges and agrees that it is Notwithstanding the foregoing, the Purchased Assets shall not acquiring any right, title or interest in, to or under any of include the following assets (collectively, the “Excluded Assets”): (a) any cashContracts, checksincluding Intellectual Property Agreements, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authoritythat are not Assigned Contracts (the “Excluded Contracts”); (b) any Accounts Receivablethe corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Seller; (c) any Contracts of Seller or the Divesting Entities (including all Contracts Benefit Plans and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contractsassets attributable thereto; (d) any Governmental Authorizationsthe assets, other than properties and rights specifically set forth on Section 2.02(d) of the Transferred Governmental AuthorizationsDisclosure Schedules; (e) any deposits or advance payments with respect and all Tax assets, including but not limited to Taxes; any claimsbenefits, rights duty and interest in Tax refunds, prepayments, claims and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodrelated rights; (f) (i) the corporate books all cash and records of Seller and its Affiliates that are not Product Books and Recordscash equivalents, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents bank accounts (other than any non-disclosure or confidentiality agreements that constitute Transferred ContractsPayments Account(s)) that were received from third parties in connection with their proposed acquisition and securities of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewithSeller; (g) any current and prior all insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder to applicable claims and rights to assert claims with respect to any such insurance recoveriesproceeds thereunder; (h) any intellectual property the rights which accrue or similar rights of will accrue to Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than and Owners under this Agreement and the Transferred IP Rights;Ancillary Documents; and (i) subject the personnel records and other records that Seller is required by Law to the terms retain in its possession, and Seller’s entity records, minutes and records of any other written agreement between Purchaser members’, partners’, shareholders’, and Seller (or any of their respective Affiliates)directors’ meetings, any intellectual property internal appraisals or economic evaluations of the Business prepared by or for the benefit of Seller, Seller’s accounting and income tax records and correspondence with legal counsel or legal work product or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits proprietary work product of Seller or Seller’s shareholders, unless any of its Affiliates relating the foregoing relates to any Excluded Assumed Liability or any Purchased Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller by administration or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) agreements of the Disclosure SchedulesBusiness (including without limitation any Material Contract).

Excluded Assets. Purchaser acknowledges and agrees that it is shall not acquiring acquire any right, title or interest in, to or under any of the following assets (collectively, the “Excluded Assets”): (a) [***]; (b) any component of working capital; (c) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (bd) any Accounts Receivable; (ce) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products)Entities, or rights therein or thereunder, other than thereunder except for the Transferred ContractsContracts set forth on Schedule 2.01(g); (df) any Governmental Authorizationslicenses, permits, registrations, certificates or other authorizations, consents, clearances or approvals of Seller and its Affiliates, other than the Transferred Governmental AuthorizationsAuthorizations set forth on Schedule 2.01(b); (eg) any losses, loss carryforwards, credits, credit carryforwards and other Tax attributes of Seller and its Affiliates, all deposits or advance payments with respect to Taxes; , and any claims, rights rights, and interest of Seller or its Affiliates in and to any refund refund, credit or credit reduction of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodTaxes; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Business Books and Records, (ii) all personnel records, (iii) any attorney attorney-client work product, attorney-attorney client communications and other items protected by attorney-attorney client or similar privilegeprivilege to the extent directly relating to or in connection with this Agreement or any of the Transactions, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (viv) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (gi) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (hj) any intellectual property or similar rights Intellectual Property of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (jk) any real estate owned or leased by Seller or any of its Affiliates; (kl) any rights, claims and credits of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (lm) [***]; (n) all Plans and purchase orders for Products that are outstanding as of the Closing; (o) all employees of Seller, any Divesting Entity or any of their Affiliates; (mp) any rights that certain ▇▇▇▇ could be construed to interfere with, hinder or compromise Seller’s ability to institute or maintain any claim, action, suit or proceeding against a third party for infringement of Sale dated November 29patents owned or licensed by Seller or its Affiliates, 2019 including patents being licensed or sub-licensed to Purchaser by and between Patheon Pharmaceuticals Inc. and Seller;; and (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (oq) any other assets, properties or rights (including Intellectual Property) of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedules.

Excluded Assets. Purchaser acknowledges and agrees that it is The Assets shall not acquiring any right, title or interest in, to or under any of include the following assets specifically enumerated assets, rights and interests (collectively, the “Excluded Assets”): (a) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority;2.2.1 [Intentionally Omitted] (b) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use 2.2.2 Except as included in the manufacture of the Products)Assets pursuant to Section 2.1.18 or Section 2.1.19, or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defensesdemands, causes of action, rights under express or implied warrantieschoses in action, rights of recovery, rights of set-off, rights to refunds and similar rights in favor of subrogation and all other rights the Seller or any Affiliate of the Seller of any kind against any third party, to the extent (a) relating to the Excluded Assets or the Excluded Liabilities, or (b) except to the extent relating to Assumed Liabilities, relating to the ownership of the Assets, or operation of the Business, prior to the Closing Date, or (c) against the Seller or any Affiliate of the Seller (but specifically excluding any claims, causes of action or similar rights by the Buyer against the Seller under this Agreement). 2.2.3 Subject to the Trademark License and Trademark Assignments, and other than those Assets described in Section 2.1.12, (a) all privileged or proprietary materials, documents, information, and media owned by or licensed to the Seller or its Affiliates and any and all rights to use same to the extent such materials, documents, information, and media are not used exclusively in connection with the ownership of the Assets or the operation of the Facilities or the Business and (b) all registered or unregistered trademarks and service marks, trade names referring to an entity, registered or unregistered copyrights, licenses, processes, formulae, inventions, packaging designs or trade dresses, and any derivatives or combinations thereof, and similar intangibles including any right to use or interest in the name of Seller, or any other subsidiary, Affiliate or division of Seller, or any similar name or intangible registered or licensed to any of the foregoing. Further, the trade dress the Seller has adopted and used related to the products bearing the Trademarks set forth in the Trademark Assignments and Trademark License shall constitute Excluded Assets and, accordingly, may not be used by the Buyer. 2.2.4 All computer and data processing hardware or firmware, and all rights relating thereto, not located at the Facilities, other than those used by the Seller exclusively in the operation of the Business or the Facilities as currently conducted by the Seller. 2.2.5 Subject to the provisions of Sections 6.5.8, 6.5.10 and 6.5.12, any and all employment and medical records of Retained Employees and any and all medical records of Current Employees (other than those employee medical and exposure records maintained for purposes of complying with OSHA standards for which the applicable employee has executed a release in form and substance satisfactory to the Seller), whether or not maintained at the Facilities; provided however, if any medical records of Continuing Employees are needed in order to respond to any post-Closing inquiries from governmental agencies relating to employment or workplace safety issues, Seller agrees to reasonably, and to the extent permitted by Laws, cooperate with Buyer to make such records available to the Buyer or to the agency for purposes of the investigation. 2.2.6 All cash on hand and cash equivalents, including bank accounts, money market funds and temporary cash investments. 2.2.7 All of the Seller’s and any of its Affiliates’ right, title and interest in and to all (a) accounts receivable and all notes and other evidences of indebtedness of and rights to receive payments arising out of sales, services, rentals and other activities of the Business occurring in connection with and attributable to the ownership or operation of the Assets or the Business prior to the Closing and the security arrangements, if any, related thereto, (b) all bonds, letters of credit or other security arrangements posted or otherwise issued by the Seller in favor of any other Person, other than any Prepayments (the “Seller Security Arrangements”), and (c) in each case including any rights with respect to any Third Party collection procedures or any other actions or proceedings in connection with the foregoing. 2.2.8 All of the Seller’s rights arising under any outstanding receivable or payable, which arose prior to Closing, between the Seller, on the one hand, and any Affiliate of the Seller, on the other hand. 2.2.9 All Contracts of the Seller or any Affiliate of the Seller that do not relate exclusively to the Assets or the operation of the Business as currently conducted by the Seller and any Contract listed on Schedule 2.2.9 (together, the “Excluded Contracts”) and all Licenses and Permits of the Seller or any Affiliate of the Seller that do not relate exclusively to the Assets or the operation of the Business as currently conducted by the Seller. 2.2.10 Any and all accounting and Tax files, books or records relating to Tax returns and Tax work papers related to the Assets exclusive of property tax files. 2.2.11 All assets related to any Retained Liabilities pension, profit sharing, stock bonus, stock option, thrift or Excluded Assetsother retirement plan, including rights medical, hospitalization, dental, life, disability, vacation or other insurance or benefit plan, employee stock ownership plan, deferred compensation, stock ownership, stock purchase, bonus, benefit or other incentive plan, severance plan or other similar plan relating to ▇▇▇ the Seller, its Affiliates or recover their respective employees. 2.2.12 All rights, titles, claims and retain damages, costs and attorneys’ fees for past, present and future infringement interests of the Seller or misappropriation any Affiliate of any IP Rights that are not the Seller (i) Transferred IP Rights except as otherwise specifically provided by this Agreement, under any policy or agreement of insurance, or (ii) IP Rights licensed except as may be otherwise specifically provided by this Agreement, to any insurance proceeds relating to events which occurred prior to the date of this Agreement, with respect to the Assets or granted under the LicenseBusiness or relating to assets not included in the Assets. 2.2.13 All rights or claims by the Seller or any Affiliate of the Seller to any Tax refund relating to the period prior to the Closing Date. 2.2.14 Any equity interest held by the Seller (or Affiliate thereof) in any Person. 2.2.15 Any planes, vehicles or communication, computer, clerical or accounting Equipment presently located outside of the boundaries of the Facilities, the Owned Real Property or Leased Real Property that have historically been located outside of the boundaries of such Assets (or hereafter acquired and located outside of the boundaries of such Assets, except for Equipment acquired in replacement of the Equipment presently located within the boundaries of such Assets) and which is not used exclusively in connection with the ownership of the Assets or the operation of the Business as it is currently conducted by the Seller. 2.2.16 Any products produced at the Facilities that are in transit as of and for which the Seller has issued an invoice prior to the Hydrocarbon Inventory Transfer Time. 2.2.17 [Intentionally Omitted] 2.2.18 All forecasts, financial information or financial statements and proprietary manuals (except rights to use manuals specific to and necessary for the operation of the Business as it is currently operated by the Seller) prepared or used by the Seller to the extent not relating exclusively to the Business and all copies of and subscriptions to Third Party reports. 2.2.19 All books, documents, records and files prepared in connection with or relating in any way to the transactions contemplated by this Agreement, including those claims set forth on Section 2.02(p) bids received from other parties and analyses relating in any way to the Assets, the Assumed Liabilities and the Facilities. 2.2.20 All rights of the Disclosure SchedulesSeller under or pursuant to this Agreement and the other agreements and transactions contemplated hereby. 2.2.21 Miscellaneous assets, if any, identified by category on Schedule 2.2.21.

Excluded Assets. Purchaser acknowledges Anything in the foregoing to the contrary --------------- notwithstanding, there shall be excluded from the Purchased Assets (i) copies of tax returns and agrees that it other documents relating to the System which Seller is required by law to keep in its possession, copies of which will be promptly furnished by Seller to and at the reasonable request of the Buyer for a period of three years after the Closing Date; (ii) all books or records of Seller which pertain to the accounting and tax aspects of the Seller prior to the Closing Date, and which do not acquiring any right, title or interest in, relate to or under the operation of the System; (iii) Seller's cash on hand as of the Closing Date and all other cash in any of Seller's bank deposits as well as certificates of deposit with various banking institutions; (iv) all documents relating to the following assets legal existence and internal corporate matters of Seller; (collectively, the “Excluded Assets”): (av) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, agreements other than the Transferred Assumed Contracts; ; (dvi) all assets, properties and rights of Seller not related solely to the operation of the System; (vii) any Governmental Authorizationsand all insurance policies, construction and performance bonds, intercompany receivables with respect to any Affiliated Company, letters of credit or other similar items and any cash surrender value in regard thereto; (viii) all programming agreements except programming agreements that relate solely to the System, all of which are set forth on Schedule 5.7 hereto; any retransmission consent agreements relating to the broadcast signals carried by the System (the "Broadcast Contracts") to the extent such Broadcast Contracts also relate to broadcast signals that are carried by cable television systems other than the Transferred Governmental Authorizations; System; (eix) any deposits or advance payments with respect to Taxes; any claims, rights and interest interests in and to any refund refunds of federal, state or credit of Taxes (x) local franchise, income, property or other taxes or fees and all other claims relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or Date, except to the extent such claims relate to the Assumed Liabilities; (y) of Seller and the Divesting Entities for any period; (f) (ix) the corporate books trademarks, trade names, service marks and records of Seller all other information and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related intangible assets relating to Seller or its Affiliatesthe System, except that Seller shall grant to Buyer a royalty free license to use such names and marks for a period of ninety (90) days following the Closing; and (vxi) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims assets and credits of Seller or properties described on Schedule 2.2, if any of its Affiliates relating to any Excluded Asset or any Retained Liability(collectively, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or "Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedules").

Excluded Assets. Purchaser acknowledges Notwithstanding anything to the contrary in this Agreement, in no event shall Seller be deemed to sell, transfer, assign, or convey any assets of Seller which are not expressly listed or otherwise described in Section 2.1, and agrees that it is not acquiring any rightSeller shall retain all of its rights, title and interests to, in and under, all assets, properties, interests, and rights not so described or interest in, to or under any of the following assets listed (collectively, the “Excluded Assets”):). For avoidance of doubt, the Excluded Assets shall include, without limitation, the following: (a) any cashAll Documents that (i) relate to the formation, checksorganization, money ordersqualifications to conduct business as a foreign corporation or other legal entity, marketable securitiesarrangements with registered agents relating to foreign qualifications, short-term instruments taxpayer and other cash equivalentsidentification numbers, funds in time tax returns, seals, minute books, stock transfer books, stock ledgers, stock certificates, bylaws and demand deposits other documents relating to the organization and existence of Seller or similar accountsany Affiliate of Seller as a corporation or other legal entity, as applicable, together with analogous documentation; (ii) relate primarily to any of the Excluded Assets; (iii) Seller is required by Law to retain and any evidence is prohibited by Law from providing to Purchaser; (iv) relate to the Contemplated Transactions, including bids received from third Persons; and (v) are attorney generated work product and attorney communications of indebtedness issued or guaranteed by any Governmental AuthoritySeller to/from Seller; (b) All shares of capital stock or other equity interests of Seller or any Accounts ReceivableAffiliate of Seller or securities convertible into, exchangeable or exercisable for any such shares of capital stock or other equity interests; (c) Any of Seller’s, or any Contracts Affiliate’s of Seller or the Divesting Entities Seller, director and officer insurance policies, fiduciary policies and employment practices policies and any excess coverage policies applicable thereto (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture each case of the Products)foregoing, including any tail policies or coverage thereon) and any of Seller’s, or any Affiliate’s of Seller, rights, claims, demands, proceedings, credits, causes of action or rights therein or of set off thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than Any preference or avoidance claims or causes of action under the Transferred Governmental AuthorizationsBankruptcy Code or applicable state Law; (e) Any commercial tort claim or interests therein of the Seller but specifically not including any deposits or advance payments with respect to Taxes; claims of Seller against any claims, rights and interest in and to any refund or credit of Taxes (x) Person relating to the Purchased Assets IP Assets, whether past, present or operation future, known or unknown, contingent or noncontingent, and claims for infringement or theft of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodtrade secrets; (f) (i) the corporate books and records of All claims that Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) may have against any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related Person solely with respect to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewithExcluded Assets; (g) To the extent any current and prior insurance policies tangible assets of Seller and or its Affiliates (i) include software (either incorporated within or separate from the tangible asset) necessary or integral to the general use or operation of such tangible asset for purposes other than manufacturing the Products or (ii) have Technical Information (including service and all rights repair manuals) incorporated within or necessary to the general use or operation of any nature with respect theretosuch tangible asset for purposes other than manufacturing the Products, including all insurance recoveries thereunder such software and rights to assert claims with respect to any such insurance recoveriesother Technical Information shall be excluded from the Purchased Assets; (h) All correspondence between Seller and any intellectual property or similar rights of Seller or its Affiliateslegal counsel, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than except as specifically included in the Transferred IP Rights;defined term Documents and not otherwise an Excluded Asset; and (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any Seller’s rights, claims interests, and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights benefits under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedulesthis Agreement.

Excluded Assets. Purchaser acknowledges Notwithstanding anything to the contrary contained herein, Buyer expressly understands and agrees that it is not acquiring any right, title or interest in, to or under any of the following assets and properties of Seller (collectively, the “Excluded Assets”):) shall be retained by Seller and its Affiliates (other than the Purchased Company and its Subsidiaries), and shall be excluded from the Purchased Assets, notwithstanding any other provision of this Agreement: (a) Any and all loans and advances, if any, by Seller to any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits of their Affiliates or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authorityotherwise to the Business; (b) any Accounts ReceivableAny and all Contracts set forth on Section 2.5(b) of the Disclosure Schedule; (c) any Contracts of Seller Any and all assets and rights primarily used or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained held for use in the manufacture Seller’s or its Affiliates’ operation of the ProductsCanada Business prior to its sale (excluding any and all intellectual property licensed pursuant to that certain Formula License Agreement, dated as of August 4, 2015, by and between Seller and 7324375 Canada, Inc., and all rights under such license), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, Tax Returns and other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller Taxes paid or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared payable by Seller or any of its Affiliates in connection therewith(other than any such returns and other books and records of the Purchased Company and its Subsidiaries and other than any such returns related to the Purchased Assets); (e) Any refunds or credits of or against any Seller Taxes; (f) Any and all Cash Amounts (other than any Cash Amounts of the Purchased Company and its Subsidiaries as of immediately prior to the Closing); (g) any current and prior The insurance policies set forth on Section 2.5(g) of the Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveriesDisclosure Schedules; (h) any intellectual property or similar All rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rightsexclusively related to matters which are Retained Liabilities; (i) subject to the terms Any equity interest in any Subsidiary of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP RightsPurchased Company and the Subsidiaries of the Purchased Company; (j) any real estate owned or leased by Seller or any of its AffiliatesAny and all Privileged Communications; (k) any rights, claims and credits of Seller marketable or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates non-marketable securities to the extent relating to any Excluded Asset or any Retained Liability;such securities are not otherwise included in Cash Amounts; and (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights receivables of any kind against or nature from any third party, to the extent related to any Retained Liabilities Affiliate or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure SchedulesRelated Person.

Excluded Assets. Purchaser acknowledges and agrees that it is not acquiring any rightNotwithstanding the provisions of Section 1.1 above, title or interest in, to or under any of the following assets and properties are to be retained by Seller and shall not constitute Acquired Assets (collectively, the “Excluded Assets”): ): (a) all real property, buildings, structures and improvements thereon, whether owned or leased by Seller, all fixtures and fittings attached thereto, but not including any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accountsof the Tangible Assets, and all security deposits with respect to any evidence of indebtedness issued or guaranteed by any Governmental Authority; leased properties other than those explicitly included in the Acquired Assets; (b) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities (including all right, title and interest in, to and under all Contracts and arrangements with third to which Seller is a party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by which Seller or any of its Affiliates assets or properties is otherwise subject to or bound other than the Assigned Contracts; (c) all capital stock or other equity interest in connection therewith; Seller or any Subsidiary, Affiliate or other Person, and all options, warrants or other rights to acquire such capital stock or other equity; (d) all right, title and interest to any vehicles owned, leased or used by the Seller; (e) all right, title and interest to all insurance policies of Seller; (f) all minute books and stock records of Seller; (g) any current and prior insurance policies all personnel records of all employees other than Transferred Employees; (h) all rights of Seller and its Affiliates Seller Parent under this Agreement and all rights the Related Agreements or arising from the consummation of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property the transactions contemplated hereby or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; thereby; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; all Employee Benefit Plans; (j) any real estate owned or leased by Seller or any of its Affiliates; the Southborough Lease; (k) any all bank and brokerage accounts of Seller; (l) all Tax records of Seller; (m) all rights, claims and or credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Excluded Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; ; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by all cash; and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) inventory of the Disclosure SchedulesUAV Business.

Excluded Assets. Purchaser acknowledges The assets to be contributed by the Contributor shall include only the Contributed Assets. For the sake of clarity, the Contributor and agrees the Acquirer agree that it is the Contributed Assets shall not acquiring any right, title or interest in, to or under include any of the following assets specifically enumerated assets, rights and interests (collectively, the “Excluded Assets”): (a) any cash2.3.1 All of the equipment, checkspumps, money orderstanks, marketable securitiestowers, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accountstransformers, and any evidence switch gear Related to the Cogeneration Plant that are owned by Sunoco Power Generation, LLC or PSE&G, including the high voltage lines, breakers, relaying and metering equipment located at the area commonly referred to as the “substation,” “breaker station,” or “switchyard,” and the two pumps located at the river water pump house (which pump house is a Contributed Asset). 2.3.2 All of indebtedness issued or guaranteed by any Governmental Authority; (b) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities (including processing units, all Contracts process unit piping and arrangements with third party suppliers for the supply of equipment, all raw materials, componentsintermediates, processing supplies products, byproducts and packaging obtained for use wastes contained in the manufacture of process units and process unit piping and equipment, and all wastes generated from the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Contributed Assets or operation of the Business Excluded Assets that is stored in each case, relating to taxable periods (or portion thereof) ending on containers at or prior to the Closing Date or (y) Closing, located at the Refinery Complex, and any other assets and properties of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates Contributor that are not Product Books located on the Leased Real Property and Recordsdescribed on Schedule 2.3.2. 2.3.3 Claims, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defensesdemands, causes of action, rights under express or implied warrantieschoses in action, rights of recovery, rights of set-off, rights to refunds, Creditable Emission Reductions and similar rights in favor of subrogation and all other rights the Contributor or any of their Affiliates of any kind against any third party, to the extent related Relating to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights the Excluded Assets or the Excluded Liabilities or identified on Schedule 2.3.3 or (ii) IP Rights licensed the ownership of the Contributed Assets prior to the Effective Date (other than any damage to the Contributed Assets not repaired prior to the Effective Date). 2.3.4 Subject to the license referred to in Section 2.2.5, the rights of the Contributor to the name “Eagle Point Refinery” or granted under the Licenseany related or similar trade names, trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof. 2.3.5 All cash on hand and cash equivalents, including those claims set forth on Section 2.02(p) bank accounts, money market funds and temporary cash investments. 2.3.6 All of the Disclosure SchedulesContributor’s and any of its Affiliates’ right, title and interest in and to all accounts receivable and all notes, bonds, and other evidences of indebtedness of and rights to receive payments arising out of sales, services, rentals and other activities occurring in connection with and attributable to the ownership or operation of the Contributed Assets prior to the Closing and the security arrangements, if any, Related thereto, including any rights with respect to any Third Party collection procedures or any other actions or proceedings in connection therewith. 2.3.7 Any and all of the Contributor’s and its Affiliates’ rights arising under any outstanding receivable or payable between the Contributor, on the one hand, and any of its Affiliates, on the other hand. 2.3.8 Any and all accounting and Tax files, books, records, Tax returns and Tax work papers not Related to the Contributed Assets. 2.3.9 All assets Related to any pension, profit sharing, stock bonus, stock option, thrift or other retirement plan, medical, hospitalization, dental, life, disability, vacation or other insurance or benefit plan, employee stock ownership plan, deferred compensation, stock ownership, stock purchase, bonus, benefit or other incentive plan, severance plan or other similar plan relating to the Contributor, its Affiliates or their respective employees. 2.3.10 All rights, titles, claims and interests of the Contributor or any of its Affiliates (i) under any policy or agreement of insurance, (ii) under any bond, (iii) to or under any condemnation damages or awards in regard to any taking or (iv) to any insurance or bond proceeds. 2.3.11 All rights or claims by the Contributor or any of its Affiliates to (a) any Tax refund relating to the period prior to the Effective Date or (b) to any refund, claim for drawback or other claims relating to imports, exports, customs or the Subzone relating to the period prior to the Effective Date. 2.3.12 Any equity interest held by the Contributor or its Affiliates in any Person. 2.3.13 Any hydrocarbon inventory located at the Refinery Complex, including linefill. 2.3.14 Any Contract of the Contributor or its Affiliates not listed on Schedule 2.2.7. Subject to the provisions of the Site Services Agreement, for a period of two (2) years after the Effective Date, the Contributor may remove at any time or from time to time any and all of the Excluded Assets from the Leased Real Property (at the Contributor’s expense, but without charge by the Acquirer for storage), provided that the Contributor shall do so in a manner that does not unduly or unnecessarily disrupt the Acquirer’s normal business activities. Notwithstanding anything to the contrary in Article 6, the Contributor shall indemnify, defend and hold harmless the Acquirer and its Affiliates from and against all Adverse Consequences to the extent incurred as a result of the actions of the Contributor or their Representatives in removing such Excluded Assets, in each case other than to the extent resulting from any gross negligence or willful misconduct of the Acquirer, any Affiliate of the Acquirer or any Representatives of the Acquirer.

Excluded Assets. Purchaser acknowledges expressly understands and agrees that it is not acquiring purchasing or acquiring, and Seller is not selling or assigning, any rightassets or properties of Seller other than the Purchased Assets, title or interest inand that all such other assets and properties shall be excluded from the Purchased Assets (such other assets and properties, to or under any of the following assets (collectively, the “Excluded Assets”):). For purposes of clarity, the following assets shall be Excluded Assets: (a) any cash, checks, money orders, marketable securities, short-term instruments all cash and other cash equivalents, funds in time bank accounts and demand deposits or similar accountssecurities of Seller related to the Business, and any evidence of indebtedness issued or guaranteed by any Governmental Authorityas well as the Excluded A/R; (b) any Accounts Receivablethe Contracts related to the Business listed on Section 2.02(b) of the Disclosure Schedules; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for Intellectual Property related to the supply of materials, components, processing supplies and packaging obtained for use in the manufacture Business listed on Section 2.02(c) of the Products), or rights therein or thereunder, other than the Transferred ContractsDisclosure Schedules; (d) any Governmental Authorizationsall employee-related or employee benefit-related files or records, other than the personnel files of Transferred Governmental AuthorizationsEmployees; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit all insurance policies of Taxes (x) relating Seller related to the Purchased Assets or operation of the Business in each case, relating and all rights to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller applicable claims and the Divesting Entities for any periodproceeds thereunder; (f) (i) all Benefit Plans in which the corporate books and records of Seller and its Affiliates that are not Product Books and RecordsTransferred Employees participated, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and the trusts or other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax informationassets attributable thereto, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection contracts associated therewith; (g) any current and prior insurance policies all Tax assets (including duty and Tax refunds and prepayments) of Seller and its Affiliates and all rights related to the operation of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveriesthe Business; (h) all rights related to the Business to any intellectual property action, suit or similar rights claim of Seller any nature available to or its Affiliatesbeing pursued by Seller, including Trademarks, domain names, telephone numbers, UPCs whether arising by way of counterclaim or similar rights or properties, other than the Transferred IP Rightsotherwise; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or and rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims specifically set forth on Section 2.02(p2.02(i) of the Disclosure Schedules; and (j) the rights which accrue or will accrue to Seller under the Transaction Documents.

Excluded Assets. Purchaser acknowledges and agrees that it is not acquiring any rightNotwithstanding anything to the contrary contained in Section 1.1 or elsewhere in this Agreement, title or interest in, to or under any of the following assets of the Seller are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of the Seller after the Closing (collectively, the “Excluded Assets”): (a) any cash, checks, money orders, marketable securities, short-term instruments all rights and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authorityauthorities relating to the Ethereum validator; (b) any Accounts Receivableall rights and authorities relating to the Gnosis validator; (c) any Contracts of Seller or all rights and authorities relating to the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts;Picasso validator;‌ (d) any Governmental Authorizations, other than all rights and authorities relating to the Transferred Governmental AuthorizationsEigenlayer operator; (e) credit agreements, bank agreements, promissory notes, guarantees, letters of credit, letters of guarantee, negotiable instruments, any deposits or advance payments lease of any property that would be required to be classified and accounted for as a capital lease in accordance with respect to Taxes; generally accepted accounting principles and any claims, rights mortgages and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodother security agreements that create an Encumbrance; (f) (i) the corporate books all claims for and records rights to receive refund of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications taxes and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related governmental charges relating to Seller or its Affiliates, and (v) the Business for any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of periods arising prior to the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewithClosing Date; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaimsactions, defensesdeposits, prepayments, refunds, causes of action, rights under express or implied warranties, rights of recovery, rights of set-set off, and rights of subrogation recoupment of any kind or nature (including any such item relating to taxes) relating to the Purchased Assets arising prior to the Closing Date or relating to the Excluded Assets; (h) the Purchase Price and all other rights of the Seller under this Agreement, any kind against any third Transfer Document to which Seller is a party, and any other agreements entered into by the Seller pursuant to this Agreement;‌ (i) all contracts with any independent contractors or employees of the Seller prior to the extent related Closing Date; (j) all cash and digital assets and/or tokens owned or held by the Seller, other than the ones held in the identity account located in the Public Key described in Section 1.1(a)(i)(A);‌ (k) all bank accounts or similar accounts of the Seller; (l) all contracts that are not Assumed Contracts; (m) all books and records of the Seller, including, without limitation, tax returns relating to any Retained Liabilities the Excluded Assets or Excluded Liabilities, the Seller’s governing documents, minute books and company seals of the Seller, and any documentation contained within the Seller’s systems that are not used solely in connection with the Business, other than the Business Records; (n) any of the Seller’s employee and personnel records, files, papers, data and related information, including any correspondence related thereto, in whatever form; (o) any equity interests of the Seller; (p) all certificates for insurance, binders for insurance policies and insurance, and claims and rights thereunder and proceeds thereof; (q) all rights to receive mail, email and other communications relating to the Excluded Assets;‌ (r) any attorney-client privilege and any documents or other information covered by attorney-client privilege, the attorney work product doctrine or other similar protection with respect to this Agreement, any Transfer Document, any other agreement entered into or delivered in connection with this Agreement, and the transactions and matters contemplated hereby and thereby; (s) all claims of the Seller against third parties relating to the Business or the Purchased Assets, including rights to whether ▇▇▇▇▇▇ or recover inchoate, known or unknown, contingent or non- contingent for any period prior to the Closing Date; (t) any right to, claim to, or interest in any and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation all airdrops relating to the Business of any IP Rights that are not and all digital assets distributed or claimable prior to the Closing Date;‌ (iu) Transferred IP Rights any right to, claim to, or interest in the Paladin tokens and any and all airdrops relating thereto; (iiv) IP Rights licensed all hardware owned by the Seller other than the Purchased Hardware; and (w) any other right, property or granted under the License, including those claims set forth on Section 2.02(p) asset of the Disclosure Schedules.Seller that is not a Purchased Asset.‌‌

Excluded Assets. Purchaser acknowledges Notwithstanding any provision of Section 2.1 to the contrary, the Acquired Assets shall not include, and agrees that it is not acquiring neither the Buyer nor any of its Affiliates will acquire any right, title or interest in, to or under in any of the following assets (collectivelyof any kind or nature, whether tangible or intangible, whether disclosed or undisclosed, whether real or personal and wherever located and by whomever possessed) of either Seller or any Affiliate of either Seller (except with respect to Section 2.2(d), other than the “Excluded Assets”Business Subsidiary): (a) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time bank deposits, similar cash items and demand deposits securities or similar any bank accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) intercompany receivables among either Seller and any Accounts Receivableof its Affiliates; (c) any Contracts of Seller or rights, claims and interests under the Divesting Entities (including all Contracts Confidentiality Agreement, this Agreement and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred ContractsTransaction Documents; (d) Files and Records prepared in connection with the negotiation of the Transaction Documents and the sale of the Acquired Assets or any Governmental Authorizationssimilar transaction involving the sale of all or part of the Business, including any bids and other than information received from third parties in respect of the Transferred Governmental AuthorizationsBusiness and analyses produced by any Seller Representative relating to the Business, and all communications between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, on the one hand, and either Seller or any Affiliate or representative thereof, on the other hand, in each case to the extent such communications are related to the Transactions or any similar transaction involving the sale of all or part of the Business, including communications subject to the attorney-client privilege or other similar privilege or protection against disclosure, or in which either Seller otherwise had an expectation of confidentiality with respect thereto; (ei) Files and Records required by Law to be retained by either Seller; and (ii) all personnel Files and Records relating to employees other than: (A) the Hired Employees, except as limited or prohibited by applicable Law, and (B) each person that is a Business Subsidiary Employee as of the Closing Date; (f) subject to Section 2.5 and Section 6.2(b), any and all Contracts that are not Assumed Contracts; (g) all raw materials and work in process inventories used in the PRF Materials Business in manufacturing SiC wafers, including those set forth on Schedule 2.2(g) (which schedule provides a detailed schedule of such raw materials and work in process inventories used in the PRF Materials Business as of June 26, 2016 and may be updated by Parent between the date of this Agreement and the Closing to reflect estimated changes in the Ordinary Course of Business); (h) any deposits assets under Seller Benefit Plans; (i) any Tax refunds, Tax deposits, Tax assets and Tax Files and Records of either Seller arising out of or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Acquired Assets or operation of the Business in each case, relating that are attributable to any taxable periods period (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect theretoDate, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rightsdeferred income Tax assets; (j) any real estate owned or leased by Seller or any the Licensed Intellectual Property (other than solely to the extent of its Affiliatesthe rights granted pursuant to the Intellectual Property Assignment and License Agreement), and all other Intellectual Property (other than the Assigned Intellectual Property and Business Subsidiary Intellectual Property); (k) any rights, claims all taxpayer and credits other identification numbers of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liabilityeither Seller; (l) all Plans seals, minute books, stock transfer books, blank stock certificates and all employees other documents relating to the organization, maintenance and existence of Seller, any Divesting Entity or any of their Affiliateseither Seller as a legal entity; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Sellerany assets listed on Schedule 2.2(m); (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, IncAuthorizations (including Seller Environmental Authorizations) to the extent not transferable under Law or not primarily related to the Business or any Acquired Asset or the operation or use thereof; (o) the equity interest, capital stock and corporate name of the Swedish Seller and any other assetsAffiliate of the Sellers, properties other than the Business Subsidiary; (p) any rights whatsoever in the name “Cree” (including as part of the name of the Business Subsidiary) in any form, formulation or presentation whatsoever or any other trademark, service ▇▇▇▇, trade dress, logo or associated goodwill therein (collectively, the “Cree Name”); (q) (i) suits, proceedings, rights, counterclaims, rights of set-off and other claims (including under indemnification agreements) (whether known or unknown, matured or unmatured, accrued or contingent) against any Person to the extent primarily related to any Excluded Asset or Excluded Liability, including under or with respect to the insurance policies of either Seller or any of its Affiliates other than the Purchased AssetsBusiness Subsidiary; and (ii) insurance policies of either Seller or any of its Affiliates other than the Business Subsidiary and all rights under or with respect to such insurance policies, other than solely those rights included in the Acquired Assets pursuant to clause “(ii)” of Section 2.1(h); (r) all equipment, hardware, computers, machinery, tools and tooling, furniture, fixtures, supplies, leasehold improvements, motor vehicles and other tangible personal property (other than, for the avoidance of doubt, those (i) set forth on Schedule 2.1(d) or (ii) described in Section 2.1(k)), including those set forth on Schedule 2.2(r), together with any third-party software products that were provided with and are integrated with or otherwise used primarily in connection with the operation of such equipment, hardware or other tangible personal property; and (ps) all claimsreal property other than the Owned Real Property, counterclaimsthe Leased Real Property and the rights granted pursuant to the Real Estate License Agreement. The foregoing are referred to collectively as the “Excluded Assets.” For the avoidance of doubt and notwithstanding anything contained herein to the contrary, defensesall assets of the Business Subsidiary shall continue to be assets of the Business Subsidiary following the Closing except for the Cree Name, causes of actionall policies, rights under express or implied warrantiesprocedures, rights of recoverypractices, rights of set-offhandbooks, rights of subrogation manuals, and all similar items generally applicable to Parent and its Affiliates, any other rights of any kind against any third party, assets to the extent related to any Retained Liabilities or otherwise required as a result of a Section 338(h)(10) election, and the assets referenced in Section 2.2(d) (including the assets described in Section 10.10) all of which shall be Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedules.

Excluded Assets. Purchaser acknowledges and agrees that it is not acquiring any Notwithstanding anything to the contrary herein, all of the Company's right, title or and interest in, to or under any in all of the following properties, assets and other rights (collectively, the “"Excluded Assets”):") shall be excluded from the Assets: (a) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller the Company, including minute books and its Affiliates stock ledgers, and copies of business records included in the Assets acquired by Purchaser that are not Product Books and Records, (ii) all personnel records, (iii) reasonably required by the Company or any attorney work product, attorney-client communications and other items protected by attorney-client Affiliate or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition stockholder of the Purchased Assets or Company in order to permit the Products or that were prepared by Seller Company or any of its Affiliates or stockholders to prepare any Tax return or other filing or report to be made after the Closing Date; (b) the Excluded Names and any trademarks, service marks or trade names incorporating any of the Excluded Names; (c) shares of stock in connection therewithKOZ inc.; (d) any of the properties, assets or other rights of the Maine Media Business; (e) the Corporate Office Lease and all furniture, fixtures, equipment, office materials and supplies, vehicles and other assets located at the Corporate Office or exclusively used by or relating to the Corporate Office or Corporate Office Employees including, without limitation, all notes receivable of the Corporate Office (none of which arise from the sale of television advertising); (f) all rights of the Company under this Agreement, the ▇▇▇▇ of Sale, Assignment and Assumption Agreement, the Maine Media Purchase Agreement, the Contribution Agreement, the Adjustment Escrow Agreement and the Security Escrow Agreement; (g) any current cash, bank accounts, cash equivalents and prior insurance policies other similar types of Seller investments, certificates of deposit, U.S. Treasury bills and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveriesother marketable securities; (h) all insurance policies, programs, reserves and related bonds of any intellectual property nature; any dividends payable in respect thereof; and any insurance proceeds or similar rights claims that are compensation for the loss of Seller an Excluded Asset or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs for the loss of an asset that has been repaired or similar rights or properties, replaced (other than in violation of this Agreement) prior to the Transferred IP RightsClosing Date; (i) subject all properties, assets or other rights sold by the Company prior to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights;Closing Date as permitted by Section 5.1 hereof; and (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation judgments and all other rights of any kind against any third party, nature to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights the items set forth in clauses (a) through (i) above or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedules.)

Excluded Assets. Purchaser acknowledges and agrees that it is Seller shall not acquiring any rightsell, title convey, assign, transfer or interest indeliver, nor cause to be sold, conveyed, assigned, transferred or delivered, to or under any of the Purchaser, and the Purchaser shall not purchase, and the Purchased Assets shall not include, the following assets of Seller, wherever located (collectively, the “Excluded Assets”): (a) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence All Cash of indebtedness issued or guaranteed by any Governmental AuthoritySeller; (b) any Accounts Receivablethe assets set forth in Schedule 2.2(b); (c) any Contracts all bank accounts and trust accounts of Seller, securities, and negotiable instruments of Seller in such accounts, on hand, in lock boxes, in financial institutions or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contractselsewhere; (d) any Governmental Authorizations, shares of capital stock or other than the Transferred Governmental Authorizationsequity interests of Seller or its Affiliates; (e) any deposits the company seals, minute books, charter documents, stock or advance payments with respect to Taxes; any claims, rights equity record books and interest in such other books and to any refund or credit of Taxes (x) relating records as pertain to the Purchased Assets organization, existence or operation capitalization of the Business in each caseSeller, relating and any other books or records which Seller is prohibited from disclosing or transferring to taxable periods (or portion thereof) ending on or prior Purchaser under Applicable Law and is required by Applicable Law to the Closing Date or (y) of Seller and the Divesting Entities for any periodretain; (f) (i) the corporate books and records all rights of Seller under warranties, indemnities and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records rights against third parties to the extent related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Excluded Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewithRetained Liabilities; (g) any current and prior all insurance policies of Seller and its Affiliates and all rights of any nature with respect theretobenefits, including all insurance recoveries thereunder rights and rights proceeds, arising from or relating to assert claims with respect to any such insurance recoveriesthe Excluded Assets or the Retained Liabilities; (h) all rights to any intellectual property Actions of any nature available to or similar rights being pursued by Seller to the extent related to the Excluded Assets or the Retained Liabilities, whether arising by way of Seller counterclaim or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rightsotherwise; (i) subject to the terms all Tax Returns of any other written agreement between Purchaser Seller and Seller (or any of their respective its Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned all refunds, rebates or leased similar payments of Taxes to the extent such Taxes were paid by or on behalf of Seller or any an Affiliate of its AffiliatesSeller for the period prior to the Closing Time; (k) any rights, claims all personal effects and credits belongings of Seller or Seller’s members that are listed on Schedule 2.2(k); and (l) rights of Seller and any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities under this Agreement and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure SchedulesTransaction Documents.

Excluded Assets. Purchaser Notwithstanding anything to the contrary contained herein, Buyer expressly acknowledges and agrees that it is not acquiring any right, title or interest in, to or under any of the following assets and properties of Seller (collectively, the “"Excluded Assets”):") shall not be acquired by Buyer and are excluded from the Station Assets: (a) any cashSeller's books and records pertaining to the corporate organization, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits existence or similar accounts, and any evidence capitalization of indebtedness issued or guaranteed by any Governmental AuthoritySeller; (b) any Accounts Receivableall cash, cash equivalents, or similar type investments of Seller, such as certificates of deposit, treasury bills, marketable securities, asset or money market accounts or similar accounts or investments; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of the Local Marketing Agreement, all accounts receivable existing at the Effective Time, notes receivable, promissory notes or amounts due from employees; (d) intercompany accounts receivable and accounts payable; (e) all insurance policies or any proceeds payable thereunder; (f) all pension, profit sharing or cash or deferred (Section 401(k)) plans and trusts and the assets thereof and any other written agreement employee benefit plan or arrangement; (g) all interest in and to refunds of Taxes relating to all periods prior to the Effective Time; (h) all tangible and intangible personal property disposed of or consumed in the ordinary course of Seller's business consistent with past practices between Purchaser the date of this Agreement and Seller the Closing Date, as permitted under this Agreement; (i) all rights to the names "Viacom" and "Infinity" and logos or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rightsvariations thereof and all goodwill associated therewith; (j) any real estate owned or leased by Seller or any all rights to marks not used in the operation of its Affiliatesthe Stations as of the date of this Agreement, including the marks identified on Schedule 1.2(j), and all goodwill associated therewith; (k) any rightsall rights to marks used in connection with the operation of another station or business of Viacom Inc., claims and credits of Seller or any of its their Affiliates relating other than or in addition to any Excluded Asset or any Retained Liabilitythe Stations, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates except to the extent relating that Schedule 1.1(d) indicates Seller will grant Buyer a non-exclusive right to use any Excluded Asset or any Retained Liabilitysuch mark in the operation of the Stations; (l) all Plans the Oracle Financial System used by Seller and all employees of Sellerits Affiliates, any Divesting Entity whether in hard copy, stored on a computer, disk or any of their Affiliatesotherwise; (m) that certain ▇▇▇▇ of Sale dated November 29Group Contracts, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, except to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedules.Schedule 1.1

Excluded Assets. Purchaser acknowledges and agrees that it is The Acquired Assets shall not acquiring include any rightassets other than the assets specifically listed or designated in Sections 1.1(a) through 1.1(j) and, title or interest in, to or under any without limiting the generality of the foregoing, shall expressly exclude the following assets (collectively, the “"Excluded Assets”"): (a) any cash, checks, money orders, marketable securities, short-term instruments and other all cash and cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) any Accounts Receivableand all accounts and notes receivable of the Business arising prior to the Closing Date, including any intercompany receivables; (c) any Contracts of Seller and all tax refunds, tax, insurance and other claims or the Divesting Entities (including all Contracts rights to recoveries and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture similar benefits of the ProductsBusiness, all of Sellers' tax returns relating to the Business and any notes, worksheets, files or documents relating thereto, and any legal files or other documents covered by an evidentiary privilege that are not exclusively related to the Assumed Liabilities (as defined in Section 1.3 hereof), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, and all rights accruing to Sellers under this Agreement and the other than the Transferred Governmental Authorizationsagreements contemplated hereby; (e) any deposits and all corporate seals, certificates of incorporation, minute books, stock books, books of account or advance payments other records having to do with respect to Taxes; any claims, rights and interest in and to any refund the corporate organization of Sellers or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodtheir respective Affiliates; (f) (i) the corporate books any and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records insurance policies related to Seller or its Affiliates, the Business and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared claims thereunder by Seller or any of its Affiliates in connection therewithSellers; (g) any current all books, documents, records and prior insurance policies of Seller and its Affiliates and all rights of any nature files prepared in connection with respect theretoor relating to the transactions contemplated by this Agreement, including all insurance recoveries thereunder bids received from other parties and rights analyses relating to assert claims with respect to any such insurance recoveriesthe Acquired Assets, the Assumed Liabilities and the Business; (h) except as specifically provided to the contrary in this Agreement, any intellectual property interest in any trademark or trade name owned or used by Sellers or any of their respective Affiliates including (i) the word "Quaker" and any similar rights trade name or trademark, and (ii) corporate symbols (including without limitation the Quaker man logo of Seller The Quaker Oats Company ("Quaker"), or its any other trade names, trademarks, logos, color schemes, scripts, characters or other design elements used by Sellers or their Affiliates, including Trademarkswhether used in connection with the Acquired Assets, domain names, telephone numbers, UPCs the Business or similar rights or properties, other than the Transferred IP Rightsotherwise; (i) subject to except for the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates)Acquired Assets, any intellectual property assets located at, on or similar rights used to manufacture in (a) the APIcorporate headquarters of Quaker, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇ ▇▇▇▇ of Sale dated November 29▇▇▇▇▇▇, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24▇▇▇▇▇▇▇, 2012 by and between Seller and ▇▇▇▇▇▇▇▇ Pharmaceuticals▇▇▇▇▇, Incor of the Sellers, (b) any customer business center of Sellers, (c) any sales office of Sellers, (d) Quaker's Barrington research and development center, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, (e) the manufacturing facility owned by Golden Grain in Bridgeview, Illinois (the "Bridgeview Plant"), (f) any other building or facility which is owned or leased by, or is otherwise used by or for the benefit of, Sellers or any of their respective Affiliates or (g) any facility of any Co-Packer; (oj) any other assets, properties or rights of Seller or and all real property and improvements owned by Sellers; (k) any of its Affiliates other than the Purchased Assetsand all patents and patent applications; and (pl) all claimsexcept as specifically provided to the contrary in this Agreement, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation any and all trademarks, trademark applications, copyrights, copyright applications, trade secrets, know-how, processes, technology, formulas, recipes, mixing instructions, product specifications and other rights of intellectual property not used exclusively in the Business, including, but not limited to, any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs all computer software and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedulessystems.

Excluded Assets. Purchaser acknowledges Notwithstanding the provisions of Section 2.1 or anything to the contrary herein, any and agrees that it is not acquiring any rightall assets, title or interest in, to or under any rights and properties of the Seller Group that are not specifically identified in Section 2.1 as Transferred Assets, including the following assets (collectively, the “Excluded Assets”):), shall be retained by the Seller Group, and Purchaser and its designees shall acquire no right, title or interest in the Excluded Assets in connection with the Transaction: (a) any cash, checks, money orders, marketable securities, short-term instruments all (i) cash and other cash equivalents, funds wherever located, including bank balances and bank accounts or safe deposit boxes, monies in time the possession of any banks, savings and demand loans or trust companies and similar cash items, (ii) escrow monies and deposits or similar accountsin the possession of landlords and utility companies, and any evidence of indebtedness issued or guaranteed by any Governmental Authority(iii) investment securities and other short- and medium-term investments; (b) all records, documents or other information exclusively relating to current or former employees of the Seller Group that are not hired by Purchaser, and any Accounts Receivablematerials to the extent containing information about any employee, disclosure of which would violate Applicable Law or such employee’s reasonable expectation of privacy; (c) any Contracts interest of the Seller Group under this Agreement or the Divesting Entities (Related Documents, including all Contracts the right to receive the Purchase Price and arrangements with third party suppliers for to enforce the supply of materials, components, processing supplies Seller’s rights and packaging obtained for use in the manufacture of the Products), or rights therein or remedies thereunder, other than the Transferred Contracts; (d) any Governmental Authorizationsall Excluded Contracts (including all prepaid assets relating to the Excluded Contracts), other than the Transferred Governmental AuthorizationsAssigned Contracts, to which any member of the Seller Group or any of their respective Affiliates is a party; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (xi) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or Attorney-Client Information arising from communications prior to the Closing Date between a member of the Seller Group (including any one or more officers, directors or stockholders of such Seller Group member), on the one hand, and its counsel, on the other hand, and (yii) of Seller claims under any director and the Divesting Entities for any period;officer, errors and omissions, fiduciary and commercial crime insurance policies; and (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition rights of the Purchased Assets Seller Group to Tax refunds (or the Products or that were prepared by Seller or credits for overpayment of Taxes in lieu of a refund) attributable to any of its Affiliates in connection therewithPre-Closing Tax Period; (g) all Permits (including applications therefor and any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights trade or import/export Permits) that (i) are not materially related to assert claims with respect the Business or (ii) are not transferable to any such insurance recoveriesPurchaser under Applicable Law; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP RightsExcluded Books and Records; (i) subject any assets not otherwise designated as Transferred Assets or from time to time designated by the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rightsparties hereto as Excluded Assets; (j) any real estate owned or leased all accounts receivable, intercompany obligations and other amounts receivable by the Seller or any of its AffiliatesGroup; (k) any the Avoidance Actions; (l) all of the Seller Group’s rights, claims and credits or causes of Seller or any of its Affiliates action against third parties relating to any Excluded Asset the assets, properties, business or any Retained Liability, operations of the Seller Group (including any guaranteesall guaranties, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity Sellers Group or any of their Affiliates;) to the extent arising under the Bankruptcy Code or relating to any of the Excluded Assets or Excluded Liabilities, in each case, whether arising by way of counterclaim or otherwise, and whether arising out of transactions occurring prior to, on or after the Closing Date; and (m) that certain ▇▇▇▇ of Sale dated November 29all prepaid expenses, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaimsdeposits, defensesprepayments, refunds, causes of action, rights under express or implied warrantiesdemands, actions, suits, rights of recovery, rights of set-offunder guarantees, warranties, indemnities and all similar rights against third parties, rights of subrogation setoff and all other rights of any kind against any third partyrecoupment, in each case, to the extent exclusively related to or exclusively used in or held for use for the Excluded Assets listed in clauses (a) through (l) above. Notwithstanding anything to the contrary contained in this Agreement or any Retained Liabilities or of the other Related Documents, Purchaser acknowledges and agrees that all of the following are also Excluded Assets, including rights and all right, title and interest in and to ▇▇▇ all Excluded Assets shall be retained by the Seller Group and shall remain the property of the Seller Group (and shall expressly be excluded from the sale, transfer, assignment and conveyance to Purchaser hereunder), and neither Purchaser nor any of its Affiliates shall have any interest therein: (x) all records and reports prepared or recover received by the Seller Group or any of their Affiliates in connection with the sale of the Business and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the LicenseTransactions, including those claims set forth on Section 2.02(pall analyses relating to the Business or Purchaser so prepared or received; and (y) all confidentiality agreements with prospective purchasers of the Disclosure SchedulesBusiness or any portion thereof and all bids and expressions of interest received from third parties with respect thereto.

Excluded Assets. Purchaser acknowledges Notwithstanding anything to the contrary set forth herein, the Acquired Assets shall not include the following assets, properties and agrees that it is not acquiring any right, title or interest in, to or under any rights of the following assets Seller or the Seller Subsidiaries (collectively, the “Excluded Assets”): (a) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authorityasset that is not expressly an Acquired Asset; (b) all real property which the Seller or any Accounts Receivableof the Seller Subsidiaries owns or of which the Seller or any of the Seller Subsidiaries is the lessee or sublessee (together with all fixtures and improvements thereon other than any Transferred Tangible Assets); (c) all assets used in the Seller’s Component Business, other than the designs, molds, mask works and other materials, but not manufacturing equipment, required to make or have made the Custom Components; (d) all cash, cash equivalents and marketable securities and all rights to any Contracts bank account of the Seller or any of the Divesting Entities Seller Subsidiaries; (including all Contracts e) accounts receivable, notes receivable and arrangements with third party suppliers other receivables arising out of the conduct of or otherwise related to the Business as of 11:59 p.m. (local time for the supply of materials, components, processing supplies and packaging obtained for use in Seller) on the manufacture Closing Date; (f) all Intellectual Property of the Products), or rights therein or thereunderSeller and the Seller Subsidiaries, other than the Transferred Contracts; (d) any Governmental AuthorizationsPatents, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller Trademarks and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewithOther IP; (g) any current and prior insurance policies of Seller and its Affiliates and all rights causes of action, lawsuits, judgments, claims, counterclaims and demands of any nature with respect related to the Business, in each case, that accrued, accrue, arose or arise out of events occurring prior to the Closing, or any proceeds or receivables therefrom or related thereto, including all insurance recoveries thereunder and rights to assert claims other than with respect to any such insurance recoveriesthe Transferred Patents; (h) any intellectual property all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights of Seller in relation to the Business which arise from or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than relate to events occurring prior to the Transferred IP RightsClosing; (i) subject all insurance proceeds and insurance awards receivables with respect to any of the Acquired Assets or related to the terms of any other written agreement between Purchaser and Seller (Business which arise from or any of their respective Affiliates), any intellectual property or similar rights used relate to manufacture events occurring prior to the API, in each case, other than the Transferred IP RightsClosing; (j) any real estate owned or leased by Seller or any of its AffiliatesRetained Technology; (k) any rightscertain plants, claims equipments or other tangible assets used exclusively in the Business, including without limiting those set forth on Schedule 1.2(k) of the Seller Disclosure Schedules, and credits of Seller certain office equipments and other tangible assets related to the Subject Employees that are not employed by the Purchaser or any of its Affiliates relating to any Purchaser Designee as at the Closing (the “Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained LiabilityTangible Assets”); (l) all Plans and all employees certain Patents used exclusively in the conduct of Seller, any Divesting Entity or any the Business which are set forth on Schedule 1.2(l) of their Affiliatesthe Seller Disclosure Schedules (the “Excluded Patents”); (m) certain Seller Contracts that certain ▇▇▇▇ relate exclusively to the Business which are set forth on Schedule 1.2(m) of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Sellerthe Seller Disclosure Schedules (the “Excluded Contracts”); (n) that certain all Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, IncAssignable Contracts; (o) any other assets, properties or all rights of that accrue to the Seller or any of its Affiliates other than the Purchased Assets; andhereunder; (p) all claimsinsurance policies (and any cash or surrender value thereon), counterclaimsother than the insurance policies applicable to the Transferred Employees set forth in Schedule 1.3(d) of the Seller Disclosure Schedules; and (i) personnel records pertaining to any Business Employee, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, except to the extent related that copies thereof are required to any Retained Liabilities or Excluded Assetsbe made and transferred to the Purchaser in accordance with applicable Law, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) human resources information management systems of the Disclosure SchedulesSeller or the Seller Subsidiaries.

Excluded Assets. Purchaser acknowledges and agrees that it is Except as provided in Section 1.1, the Acquired Assets shall not acquiring include any right, title or interest of any Person other than Seller in any property or asset, or Seller’s right, title and interest in, to or and under any properties and assets not used in connection with the ownership, operation and/or management of the Business, and shall specifically exclude the following assets properties, Contracts, Leases, and other assets, interests and rights of Seller (collectively, all such items not being acquired by Buyer being referred to in this Agreement as the “Excluded Assets”): (a) all rights of every nature and description (other than Assumed Policy Rights) under or arising out of all insurance policies of Seller (the “Insurance Policies”), including without limitation (i) with respect to Claims arising prior to the Effective Date (ii) to the extent of coverage of any cashExcluded Liabilities, checks(iii) under those insurance policies covering any tort liabilities that are not Assumed Liabilities, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts(iv) under the D&O Insurance, and any evidence of indebtedness issued or guaranteed by any Governmental Authority(v) under those insurance policies covering liabilities and Claims against Seller and its affiliates relating to the Excluded Employee Liabilities); (b) any Accounts Receivableasset that is not owned or leased by Seller or not used or held for use in connection with the ownership, operation and management of the Business; (c) any Contracts minute books, stock ledgers, corporate seals and stock certificates of Seller, and other similar books and records that Seller is required by Law to retain and all Tax Returns, financial statements and corporate or other entity filings; provided that (i)Seller shall provide Buyer with reasonable access to the Divesting Entities same following the Closing to the extent relating to the Acquired Assets and when reasonably requested by Buyer; and (including ii) Buyer shall be entitled upon reasonable request to be provided with copies of all Contracts such records, at its own expense, and arrangements with third party suppliers for the supply provided, further, that Seller shall notify Buyer before disposing of materials, components, processing supplies any such records and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contractsupon Buyer’s reasonable request shall transfer them to Buyer; (d) all (i) prepaid premiums in respect of all Insurance Policies, (ii) retainers, prepayments or on-account cash paid to Seller’s professionals and advisors, including any Governmental Authorizationscarve-out under any DIP Facility or cash collateral arrangements (whether retained in the Bankruptcy Case or otherwise), and (iii) other than deposits, prepaid charges and expenses paid by Seller to the Transferred Governmental Authorizationsextent in connection with or relating to any Excluded Asset; (e) all rights to or claims for refunds, overpayments or rebates of Pre- Closing Taxes, including any deposits refunds, overpayments or advance payments with respect to Taxes; rebates of Pre-Closing Taxes for any claimsStraddle Period, rights and interest other than, in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each caseforegoing cases, relating any such refunds, overpayments or rebates that are attributable to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodTaxes actually paid by Buyer; (f) all shares of capital stock (iand any other equity interests or rights convertible into equity interests) the corporate books and records of issued by any Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewithentity; (g) all Documents exclusively relating to any current Excluded Asset provided, that Seller shall provide Buyer with reasonable access at Buyer’s sole cost and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect theretoexpense, including all insurance recoveries thereunder the ability to make copies (during business hours with reasonable prior notice and rights subject to assert claims with respect then- applicable COVID Restrictions) to any such insurance recoveriesthe same to the extent reasonably related to the Acquired Assets; (h) all Documents exclusively relating to any intellectual property Employees who do not become Transferred Employees; provided that, to the extent permitted by applicable Law, Seller shall make copies of such Documents available to Buyer if reasonably related to addressing or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rightsdefending any such Employees’ claims against Buyer; (i) subject to Section 1.6, any asset that requires the terms consent of a third party to be transferred, assumed or assigned hereunder as to which, by the Closing Date (and after giving effect to the entry of the Sale Order and any other written agreement between Purchaser and Seller (or Order of the Bankruptcy Court eliminating any contractual right of their respective Affiliatesthird parties to withhold such consent), any intellectual property such consent to transfer, assumption or similar rights used assignment has not been effected or excused (for clarity, all liabilities associated with each such asset are excluded from Assumed Liabilities pursuant to manufacture the API, in each case, other than the Transferred IP RightsSection 1.4(a)); (j) any real estate owned all Employee Benefit Plans and all assets of, and Contracts exclusively relating to or leased by Seller or any of its Affiliatesassociated with such plans; (k) all Cash and all accounts or notes receivable held by Seller, and any rightssecurity, claims and credits of Seller claim, remedy or other right related to any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liabilityforegoing; (l) all Plans and all employees any rights of Seller, any Divesting Entity Seller under this Agreement or any of their AffiliatesAncillary Agreement to which Seller is a party, including without limitation any rights relating to the Purchase Price; (m) copies of all Historic Firearms Books and Records of Seller provided, that certain ▇▇▇▇ of Sale dated November 29Seller shall provide Buyer with reasonable access at Buyer’s sole cost and expense, 2019 by including the ability to make copies (during business hours with reasonable prior notice and between Patheon Pharmaceuticals Inc. and Sellersubject to then- applicable COVID Restrictions) to the same to the extent reasonably related to the Acquired Assets; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 all Documents of Seller held by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Incor Seller’s counsel relating to (i) any litigation against Seller or (ii) the Excluded Employee Liabilities; (o) any other assetsthe D&O Insurance, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; andand all proceeds thereof; (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation indemnity, contribution or recoupment, warranties, guarantees, rights, remedies, counter-claims, cross-claims and all other rights of any kind against any third party, to the extent defenses related to any Retained Liabilities Excluded Liability; (q) any properties, Contracts, Leases, or Excluded Assetsother assets, interests and rights of Seller that (i) do not relate to the ownership, operation or management of the Business or (ii) are otherwise set forth on Schedule 1.2(q); (r) all Avoidance Actions; (s) Claims held by Seller against any party that are covered by, relate to or are based upon any Insurance Policies (including the D&O Insurance); (t) all assets subject to an Ammunitions Business Bid (as defined in the Bidding Procedures Order); (u) all assets primarily used in the ▇▇▇▇▇▇ Business, including rights to all trademarks, service marks and logos containing ▇▇▇▇▇▇ or recover an abbreviation or derivation thereof; (v) all trademarks, service marks and retain damageslogos containing Remington or an abbreviation or derivation thereof; (w) all trademarks, costs service marks, logos and attorneys’ fees for pastdomain names related to the Non-Core Brands, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted all Intellectual Property primarily used in connection with the products and services manufactured and sold under the LicenseNon-Core Brands; (x) the list of “Licensed Trademarks” affixed as Appendix B to the Trademark License Agreement between Vista Outdoor, including those claims Inc. and Buyer in substantially the form set forth on Section 2.02(pin Exhibit 2 (the “Trademark License Agreement”); and (y) any real property owned by of Seller other than the Disclosure Schedules.Owned Real

Excluded Assets. Purchaser acknowledges Notwithstanding any provision to the contrary in this Agreement, nothing in this Agreement shall constitute or be construed as requiring Seller to sell, assign, convey, transfer or deliver, and agrees that it is Buyer shall not acquiring be entitled to purchase, assume or acquire, any right, title or interest in, to or under any property, asset, business, operation or division of Seller, or any Affiliate thereof, not expressly set forth in Section 2.1, including the following assets and properties which are hereby specifically excluded from the definition of Purchased Assets (collectively, the “Excluded Assets”): (a) any cashThe right, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect to Taxes; any claims, rights title and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books successors, assigns and RecordsRepresentatives in, to and under all electrical transmission or distribution facilities (iias opposed to generation facilities) all personnel records, (iii) any attorney work product, attorney-client communications or information technology and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits telecommunications assets of Seller or any of its Affiliates relating located at or forming a part of either of the Jointly Owned Stations (whether or not regarded as a “transmission” or “generation” asset for regulatory or accounting purposes), including all switchyard facilities, substation facilities and support equipment, as well as all permits, contracts and warranties, to the extent they relate to such transmission and distribution assets or information technology and telecommunications assets (other than the electrical transmission facilities set forth on Schedule 2.1(d), all of which are included as Purchased Assets) (collectively, the “Transmission Assets”); (b) All certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and interests (other than Seller’s membership interests in Conemaugh Fuels, LLC and Keystone Fuels, LLC) in partnerships and other entities; (c) All cash (other than the Station Working Funds), cash equivalents, bank deposits, accounts and notes receivable (trade or otherwise), and prepaid expenses, including such as relate to any Excluded Asset Assets or the operation of the Purchased Assets, and any income, sales, payroll or other Tax receivables (in each case, whether held by Seller or any Retained Liabilitythird party, including under any guaranteesJointly Owned Stations Operating Agreement); (d) The right, warrantiestitle and interest of Seller and its successors, indemnities assigns and Representatives in, to and under all intellectual property, including the names “Atlantic City Electric Company”, “Atlantic Energy”, “ACE”, “Conectiv”, “Pepco”, “Pepco Holdings” or any derivation thereof, as well as any related or similar rights name, or any other trade names, trademarks, service marks, corporate names and logos, or any part, derivation, colorable imitation or combination thereof (other than “Conemaugh Generating Station” and “Keystone Generating Station”); (e) All tariffs, agreements and arrangements to which Seller or its Representatives is a party for the purchase or sale of electric capacity or energy, or for the purchase of transmission, distribution or ancillary services; (f) The right, title and interest of Seller and its successors, assigns and Representatives in, to and under all claims against third parties, if any, relating to the ownership, lease, maintenance or operation of any Purchased Assets by Seller prior to the Closing Date, whether accruing prior to, on or after the Closing Date, including all claims for refunds, prepayments, offsets, recoupment, insurance proceeds, insurance distributions, dividends or other proceeds, condemnation awards, judgments and the like, whether received as payment or credit against future Liabilities; (g) All Tax refunds or credits (including refunds or credits of real property Taxes paid or due with respect to the Jointly Owned Stations or any related real property), which refunds or credits are with respect to periods prior to the Closing Date, whether directly or indirectly, under the Jointly Owned Stations Operating Agreements or otherwise, regardless of when actually paid; (h) All employment agreements and personnel records of Seller and its successors, assigns and Representatives; (i) The minute books, stock transfer books, corporate seal and other corporate records of Seller and its successors, assigns and Representatives; (j) The right, title and interest of Seller and its successors, assigns and Representatives in, to and under all contracts, agreements, arrangements, licenses and leases of any nature, other than the Seller’s Agreements; (k) All insurance policies relating to the ownership, lease, maintenance or operation of the Purchased Assets; (l) All other assets and properties owned or leased by Seller or its successors, assigns and Representatives which are not used in favor the operation of the Jointly Owned Stations; (m) The right, title and interest of Seller and its successors, assigns and Representatives under this Agreement and the Additional Agreements; and (n) The right, title and interest of Seller and its successors, assigns and Representatives in, to and under all Emission Allowances of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims Emission Allowances set forth on Section 2.02(p) of the Disclosure SchedulesSchedule 2.1(f)).

Excluded Assets. Purchaser acknowledges Notwithstanding anything to the contrary in this Agreement, Seller shall not grant, sell, transfer, convey, assign or deliver, and agrees that it is not acquiring Buyer shall not, nor shall Buyer have any right to, purchase, accept or otherwise acquire, any right, title or interest in, to or under in any of the following assets assets, properties, rights or interests of Seller or any of Seller’s Affiliates, which are expressly excluded from the Acquired Assets and are not to be acquired by Buyer pursuant to this Agreement (collectively, the “Excluded Assets”): (a) any cash, checks, money orders, marketable securities, short-term instruments all assets and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authorityproperties [***] not related to the Business; (b) any Accounts Receivablerights of Seller arising under this Agreement or the Ancillary Agreements or from the consummation of the Transactions; (c) any Contracts all Tax refunds, credits, offsets, rebates, recoveries, credits of Seller Taxes, Tax losses, loss and credit carry-forwards and similar benefits related to the Acquired Assets or the Divesting Entities (including Business for a Pre-Closing Tax Period or relating to the other Excluded Assets for all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contractsperiods; (d) all Tax Returns, as well as other Tax data and records, of the Business, the Acquired Assets, or any Governmental Authorizations, other than the Transferred Governmental AuthorizationsTax Return of Seller or any of its Affiliates relevant in each case to Pre-Closing Tax Periods; (e) any deposits or advance payments with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodaccounts receivable; (f) all rights of Seller or its Affiliates relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof, of the Business; (g) any rights, claims or causes of action of Seller or its Affiliates against Third Parties [***] not related to the Business, Acquired Assets or Assumed Liabilities; (h) all Contracts to which Seller or any of its Affiliates is a party that are not Transferred Contracts (the “Excluded Contracts”) and all fixed assets and equipment of Seller or any of its Affiliates; (i) the Retained Marks; (j) cash, cash equivalents, bank accounts, bank deposits and marketable securities on hand and in transit of Seller or any of its Affiliates; (k) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications books and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to the employees of Seller or and its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; (gl) any all current and prior insurance policies of Seller and its Affiliates policies, and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (hm) any intellectual all Seller Benefit Plans and assets thereunder; (n) all real property or similar rights of owned by Seller or its Affiliates, including Trademarksand all leasehold interests in real property, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased which interests are held by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc;; and (o) any other assets, assets or properties or rights of Seller or any of its Affiliates other than the Purchased Assets; and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure SchedulesSchedule 2.2(o).

Excluded Assets. Purchaser acknowledges and agrees that it is The Acquired Assets do not acquiring any include Sellers’ right, title or interest in, in or to or under any of the following properties and assets of Sellers (collectively, the “Excluded Assets”): (a) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authorityeach Seller’s rights under this Agreement (including the right to receive the Purchase Price); (b) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments except with respect to Taxes; the Acquired Companies, all of Sellers’ or any claimsof their respective Affiliates’ certificates of incorporation and other organizational documents, rights qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualifications, taxpayer and interest in other identification numbers, seals, minute books, stock transfer books, stock certificates and to any refund or credit of Taxes (x) other documents relating to the Purchased Assets or operation organization, maintenance and existence of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates as a corporation, limited liability company or other entity; (c) all Records related to Taxes paid or payable by any Seller or any of its Affiliates, provided that Buyer shall be entitled to copies of Property Tax Returns relating to the Acquired Assets and copies of all Tax Returns of the Acquired Companies; (d) except with respect to the Acquired Companies, all shares of capital stock or other equity interests of any Seller or any of its Affiliates or securities convertible into or exchangeable or exercisable for shares of capital stock or other equity interests of any Seller or any of its Affiliates, including the entities listed on Schedule 2.2(d); (e) all properties, assets (including vessels) and rights of every nature of the entities listed on Schedule 2.2(d); (f) any (i) confidential personnel and medical records pertaining to any employees of Sellers or any of their respective Affiliates or (ii) other Records, in connection therewitheither case, that Sellers and their respective Affiliates are required by Law to retain, including Tax Returns, taxpayer and other identification numbers, financial statements and corporate or other entity filings; provided that, to the extent permitted by applicable Law, Buyer shall have the right to obtain copies of any portions of such retained Records and documents to the extent that such portions materially relate to the Business or any Acquired Asset or are otherwise necessary for Buyer to comply with applicable Law; (g) any current documents and prior insurance policies agreements relating to the Chapter 11 Cases or to the sale or other disposition of Seller and its Affiliates and all rights the Business, the Acquired Assets or any other asset of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than those to be delivered to Buyer in accordance with this Agreement; (i) all assets and rights of every nature (A) under or relating to the Purchased AssetsRetained Collective Bargaining Agreements in respect of (I) any current or former employees of any Seller or any Subsidiary of any Seller who are not Transferred Employees and (II) any Transferred Employee with respect to the pre-Closing period, and (B) in respect of the Benefit Plans or portions thereof which are not Assumed Benefit Plans (the “Retained Benefit Plans”), in each case including all associated funding media, assets, reserves, credits and service agreements, and all documents created, filed or maintained in connection therewith, together with any applicable insurance policies related thereto, (ii) all employment, personnel and compensation records relating to any current or former employee of any Seller or any Subsidiary of any Seller who is not, and does not become, a Transferred Employee, and (iii) those portions of employment, personnel and compensation records relating to the Transferred Employees that cannot be transferred to Buyer or one of its Affiliates under applicable Law; (i) all Permits and pending applications therefor to the extent related solely to any other Excluded Asset or the Excluded Liabilities; (j) all prepayments, good faith and other bid deposits submitted by any third party under the terms of the Bidding Procedures Order; (k) all Claims that Sellers or any of their respective Affiliates may have against any third Person solely with respect to any Excluded Assets or Excluded Liabilities, including all Claims against all professionals and services providers (other than as provided in Section 2.1(r)); (l) the bank accounts listed on Schedule 2.2(l) (but without limitation to Section 2.1(l) for the cash in such accounts); and (pm) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims Contracts set forth on Section 2.02(p) of the Disclosure SchedulesSchedule 2.2(m).

Excluded Assets. Purchaser acknowledges Parent and agrees Acquisition Sub expressly understand and agree that it is not acquiring any right, title or interest in, to or under any the following Assets and properties of the following assets Asset Seller and its Affiliates (collectively, the “Excluded Assets”):) shall be retained by the Asset Seller and its Affiliates, notwithstanding any other provision of this Agreement: (ai) any cash, checks, money orders, marketable securities, short-term instruments and other (A) all cash equivalents, funds in time and demand deposits on hand or similar accounts, and any evidence of indebtedness issued or guaranteed held by any Governmental Authoritybank or other third Person other than any cash reflected on the Final Closing Statement and (B) all rights to any bank accounts other than any Transferred Bank Accounts; (bii) any Accounts Receivablerights to any Tax refunds as a result of or with respect to Taxes with respect to any taxable period or portion thereof ending on or before the Closing Date; (ciii) all Actions (including counterclaims) and defenses against third parties relating to any Contracts of Seller the Excluded Assets or the Divesting Entities Excluded Liabilities as well as any books, records and privileged information relating thereto; (including all Contracts iv) the following Assets and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture properties of the Products), or rights therein or thereunderAsset Seller and its Affiliates, other than the Companies: (A) Tax Returns with respect to the Business or the Transferred Assets relating to any taxable period or portion thereof ending on or before the Closing Date; (B) any employee benefit plans, programs, arrangements and Contracts (including any retirement benefit and post-retirement health benefit plans, programs, arrangements and agreements) sponsored or maintained by such Persons and any trusts and other Assets related thereto, but excluding any Assumed Contracts; (dC) any Governmental Authorizationsthe Policies, other than those owned or maintained exclusively by the Transferred Governmental AuthorizationsCompanies; (eD) any deposits interest under this Agreement or advance payments in any document, certificate or instrument delivered pursuant to or in connection with respect to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any periodthis Agreement; (fE) any personnel and employment records for employees and former employees who are not Transferred Employees; (iF) all corporate minute books (and other similar corporate records) and stock records (other than those of the corporate Companies); (G) any books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related relating exclusively to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewithExcluded Assets; (gH) any current and prior insurance policies of Seller and its Affiliates and all rights of any nature with respect theretobooks, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property records or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than materials that the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (Sellers or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; (k) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased AssetsCompanies (1) are required by Law to retain, (2) reasonably believe are necessary to enable the Sellers or such Affiliate to prepare and/or file Tax Returns, or (3) is prohibited by Law from delivering to Parent and Acquisition Sub; provided that the Sellers will (if reasonably requested by Parent) provide Parent and Acquisition Sub with a true and complete copy of all books, records and other materials retained by Sellers pursuant to subsections (1) and (2) above that relate to the Companies, the Transferred Assets and Liabilities or the Business; (I) any shares of capital stock or other equity securities of any Person other than the Companies; and (pv) all claims, counterclaims, defenses, causes the Assets of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims Companies set forth on Section 2.02(p) of the Disclosure SchedulesSchedule 1.2(b)(v).

Excluded Assets. Purchaser acknowledges Notwithstanding anything to the contrary in this Agreement, nothing herein will be deemed to constitute an agreement to sell, transfer, assign or convey the Excluded Assets to Buyer, and agrees that it is not acquiring any the Selling Entities will retain all right, title or title, and interest to, in, to or and under any of the following assets (collectively, the Excluded Assets. The term “Excluded Assets”): ” means only the following assets, rights, and properties of the Selling Entities: (a) any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) any Accounts Receivable; (c) any Contracts of Seller or the Divesting Entities amounts (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), Purchase Price) paid or rights therein or thereunder, other than the Transferred Contracts; (d) any Governmental Authorizations, other than the Transferred Governmental Authorizations; (e) any deposits or advance payments with respect payable to Taxes; any claims, rights and interest in and to any refund or credit of Taxes (x) relating to the Purchased Assets or operation of the Business in each case, relating to taxable periods (or portion thereof) ending on or prior to the Closing Date or (y) of Seller and the Divesting Entities for any period; (f) (i) the corporate books and records of Seller and its Affiliates that are not Product Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege, (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents (other than any non-disclosure or confidentiality agreements that constitute Transferred Contracts) that were received from third parties in connection with their proposed acquisition of the Purchased Assets or the Products or that were prepared by Seller or any of its Affiliates in connection therewith; Subsidiaries pursuant to this Agreement or any other Transaction Document; (gb) any current and prior insurance policies shares of Seller and its Affiliates and all rights capital stock or other equity interest of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (h) any intellectual property or similar rights of Seller or its Affiliates, including Trademarks, domain names, telephone numbers, UPCs or similar rights or properties, other than the Transferred IP Rights; (i) subject to the terms of any other written agreement between Purchaser and Seller (or any of their respective Affiliates), any intellectual property or similar rights used to manufacture the API, in each case, other than the Transferred IP Rights; (j) any real estate owned or leased by Seller or any of its Affiliates; Seller’s Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of Seller or any of Seller’s Subsidiaries; (kc) any all minute books and other corporate books solely to the extent relating to a Selling Entity’s organization or existence, and all stock ledgers, corporate seals, and stock certificates of the Selling Entities (other than Tax Returns described in Section 2.01(b)(xx)); (d) all Excluded Records; (e) all Excluded Contracts; (f) sponsorship of all Seller Benefit Plans and all rights, claims title and interest in the assets held with respect to or otherwise relating to the same; (g) all rights to any Tax refunds or credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent relating to any Excluded Asset or any Retained Liability; Subsidiaries (l) all Plans and all employees of Seller, any Divesting Entity or any of their Affiliates; (m) that certain ▇▇▇▇ of Sale dated November 29, 2019 by and between Patheon Pharmaceuticals Inc. and Seller; (n) that certain Non-Exclusive License Agreement dated August 24, 2012 by and between Seller and ▇▇▇▇▇▇▇ Pharmaceuticals, Inc; (o) any other assets, properties or rights of Seller or any of its Affiliates other than the Purchased AssetsTax refunds or credits described in Section 2.01(b)(xi)); and (p) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, to the extent related to any Retained Liabilities or Excluded Assets, including rights to ▇▇▇ or recover and retain damages, costs and attorneys’ fees for past, present and future infringement or misappropriation of any IP Rights that are not (i) Transferred IP Rights or (ii) IP Rights licensed or granted under the License, including those claims set forth on Section 2.02(p) of the Disclosure Schedules.h)