Common use of Excluded Assets Clause in Contracts

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement); (b) Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreements.

Excluded Assets. Contributor does It is expressly understood and agreed that the Assets shall not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than include the Contributed Assets following (“the "Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:"): (a) the Licensed Intellectual Property including the Enabling Intellectual Property Except as otherwise provided in Section 2.1(j), cash and any Copyrights in software cash equivalents or computer code within the Licensed Intellectual Property (exceptsimilar type investments, in all such casesas certificates of deposit, to the extent licensed or sublicensed to Company under the Technology License Agreement)Treasury bills and other marketable securities; (b) Excluded Books and RecordsExcept as may be agreed pursuant to Section 2.8(g), any assets of any qualified or non-qualified pension or welfare plans or other deferred compensation arrangements maintained by the Contributor or any Affiliate thereof for employees of the Contributor or any Affiliate thereof prior to the Closing Date; (c) Excluded Machinery Any of the Contributor's or any Affiliate's right, title and Equipmentinterest in and to (i) the names and logos set forth on Schedule 2.2(c) and any other statutory names, trade names or trademarks, indications or descriptions of which such names or any name similar thereto forms a part and (ii) any other trade names, trademarks, trademark registrations or trademark applications, copyrights, copyright applications or copyright registrations or any derivative thereof or design used in connection therewith that are not used principally in the normal operation and conduct of and are not uniquely applicable to the Contributed Business; (d) Excluded Personal PropertyAll claims and rights against third parties (including, without limitation, insurance carriers, indemnitors, suppliers and service providers), to the extent they do not relate to the Assumed Liabilities; (e) Excluded Claims for refunds of Taxes for time periods ending on or before the Closing Date, which Taxes remain the liability of Contributor Contractsunder this Agreement; (f) All proteinsSubject to the Master Intellectual Property Agreement, nucleic acid chains, cell lines and other biological materials, any and all data of the Intellectual Property and information, resulting from Trademarks of the Contributor or generated under the programs directed to allergens conducted by or for Contributor prior any Affiliate thereof to the Closing Date under extent not used principally in the Collaboration Agreement between Maxygen, Inc. normal operation and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and conduct of or to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior extent not applicable to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensContributed Business; (g) All Trademarks items sold in the ordinary course of Contributor;business prior to the Closing Date, none of which individually or in the aggregate are material to the normal operation and conduct of the Contributed Business; and (h) All Contributor Benefit PlansThe tangible assets, intangible assets, real properties, contracts and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests rights, described in real property except pursuant to the Space Sharing AgreementsSchedule 2.2(h).

Excluded Assets. Contributor does not contributeThe following items (collectively, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement ) shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or not be included in the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate definition of Contributor. Specifically, the following assets are included among the Excluded Assets and are “Golf Course,” shall be specifically excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 transfer contemplated herein and shall not be conveyed to Purchaser pursuant to the terms hereof: 1.2.1 All property owned by Seller or any of its affiliates, not normally located at the Golf Course and used, but not exclusively, in connection with the operation of the Golf Course; 1.2.2 All (a) computer software and accompanying documentation (including all future upgrades, enhancements, additions, substitutions and modifications thereof), other than that which is commercially available, which are used by Seller or any affiliate thereof in connection with the Licensed Intellectual Property including property management system, the Enabling Intellectual Property reservation system, and all future electronic systems developed by Seller or any affiliate thereof for use with respect to the Golf Course, (b) all manuals, brochures, directives, policies, programs and other information issued by Seller, or any of its affiliates, or otherwise used in the operation of the Golf Course, (c) employee records which must remain confidential either under applicable legal requirements or under reasonable corporate policies of Seller or any affiliate thereof, (d) any right, title or interest in or any goodwill associated with any name containing the name “Kapalua” or any combination or variation thereof and any Copyrights in software related trademarks and any other related words, names, devices, symbols, logos, slogans, designs, brands, service marks, trade names, other distinctive features, or computer code within any combination of the Licensed Intellectual Property foregoing, whether registered or unregistered, used by Seller or any of its affiliates, (excepte) all trade secrets, in confidential information and all such casesother information, to the extent materials, and copyrightable or patentable subject matter developed, acquired, licensed or sublicensed used by Seller or any affiliate thereof, including, without limitation, materials relating to Company sales and marketing programs, revenue and inventory management programs, processes or systems, brand and pricing strategies, business and technology plans, and research and development reports, and (f) any information or agreements considered confidential or proprietary in nature under an agreement between Seller or any of its affiliates and any other parties, including, but not limited to, lenders, vendors, suppliers or prior owners. The foregoing shall apply regardless of the Technology License Agreementform or medium involved (e.g., paper, electronic, tape, tangible or intangible); (b) Excluded Books 1.2.3 All inventory for retail sale, all rental clubs, driving range balls, and Recordsany other inventory or items owned by Seller and sold from the golf pro shop located on the Land; (c) Excluded Machinery 1.2.4 All personal property owned by the Restaurant Lessee under the Restaurant Lease, including, without limitation, the furnishings and Equipmentmoveable equipment situated in the Restaurant Lease premises, all glassware, china, utensils, inventories and the liquor license; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins1.2.5 Any capital reserve, nucleic acid chainspersonal property reserve and/or tax and insurance escrow for the Golf Course, cell lines and whether held for the benefit of the holder of a mortgage, loan, deed of trust or other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior security instrument with respect to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit PlansGolf Course; and (i) Any real property leases 1.2.6 Working capital associated with or other interests in real property except pursuant set aside with respect to the Space Sharing AgreementsGolf Course.

Excluded Assets. Contributor does Notwithstanding any term herein to the contrary, neither Seller is selling, assigning, transferring, or delivering to Purchaser, and Purchaser is not contributepurchasing, transferaccepting, convey or assign acquiring from Sellers, any assets, properties, goodwill or rights to Company assets other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributorthose assets specifically set forth in Section 1.1 herein. Specifically, the following assets are included among the Excluded Acquired Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereofexclude without limitation: (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights cash, cash equivalents, or short-term investments of Sellers, except as specifically set forth in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License AgreementSection 1.1(d); (b) Excluded Books any rights of either Seller under this Agreement (or any other agreement between Purchaser and Recordsa Seller entered into on or after the Effective Date); (c) Excluded Machinery and Equipmentany capital stock of either Seller or its subsidiaries; (d) Excluded Personal Propertyall of each Seller’s corporate minute books and related records (including its Certificate or Articles of Incorporation, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance and existence of Seller as a corporation); (e) Excluded Contributor Contractsall of the intercompany loans and accounts receivable between Sellers; (f) All proteins, nucleic acid chains, cell lines any receivable or payable of either Seller relating to state or federal taxes and other biological materials, any rights of either Seller under any tax returns and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergenstax records; (g) All Trademarks any other receivable of Contributoreither Seller, except to the extent (i) of receivables or amounts due and unpaid which relate to customer services which services were rendered on or after the Effective Date or Software for periods on or after the Effective Date under the Assumed Contracts or Acquired Assets or (ii) as expressly provided in Section 8.3(b); (h) All Contributor Benefit Plansany corporate names of either Seller (for use as corporate names rather than in trademarks or service marks) and Primal’s “Primal Solutions No IP Transaction Left Behind” trademark (Serial No. 78729753), starburst design (Serial No. 78729726), and “No IP Transaction Left Behind” trademark (Serial No. 78725977); (i) any computer software used by either Seller in its accounting or general administrative functions, software relating to commercially available software developer licenses for various third-party products, and software licensed from a third-party which is not transferable; (j) all assets owned or held permits and governmental licenses of the Business (including but not limited to Seller’s City of Irvine, California business permit; and its permit with the Orange County Fire Authority); (k) all personnel records and other records that either Seller is required by law to retain in its possession; (l) all Contributor Benefit Plansinsurance policies and rights thereunder; and (im) Any real property leases all rights in connection with and assets of any employee benefit plans or other interests in real property except pursuant to the Space Sharing Agreementsprograms maintained for employees of either Seller.

Excluded Assets. Contributor does Notwithstanding any other provision of this Agreement, the Purchased Assets shall not include, and the Pfizer Parties and their Affiliates shall retain and shall not contribute, transfer, convey convey, assign or assign deliver to NewCo any assetsof the following (collectively, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) any assets of the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code Pfizer Parties that are not included within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)definition of Purchased Assets; (b) Excluded Books any Contracts or intercompany payables or receivables between and Recordsamong Pfizer and its Subsidiaries; (c) Excluded Machinery any cash, checks, money orders, marketable securities, short-term instruments and Equipmentother cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (d) Excluded Personal Propertyany Intellectual Property Rights (including retained rights under the Intellectual Property Rights owned by the Pfizer Parties and licensed to NewCo under the Patent and Know-How License Agreement) other than the Pfizer Assigned IP Rights; (e) Excluded Contributor Contractsany Pfizer Benefit Plan and any assets related thereto; (f) All proteinsall Tax losses and credits, nucleic acid chains, cell lines Tax loss and credit carry forwards and other biological materialsTax attributes, all deposits or advance payments with respect to Taxes, and all data and informationany claims, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”)rights, and Intellectual Property Rights interest in and to the foregoing which Intellectual Property Rights any refund, credit or reduction of Taxes, in each case relating to Excluded Taxes (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation regardless of one or more allergenswhen received); (g) All Trademarks all rights, claims or causes of Contributoraction of a Pfizer Party against Third Parties to the extent relating to any Excluded Asset or any Excluded Liability; (h) All Contributor Benefit PlansNon-Assignable Assets, and all assets owned subject to Section 2.5; (i) the assets, Contracts, equipment or held by all Contributor Benefit Plansother property listed on Schedule 2.2(i); and (ij) Any real property leases or all income Tax Returns and records and other interests in real property except pursuant Tax Returns to the Space Sharing Agreementsextent not exclusively related to the Purchased Programs or Purchased Assets. For the purposes of Section 2.1 and Section 2.2, the terms Purchased Assets and Excluded Assets, as applicable, shall not include any Tax assets.

Excluded Assets. Contributor does Notwithstanding the foregoing, the Assets shall not contributeinclude any of the following (collectively, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) any assets of the Licensed Intellectual Property including Sellers not relating to or used or held for use primarily in the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)Business; (b) Excluded Books the corporate seals, certificates of incorporation, minute books, stock books, tax returns, books of account or other records having to do with corporate organization and Recordsactions of the FS Tech Entities; (c) Excluded Machinery the rights which accrue or will accrue to the Sellers under this Agreement and Equipmentthe Other Agreements; (d) Excluded Personal Propertyall rights under any written or oral employment-related contract, agreement, commitment, arrangement, understanding, practice or authorization, except that any obligations of confidentiality and assignment of Intellectual Property shall be included as Assets, and all personnel and medical records of any current or former Business Employee to the extent the transfer of such records is prohibited by Law; (e) Excluded Contributor Contractsall cash or cash equivalents in transit, in hand or in bank accounts, with the exception of any cash or cash equivalents, in transit, in hand or in bank accounts that was collected on behalf of customers, is in the custody of a FS Tech Entity at Closing and will be remitted to customers; (f) All proteinsexcept to the extent included in Section 2.1(f), nucleic acid chainsall interest in and rights under insurance policies, cell lines including but not limited to life insurance and other biological materialsdirectors and officers liability policies, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation proceeds of one or more allergensinsurance; (g) All Trademarks of Contributorall Benefit Plans including any underlying assets, agreements, policies and rights in connection therewith; (h) All Contributor Benefit Plansall rights and benefits of every kind relating to the Excluded Assets and the Retained Liabilities; (i) consistent with Section 5.8, all accounts receivable due from any FS Tech Entity to Seller Parent or an Affiliate (excluding the other FS Tech Entities); (j) all rights to the “Federal Signal” trademarks, service marks, certification marks, collective marks, trade dress, logos, trade names, and brand and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all assets owned applications, registrations, and renewals in connection therewith (collectively, the “Retained ▇▇▇▇”); (k) the other assets, properties or held by all Contributor Benefit Plansrights set forth on Schedule 2.2(k); and (il) Any real property leases consistent with Section 5.8, all accounts payable to any FS Tech Entity from Seller Parent or an Affiliate (excluding the other interests in real property except pursuant to the Space Sharing AgreementsFS Tech Entities).

Excluded Assets. Contributor does The Purchased Assets do not contributeinclude any property or assets of Seller not described in Section 2.1 and Section 2.1A and, transfer, convey notwithstanding any provision to the contrary in Section 2.1 or assign any assets, properties, goodwill or rights to Company elsewhere in this Agreement (other than as set forth on Schedule 2.1(i)), the Contributed Purchased Assets do not include the following property or assets of Seller (all assets excluded pursuant to this Section 2.2, the “Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)[reserved]; (b) Excluded Books cash, cash equivalents, and Recordsbank deposits; (c) Excluded Machinery certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and Equipmentany other debt or equity interest in any Person; (d) Excluded Personal Propertyall assets used by Seller in performing corporate, support, administrative and other services from locations outside of the Territory; (e) Excluded Contributor Contractsall assets relating to the Benefit Plans, except for those assets transferred pursuant to Section 7.10; (f) All proteinsall information technology and communications equipment used in connection with any business of Seller other than the Business, nucleic acid chainswhich for the avoidance of doubt may also be used in connection with the Business and the operation of the Purchased Assets, cell lines such as network resources and other biological materials, and all data and information, resulting from integrated systems of Seller to which the IT Assets may connect or generated under with which the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensIT Assets may communicate; (g) All Trademarks (i) all agreements, contracts and understandings set forth on Schedule 2.2(g), (ii) all Material Contracts existing as of Contributorthe date hereof that are not set forth on Schedule 5.9(a) as of the date hereof, unless otherwise elected by Buyer, and (iii) except as otherwise provided in Section 7.1(b), any Business Agreement that is entered into after the date hereof that, if existing on the date hereof, would be required to be set forth on Schedule 5.9(a) as a Material Contract (all of the foregoing, the “Retained Agreements”); (h) All Contributor Benefit Plansany assets that have been disposed of by Seller in the ordinary course of business or otherwise in compliance with this Agreement after the date hereof and prior to the Closing; (i) all books and records other than the Documents; (j) the Seller Marks and any other Intellectual Property or rights therein; (k) any refund or credit related to Taxes paid by or on behalf of Seller, whether such refund is received as a payment or as a credit against future Taxes payable (except to the extent such Tax payments are charged to Buyer pursuant to Section 3.4 hereof); (l) except to the extent expressly provided in Section 2.1(h), all Claims of Seller against any Person; (m) all insurance policies, and all assets owned rights thereunder, including any such policies and rights in respect of the Purchased Assets or held by all Contributor Benefit Plansthe Business; (n) the rights of Seller arising under or in connection with this Agreement, any certificate or other document delivered in connection herewith, and any of the transactions contemplated hereby and thereby; and (io) Any real property leases or the assets and other interests in real property except pursuant to the Space Sharing Agreementsrights set forth on Schedule 2.2(o).

Excluded Assets. Contributor does Notwithstanding the provisions of Section 2.1, it is hereby expressly acknowledged and agreed that the Purchased Assets shall not contributeinclude, transferand neither Seller nor any Affiliate is granting, convey selling, transferring, assigning, conveying or assign delivering to Buyer or a Buyer Designee, and neither Buyer nor any assetsBuyer Designee is purchasing, propertiesacquiring or accepting from Seller or any Affiliate, goodwill any of the rights, properties or rights assets set forth or described in paragraphs (a) through (f) 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 Company other than herein as the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) any of Seller’s or its Affiliate’s receivables, cash, cash equivalents, bank deposits or similar cash items (other than deposits related to any Assumed Operational Leases) or employee receivables on or before the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)Closing Date; (b) Excluded Books and Recordsany Intellectual Property or Information of Seller or any Affiliate; (c) Excluded Machinery any (i) confidential or other personnel records pertaining to any Foundry Operation Employee to the extent applicable Law or the Seller’s established policies and Equipmentprocedures 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 obtain, to the extent permitted by Law and Seller’s established policies and procedures and subject to reasonable restrictions, and Seller shall deliver to Buyer, copies of any portions of such retained confidential personnel records and other books and records that relate to the Foundry Operation, the Purchased Assets, the Assumed Liabilities or the Foundry Operation Employees; and (iii) any information management system of Seller or any Affiliate of Seller (other than those exclusively used in the operation or conduct of the Foundry Operation or the Purchased Assets whether or not contained within computer hardware included as a Purchased Asset pursuant to Section 2.1(b)); (d) Excluded Personal Propertysubject to Section 5.7, any rights to, or the use of, the “The Research Foundation for the State University of New York” trademark (other than “STC MEMS” or “Smart System Technology + Commercialization Center”); (e) Excluded Contributor Contractsany Inventory other than the Net Inventory, provided, however, that Buyer acknowledges and agrees that Seller shall not be required to remove any Inventory from the Property regardless of whether Buyer is purchasing the same hereunder, unless Seller contests whether a particular item of Inventory should be classified as Net Inventory, in which case Seller shall have the right to remove such item at its sole cost and expense; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from any insurance policies or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation rights of one or more allergens;proceeds thereof; and (g) All Trademarks except as specified in Section 2.1, all other assets, properties, interests and rights of Contributor; (h) All Contributor Benefit Plans, and all assets owned Seller or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreementsany Affiliate.

Excluded Assets. Contributor does Notwithstanding Clause 2.1, Novartis shall not contributesell, transfer, or convey or assign any assetsto the Purchaser, properties, goodwill or rights to Company other than and the Contributed Assets Purchaser shall not purchase and acquire the following (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) subject to the license rights granted to the Purchaser in the License Agreement and the Supply Agreement, the Licensed Intellectual Property including IP; (b) the Enabling Intellectual Property name “Novartis”, “Ciba-Geigy” or “Sandoz”, or any trademark, service ▇▇▇▇, trade dress, logo, trade name or corporate name similar or related thereto; (c) the accounts receivable, pre-paid expenses and any Copyrights in software cash or computer code within the Licensed Intellectual Property (except, in all such cases, cash equivalents of Novartis or any of its Affiliates relating to the extent licensed Business, the Product or sublicensed the Transferred Assets for the period prior to Company under the Technology License Closing Date; (d) any real property or leaseholds (together with all fixtures and fittings related to any property), physical plant, machinery, equipment, supplies, motor vehicles or laboratory or office equipment; (e) any rights or assets outside the human pharmaceutical field (such as, for example, the use of the Drug Substance in the veterinary pharmaceutical field); (f) any domain names containing the word “Enablex” followed by a designation of a geographic location outside the Territory such as “.ch”, “.jp”, “.de”, “.uk”, “.ca” and “.cn” and the websites located at such domain names; (g) any Inventory (except as provided in the Supply Agreement); (bh) Excluded Books and Recordsany rights under Novartis’ insurance policies or self insurance which are related to the Business; (ci) Excluded Machinery originals of books and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteinsrecords that Novartis and its Affiliates are required to retain pursuant to any Law; provided, nucleic acid chainshowever, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights that (i) resulted from or were generated under Novartis and its Affiliates, as applicable, shall provide copies (redacted to the programs extent necessary to remove any confidential information not related to allergens conducted by the Business, Product or for Contributor prior Drug Substance in the Territory) of such books and records to the Closing Date under extent relating to the Alk-▇▇▇▇▇▇ Agreement Business, Product or Drug Substance in the Territory upon the Purchaser’s reasonable request and (ii) Novartis and its Affiliates, as applicable, may destroy such books and records in accordance with their prevailing records retention procedures to the extent such books and records are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation no longer required to be retained by Law so long as Novartis and its Affiliates have previously provided copies of one or more allergenssuch books and records pursuant to clause (i) of this Clause 2.2(i); (gj) All Trademarks any books and records relating to employees of Contributor; (h) All Contributor Benefit PlansNovartis and/or its Affiliates whose duties relate directly or indirectly to the Business, and all assets owned the Product and/or the Drug Substance in the Territory or held by all Contributor Benefit Plansrelate directly or indirectly to any Excluded Assets; and (ik) Any real property leases general books of account and books of original entry that comprise Novartis’ or other interests in real property except pursuant to the Space Sharing Agreementsan Affiliate’s permanent accounting or tax records.

Excluded Assets. Contributor does It is expressly understood and agreed that, notwithstanding anything to the contrary set forth herein, the Acquired Assets shall not contributeinclude the Asset Sellers’ right, transfertitle or interest in or to any of the following (each, convey or assign an “Excluded Asset”): (i) any assetsassets (including all rights, properties, goodwill or rights to Company claims, contracts, business, real property, leasehold interests in real property, equipment, machinery, vehicles, tools and other tangible personal property) other than those primarily used by the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or Asset Sellers in the Transaction Agreementsconduct of, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specificallyotherwise primarily related to, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)Business; (bii) Excluded Books and Recordsthe assets, properties or rights set forth on Schedule 1.1(c)(ii) attached hereto; (ciii) Excluded Machinery and Equipmentthe shares or other equity interests of any subsidiaries of either Asset Seller; (div) Excluded Personal Propertythe intercompany receivables from PKI Luxembourg held by PKI Germany and PKI Netherlands; (ev) Excluded Contributor Contractsall cash and cash equivalents or similar type investments, bank accounts, certificates of deposit, Treasury bills and other marketable securities; (fvi) All proteins, nucleic acid chains, cell lines the contracts and other biological materials, agreements listed on Schedule 1.1(c)(vi) attached hereto; (vii) all insurance policies and all data rights of the Asset Sellers to insurance claims, related refunds and informationproceeds thereunder; (viii) the rights which accrue or will accrue to PKI, resulting from the Equity Interest Sellers or generated the Asset Sellers under the programs directed this Agreement; (ix) all refunds of Taxes (as defined in Section 2.9(a)) relating to allergens conducted by all periods ending on or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and determined pursuant to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensSection 8.2; (gx) All Trademarks of Contributorall Business Benefit Plans and all assets, including all insurance policies and contracts, relating to such Business Benefit Plans; (hxi) All Contributor Benefit Plansall personnel and employment records, other than such personnel and all assets owned employment records that relate to the New Buyer Employees (to the extent the same may be assigned or held by all Contributor Benefit Planstransferred without violation of law); and (ixii) Any real property leases all actions, claims, causes of action, rights of recovery, choses in action and rights of setoff of any kind arising before, on or other interests in real property except pursuant after the Closing Date to the Space Sharing Agreementsextent relating to the items set forth above in this Section 1.1(c) or to any Excluded Liabilities (as defined in Section 1.1(e)).

Excluded Assets. Contributor does The Assets shall not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than include the Contributed Assets following specifically enumerated assets (the “Excluded Assets”): 2.2.1 All rolling stock, equipment and supplies associated with Seller’s current trucking operations, which are listed on Schedule 2.2.1. 2.2.2 All assets purchased for Seller’s suspended Heavy Crude Expansion Project (“HCEP”) that are not currently in use at the Tulsa Refinery and which are either (i) described on Schedule 2.2.2 or (ii) as of the Effective Date are stored in an area on the Owned Real Property referred to as the “Ball Field” or outside of the Owned Real Property and for which there is an associated purchase order related to the HCEP, none of which assets are intended for use in connection with capital improvements contemplated by Section 6.7.1.2. Such assets are referred to as the (“HCEP Property”). Company acknowledges that this Agreement shall give Company no . 2.2.3 Except as included in the Assets pursuant to Section 2.1.17, claims, demands, causes of action, choses in action, rights of recovery, rights of set-off, rights to refunds and similar rights in favor of the Seller or any Affiliate of the Seller of any kind 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 any Buyer or its Affiliates against the Seller or any of its Affiliates under this Agreement). 2.2.4 All: (i) privileged or proprietary materials, documents, software, data, information, and media owned by or licensed to the Seller or its Affiliates, any and all rights to use same, (ii) patent rights, inventions, shop rights, moral rights, know-how, show-how, trade secrets, and rights expressly granted in designs, drawings, artwork, plans, prints, manuals, models, design registrations, technical and customer information and data, lists of materials, patterns, records, diagrams, formulae, processes, product design standards, tools, prototypes, product information literature, computer files, computer software (including object code and source code), scripts, source code comments, technical documentation, user documentation, specifications, schematics, and rights in other confidential and proprietary technology and information; (iii) registered and unregistered copyrights and all registrations for, and applications for registration of, any of the foregoing; and (iv) registrations for, and applications for registration of, any of such items, but only to the extent that any of the foregoing items (i)-(iv) are not used exclusively in connection with the ownership of the Assets or the operation of the Facilities or the Business, and any registered or unregistered trademarks, service marks, logos, brand names, trade names, domain names, other names or slogans embodying business or product goodwill, and all other trademark rights (including trade dress), and all goodwill associated therewith. 2.2.5 All computer and data processing hardware, software 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. 2.2.6 Subject to the provisions of Section 6.3, 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 OSH Act standards for which transfer to the Buyers is permitted by Laws and provided that 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 each Buyer to make such records available to each Buyer or to the agency for purposes of the investigation. 2.2.7 All cash on hand and cash equivalents, including bank accounts, money market funds and temporary cash investments. 2.2.8 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. 2.2.9 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. 2.2.10 All Contracts of the Seller or any Affiliate of the Seller that (i) do not relate exclusively to the Assets or the operation of the Business as currently conducted by the Seller, (ii) relate exclusively to the Environmental Compliance Projects Contracts, and (iii) any Contract listed on Schedule 2.2.10 (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. 2.2.11 Subject to Section 10.6, 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. 2.2.12 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 Seller, its Affiliates or their respective employees. 2.2.13 All rights, titles, claims and interests of the Seller or any Affiliate of the Seller (i) except as otherwise specifically provided by this Agreement, under any policy or agreement of insurance, or (ii) except as may be otherwise specifically provided by this Agreement, to any insurance proceeds relating to events that occurred prior to the date of Closing, with respect to the Assets or the Business or relating to assets not included in the Assets. 2.2.14 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. 2.2.15 Any equity interest held by the Seller (or Affiliate thereof) in any Person. 2.2.16 Any planes, vehicles or communication, computer, clerical or accounting Equipment located outside of the boundaries of the Facilities on the date hereof, 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 that 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. 2.2.17 Any products produced at the Facilities that are in transit outside the Facilities as of and for which the Seller has issued an invoice prior to the Hydrocarbon Inventory Transfer Time. 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 bids received from other parties and analyses relating in any way to the Assets, the Assumed Liabilities and the Facilities, but excluding books, documents, records and files relating to the Assumed Environmental Liabilities. 2.2.20 All rights of Seller in the real property described on Schedule 2.1.19. 2.2.21 All rights of the Seller under or pursuant to this Agreement and/or and the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate other agreements and transactions contemplated hereby. 2.2.22 All rights of Contributor. Specifically, the following assets are included among Seller in the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:Hydrocarbon Inventory. (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement); (b) Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal 2.2.23 The AF Transport Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreements.

Excluded Assets. Contributor does The Transferred Assets shall not contributeinclude, transferand the Seller reserves and retains all right, convey or assign any assetstitle and interest in and to the following (collectively, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) the Licensed Intellectual Property all real property, including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, real property subject to the extent licensed or sublicensed to Company under the Technology License Lease and Access Agreement); (b) Excluded Books all inventory, including raw materials, intermediates, products, byproducts and Recordswastes that is stored in the Tankage or the storage facilities located at the Terminal at or prior to the Closing; (c) Excluded Machinery and Equipmentthe rights of the Seller to the name “Delek” or any related or similar trade names, trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof; (d) Excluded Personal Property;all of the Seller’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 Transferred Assets 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; HOU02:1274360 8 (e) Excluded Contributor Contracts;all rights, titles, claims and interests of the 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 regard to any taking or (iv) to any insurance or bond proceeds; and (f) All proteinsall claims, nucleic acid chainsdemands, cell lines and other biological materialscauses of action, choses in action, rights of recovery, rights of set-off, rights to refunds, and all data and information, resulting from similar rights in favor of the Seller or generated under any of their Affiliates of any kind to the programs directed extent relating to allergens conducted by (i) the Excluded Assets or for Contributor (ii) the ownership of the Transferred Assets prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, Effective Time (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and other than any damage to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor Transferred Assets not repaired prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing AgreementsEffective Time).

Excluded Assets. Contributor does not contribute, transfer, convey Notwithstanding anything in this Section 2.1 or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that elsewhere in this Agreement shall give Company no rights to the contrary or anything to the contrary in any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the other Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. SpecificallyDocument, the Assets shall not include the following assets are included among (collectively, the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:"EXCLUDED ASSETS"): (a) any cash and cash equivalents, accounts and notes receivable and securities (including capital stock of Affiliates) of the Licensed Intellectual Property Seller or any of its Affiliates (including the Enabling Intellectual Property all intercompany and any Copyrights in software or computer code within the Licensed Intellectual Property (exceptintracompany receivables, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreementbank account balances and all ▇▇▇▇▇ cash); (b) Excluded Books any amounts payable to or claims or causes of action of the Seller or any of its Affiliates in respect of Taxes, including duty drawbacks, Tax credits and RecordsTaxes refundable to the Seller or any of its Affiliates in respect of transactions prior to the Effective Time or in respect of the period or portion thereof ending on or prior to the Effective Time; (c) Excluded Machinery and Equipmentany refunds due from, or payments due on, claims with the insurers of Seller or any of its Affiliates in respect of losses arising prior to the Effective Time; (d) Excluded Personal Propertyall books, documents, records and files prepared in connection with or relating to the transactions contemplated by this Agreement, including bids received from other parties and analyses relating to the Operations; (e) Excluded Contributor other than the Assumed Contracts and the license agreements for Transferred Business Applications, any rights of the Seller or any of its Affiliates under any contract, arrangement or agreement (including this Agreement, any other Transaction Document or any of the Company-Wide Contracts); (f) All proteins, nucleic acid chains, cell lines and other biological materials, any and all data and information, resulting from or generated under the programs directed to allergens conducted Intellectual Property owned by or for Contributor prior licensed to the Closing Date under the Collaboration Agreement between Maxygen, Inc. Seller or any of its Affiliates (and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”any tangible embodiments of any such property), including any rights in the Third Party Licenses, any Patent Cross License, Design Tools, any computer software and the Network Identifiers, other than Sellers' or Designated Sellers' rights or interests in Intellectual Property Rights in and licensed to the foregoing which Intellectual Property Rights (i) resulted from Seller or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensits Affiliates in a Transferred Business Applications; (g) All Trademarks of Contributorany and all employee data, other than the Employee Information; (h) All Contributor Benefit such portion of the Operations Information that the Seller or Seller's Affiliates are, in the reasonable opinion of Seller's counsel, required by Law or by agreement with a Third Party to retain and competitively sensitive information regarding Contracts which are not Assumed Contracts, or license agreements for Transferred Business Applications, provided that the Purchaser shall be provided copies of such material unless contrary to Law or agreement with a Third Party; (i) any asset of the Seller or any of the Seller's Affiliates that would constitute an Asset (if owned by the Seller or a Designated Seller on the relevant Closing Date) that is conveyed or otherwise disposed of during the period from the date hereof until the relevant Closing Date (y) in the ordinary course of business and not in violation of the terms of this Agreement or (z) as otherwise expressly permitted by the terms of this Agreement; (j) the Seller's Employee Plans, ; (k) title to the Leased Equipment; (l) the Corporate Desktop Software; (m) the Excluded Business Applications and all the Licensed Business Applications; (n) the Shared Labs and the equipment located therein; (o) Obsolete Equipment; (p) the other assets owned and rights listed or held by all Contributor Benefit Plansdescribed in Schedule 2.1(2)(p); and (iq) Any real property leases any and all other assets or other interests rights of the Seller or the Seller's Affiliates not specifically included in real property except pursuant to the Space Sharing AgreementsSection 2.1(1).

Excluded Assets. Contributor does Notwithstanding anything contained in Section 1.1 hereof to the contrary, Seller is not contributeselling, transferand Purchaser is not purchasing, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or Agreement, any of the Transaction Agreementsfollowing, including any drug research or development program, drug target, product, product candidate or prospective product candidate all of Contributor. Specifically, which shall be retained by Seller (the following assets are included among the "Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:Assets"): (a) the Licensed Intellectual Property including the Enabling Intellectual Property Any cash, investments and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)other cash equivalents; (b) Excluded Books Seller's minute books, Tax returns and Recordsother organizational documents, and Seller's financial records and employment records, other than those employment records pertaining to Employees and allowed to be transferred to Purchaser under applicable Laws; (c) Excluded Machinery and EquipmentAssets of Seller that are not used in or necessary for the operation of the Business, but as of the Closing Date, are subleased to Affiliates of Seller or other divisions of Seller, including the assets set forth on Schedule 1.2(c); (d) Excluded Personal PropertyAll qualifications to transact business as a foreign corporation, arrangements with registered agents with respect to foreign qualifications, and taxpayer and other identification numbers; (e) Excluded Contributor ContractsAny Tax benefits and rights to refunds, including rights to any net operating losses; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from Any contracts or generated under the programs directed rights relating to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensborrowed money; (g) All Trademarks Any contracts, agreements or rights between Seller and any of Contributorits Affiliates, including any Tax-sharing agreements; (h) All Contributor Benefit Plansinsurance contracts and policies, insurance refunds from prepaid insurance, and all assets owned insurance deposits, recoveries and rights under any current or held by all Contributor Benefit Plans; andprior insurance contracts or policies; (i) Any pension, profit sharing, welfare or other benefit plans, and any assets, contracts or rights relating to any such plans; (j) The trademarks, trade names and business names "Amcast," "Izumi" and any and all variations thereof and any related goodwill, trademark applications and registrations, and internet domain names which consist of or incorporate the names "Amcast" and "Izumi" and any and all variations thereof; (k) The real property leases or other interests in real property except pursuant to the Space Sharing Agreements.lease described on Schedule 1.2

Excluded Assets. Contributor does The Purchased Assets shall not contributeinclude any property or assets of Seller not described in Section 2.1 and, transfernotwithstanding any provision to the contrary contained in Section 2.1 or elsewhere in this Agreement, convey or assign the Purchased Assets shall not include any of the following specifically enumerated properties, assets, properties, goodwill or rights to Company other than and interests of the Contributed Assets Seller (the “Excluded Assets”). Company acknowledges that this Agreement shall give Company no ): 2.2.1 Claims, demands, causes of action, choses in action, rights of recovery, rights of set-off, rights to refunds and similar rights in favor of the Seller or any Affiliate of the Seller of any kind to the extent (i) relating to the Excluded Assets or the Excluded Liabilities, (ii) relating to the ownership of the Purchased Assets, or operation of the Business, prior to the Closing Date, except to the extent relating to a Prepayment or to a right or obligation that extends after Closing or (iii) identified on Schedule 2.2.1. 2.2.2 Other than those Purchased Assets described in Section 2.1.11(A), all privileged or proprietary materials, documents, information, media, methods and processes owned by or licensed to the Seller or its Affiliates and any and all rights to use same, including intangible assets of an intellectual property nature such as trademarks, service marks and trade names (whether or not registered), computer software that is proprietary to the Seller or its Affiliates, or the use of which under the pertinent license therefor is limited to operation by the Seller or its Affiliates or on equipment owned by the Seller or its Affiliates, all promotional or marketing materials (including all marketing computer software), and any and all trade names under which the Seller or the Purchased Assets prior to Closing have done business or offered services, and all abbreviations and variations thereof. 2.2.3 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 Business or the Facilities as currently conducted by the Seller. 2.2.4 Subject to Section 2.1.8, any and all employment and medical records of Retained Employees and any and all medical records of Current Employees, whether or not maintained at the Facilities. 2.2.5 All cash on hand and cash equivalents, including bank accounts, money market funds, temporary cash investments and other deposits, excluding the Prepayments. 2.2.6 All (i) Contracts of the Seller or any Affiliate of the Seller that do not relate exclusively to the Purchased Assets or the operation of the Business as currently conducted by the Seller, (ii) Branded Sales Contracts, and (iii) Contracts set forth on Schedule 2.2.6 (collectively, the “Excluded Contracts”). 2.2.7 All Licenses and Permits of the Seller or any Affiliate of the Seller that do not relate exclusively to the Purchased Assets or to the operation of the Business as currently conducted by the Seller, all of which material Licenses and Permits are identified in Schedule 2.2.7. 2.2.8 All of the Seller’s and any of its Affiliates’ right, title and interest in and to (i) all accounts receivable and all notes, bonds, and other evidences of indebtedness of and rights expressly granted to receive payments arising out of or related to sales, services, rentals and other activities of the Business occurring in connection with and attributable to the ownership or operation of the Purchased Assets or the Business prior to the Closing, and (ii) the Credit Support Arrangements, and (iii) 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. 2.2.9 All of the Seller’s rights and obligations arising under any outstanding receivable or payable, which arose prior to the Closing, between any Seller, on the one hand, and any Affiliate of a Seller, on the other hand. 2.2.10 Any and all accounting and Tax files, Tax books, Tax records, Tax returns and Tax work papers related to the Purchased Assets exclusive of property tax files, provided, however, that Buyer and its representatives shall be provided reasonable access to and copies of such records as are necessary for Buyer to supplement or modify the Financial Statements, as defined below in Section 5.8. 2.2.11 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 Seller, its Affiliates or their respective employees. 2.2.12 All rights, titles, claims and interests of the Seller or any Affiliate of the Seller (including any officers or directors of such Persons) (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 with respect to the Purchased Assets that have occurred prior to the date of this Agreement, or (iv) to any insurance or bond proceeds. 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, communication, computer, clerical or accounting equipment presently located outside of the boundaries of the Facilities that have historically been located outside of the boundaries of the Facilities (or hereafter acquired and located outside of the boundaries of the Facilities, except for Equipment acquired in replacement of the Equipment presently located within the boundaries of the Facilities) and which is not used exclusively in connection with the ownership of the Purchased Assets or the operation of the Business as it is currently conducted by the Seller. 2.2.16 Other than the Pipeline Throughput and Deficiency Agreement and the Owned Real Property, all rights, titles, claims and interests of the Seller or any Affiliate of the Seller to any agreements, deeds, leases, easements, franchises, licenses, permits and other documents respecting pipelines and pipeline rights. 2.2.17 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. 2.2.18 All books, documents, records and files prepared in connection with or relating in any way to the transactions contemplated by this Agreement, including analyses relating in any way to the Purchased Assets, the Assumed Liabilities and the Facilities. 2.2.19 All rights of the Seller under or pursuant to this Agreement and/or and the Transaction Agreementsother agreements and transactions contemplated hereby. 2.2.20 All rights in or to the franchise of the Seller to be a corporation or its charter, including corporate minute books, stock books and other records relating to its corporate existence and capitalization. 2.2.21 The Equipment identified on Schedule 2.2.21, which Schedule also includes significant equipment owned by Third Parties that is located at the Facilities and affixed to the Owned Real Property. 2.2.22 Miscellaneous assets, if any, identified by category on Schedule 2.2.22. 2.2.23 Any other assets, properties and rights of the Seller or any drug research of its Affiliates that are not used exclusively in the ownership of the Purchased Assets or development program, drug target, product, product candidate or prospective product candidate the operation of Contributorthe Business as it is currently conducted by the Seller. Specifically, The Buyer shall permit the following assets are included among Seller to store (without charge by the Buyer for storage and without liability by the Buyer) any and all of the Excluded Assets at the Facilities for a period of up to one hundred eighty (180) days following the Closing, and are excluded the Seller may remove at any time and from time to time, during such one hundred eighty (180) day period, the Excluded Assets from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: Facilities (a) at the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement); (b) Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”Seller’s expense), and Intellectual Property Rights provided that the Seller shall do so in and to a manner that does not unduly or unnecessarily disrupt the foregoing which Intellectual Property Rights (i) resulted from or were generated under Buyer’s normal business activities at the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing AgreementsFacilities.

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than Notwithstanding the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate provisions of Contributor. SpecificallySection 1.1, the following properties, assets and rights (the "Excluded Assets") shall not be transferred to Purchaser and therefore are included among not a part of the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereofPurchased Assets: (a) all cash (whether positive or negative), marketable securities and other cash equivalents of Seller as of the Licensed Intellectual Property including Closing Date, inclusive of any unbooked accounts receivable represented by uncollected C.O.D. accounts outstanding as of the Enabling Intellectual Property and any Copyrights Closing Date (collectively, the "Hold Tickets"), which Hold Tickets will be treated in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)manner contemplated by Section 3.12 hereof; (b) Excluded Books and Recordsall rights under contracts relating to the NPAC Business (and, accordingly, the term "Covered Accounts" shall not include any accounts of Seller to the extent related to the NPAC Business); (c) Excluded Machinery all trademarks, service marks, trade names, service names, logos and Equipmentother like proprietary rights of Seller or any Affiliates, except for those set forth on Schedule 1.1(m); (d) Excluded Personal Propertyall rights of Seller or any Affiliate to tax refunds, however arising, relating to the Purchased Assets and the Business for taxable periods prior to and including the Closing Date; (e) Excluded Contributor Contractsall rights of Seller to any reimbursements from governmental entities for environmental remediation or condemnation relating to any period prior to and including the Closing Date, as well as all rights of Seller to reimbursement from governmental entities for environmental remediation relating to payments actually made subsequent to the Closing Date, except as otherwise contemplated by Section 6.9(c); (f) All proteinsall rights of Seller or its Affiliates in and to all of its proprietary software (except to the extent such software is listed on Schedule 1.1m), nucleic acid chainsSeller's LinenHelper and LinenKeeper software package, cell lines training and other biological technical manuals and aids, handbooks, videos, sales training materials, other proprietary materials relating generally to Seller or its company-wide operations, and those items or instructional aids constituting Seller's ▇▇▇▇▇ System driver training module; (g) all data rights of Seller or its Affiliates in and information, resulting from or generated under to (i) the programs directed Contract relating to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇▇▇▇ AS dated February 8▇▇▇▇▇ Company and identified on Schedule 4.20 as item no. 1 thereon; and (ii) the Real Estate Leases relating to the property located at ▇▇▇▇▇ ▇, 2001▇▇▇ ▇, (the “Alk-▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Agreement”)and ▇▇▇▇▇ ▇▇ ▇▇▇▇, and Intellectual Property Rights ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇; except in and the event Purchaser provides written notice to the foregoing which Intellectual Property Rights (i) resulted from Seller, on or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under Date, of Purchaser's intention to include such Contract or Real Estate Lease(s) in the Alk-definition of Purchased Asset hereunder (to the extent such Real Estate Lease(s) are excluded hereunder, such Real Estate Lease(s) shall be hereinafter referred to as the "Excluded Leases"); (h) all rights of Seller or its Affiliates in and to (i) any and all contracts with American Print Towel, (ii) the Supply Agreement dated June 21, 1996 between Seller and Standard Textile Co., Inc. ("Standard Agreement"), (iii) the Supply Agreement dated June 28, 1996 between Seller and Artex International, Inc. ("Artex Agreement"), and (iv) the Agreement to provide Wastewater treatment Services, dated June 28, ▇▇▇▇ ▇▇▇▇▇▇▇ Agreement ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ and (ii) are solely related toNational Uniform Services Opa Locka, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensFL; (gi) All Trademarks all rights of ContributorSeller or its Affiliates in and to any and all employment agreements for Employees of the Business including without limitation those employment agreements identified on Schedule 4.10 hereto and any and all severance agreements with Employees of the Business including without limitation those severance agreements identified on Schedule 4.10 hereto; (hj) All Contributor Benefit Plans, and all rights of Seller under this Agreement; (k) any assets owned or held by all Contributor Benefit Planswhich are excluded prior to the Closing in accordance with Section 1.5(c)(ii)(3); and (il) Any real property leases any and all other properties, assets and rights of Seller or other interests an Affiliate which are not expressly listed or referred to in real property except pursuant to the Space Sharing AgreementsSection 1.1.

Excluded Assets. Contributor does Notwithstanding anything to the contrary contained --------------- herein, it is expressly understood and agreed that the Station Assets shall not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, include the following assets are included among along with all rights, title and interest therein (the "Excluded Assets Assets"): 1.2.1 all cash and are excluded from the contributioncash equivalents of Seller on hand and/or in banks, transferincluding without limitation certificates of deposit, conveyancecommercial paper, assignment treasury bills, marketable securities, asset or delivery provided for under Section 2.1 hereof: (a) the Licensed Intellectual Property including the Enabling Intellectual Property money market accounts and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, similar accounts or investments; 1.2.2 all investment securities and accounts receivable or notes receivable for services performed by Seller in connection with the operation of the Station prior to the extent licensed or sublicensed to Company under the Technology License Agreement)Closing Date; (b) Excluded Books 1.2.3 all tangible and Recordsintangible personal property of Seller not specifically described or listed on Schedule 7.4, Schedule 7.12, or Schedule ------------ ------------- -------- 1.1.2 or in Sections 1.1.5-.7 above including, but not limited to, the ----- Station's call letters "WJET"; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins1.2.4 all Contracts which are not specifically described or listed on Schedule 7.9, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by which have terminated or for Contributor expired prior to the Closing Date under in ------------ the Collaboration Agreement between Maxygenordinary course of business consistent with the past practices of Seller; 1.2.5 Any right to use the name "NextMedia Group" or any variation thereof, Inc. Seller's corporate seals, minute books, charter documents, corporate stock record books and Alk-▇▇▇▇▇▇ AS dated February 8such other books and records as pertain to the organization, 2001existence or share capitalization of Seller and duplicate copies of such financial records as are necessary to enable Seller to file its tax returns and reports, (as well as any other records or materials relating to Seller generally and not involving or relating to the “Alk-▇▇▇▇▇▇ Agreement”)Station Assets or the business or operations of the Station; 1.2.6 contracts of insurance, and Intellectual Property Rights in and any insurance proceeds or claims made by, Seller relating to the foregoing which Intellectual Property Rights (i) resulted from property or were generated under the programs related to allergens conducted equipment repaired, replaced or restored by or for Contributor Seller prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensDate; 1.2.7 all pension, profit sharing or cash or deferred (gInternal Revenue Code Section 401 (k)) All Trademarks of Contributorplans and trusts and the assets thereof and any other employee benefit plan or arrangement and the assets thereof, if any, maintained by Seller; (h) All Contributor Benefit Plans, 1.2.8 all of Seller's rights in and to all assets owned or held by causes of action; 1.2.9 all Contributor Benefit Planstax refunds relating to the period prior to the Closing Date; and (i) Any real 1.2.10 any right, property leases or other interests asset described in real property except pursuant to the Space Sharing Agreements.Schedule 1.2.10. ---------------

Excluded Assets. Contributor does not contributeNotwithstanding anything to the contrary in this Agreement, transferthere shall be excluded from the Acquired Assets to be sold, convey assigned, transferred, conveyed or assign delivered to Buyer or its designee hereunder, and to the extent in existence on the Closing Date, there shall be retained by Seller, any and all right, title or interest to the following assets, propertiesproperties and rights (collectively, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) (i) the Licensed Intellectual Property property comprising or constituting any or all of the T&D Assets located at the Sites (whether or not regarded as a “transmission,” “distribution” or “generation” asset for regulatory or accounting purposes), (A) including the Enabling Intellectual Property all switchyard facilities, substation facilities and any Copyrights in software or computer code within the Licensed Intellectual Property (exceptsupport equipment, in as well as all such casesPermits and Contracts, that relate primarily to the extent licensed T&D Assets but (B) excluding any Transferred Permit, Permit Application or sublicensed Assigned Contract or any “Producer’s Facilities” (as such term is defined in the Operations Coordination and Interconnection Agreement, between Constellation Power Source Generation, Inc. and Baltimore Gas and Electric Company, dated June 14, 2000, effective July 6, 2011) relating solely to the Facilities, and (ii) those certain assets and facilities identified exclusively for use by Baltimore Gas and Electric Company under the Technology License Agreement)and its Subsidiaries for telecommunications purposes; (b) all Cash, checkbooks and canceled checks, bank deposits and property or income tax receivables or any other Tax refunds to the extent allocable to a period (or portion thereof) ending on or before the Closing Date and to the extent paid by or on behalf of Seller or its Affiliates, in each case other than any such item (i) included as a current asset in Working Capital or (ii) for which an adjustment to the Purchase Price was made pursuant to this Agreement, including Section 2.10; (c) any properties, assets, rights, equipment, business, operation, subsidiary or division of Seller or any of its Affiliates (other than the Acquired Entity), whether tangible or intangible, real, personal or mixed, not expressly set forth in Section 2.1; (d) any and all of Seller’s rights in any contract or arrangement representing an intercompany transaction, agreement or arrangement between Seller and an Affiliate of Seller, whether or not such transaction, agreement or arrangement relates to the provisions of goods or services, payment arrangements, intercompany charges or balances or the like including, but not limited to, the Terminated Contracts, but excluding any Assigned Contract; (e) all rights of Seller or its Affiliates (other than the Acquired Entity) in and to any causes of action against a third party (i) relating to any period ending on or before the Closing Date, or (ii) arising from any event, action or inaction occurring on or before the Closing Date, whether received as a payment or credit against future liabilities, including any rights or interests in respect of any refunds relating to certain Taxes paid by Seller for periods ending on or before the Closing Date, as such Taxes are to be prorated in accordance with Section 2.10, insurance proceeds, and, except as otherwise set forth in Section 5.14, condemnation awards, Excluded Assets or Excluded Liabilities, but excluding any such rights of Seller or its Affiliates (other than the Acquired Entity) to the extent the associated third party claims relate to an Assumed Liability or an Acquired Asset; (f) Seller’s Marks; (g) the corporate seals, charter documents, minute books, stock books, Tax Returns (subject to Section 5.11 and Section 5.12), books of account, records having to do with the corporate organization of Seller and all other books and records of Seller and its Affiliates (other than the Acquired Entity) other than the Books and Records; (ch) Excluded Machinery and Equipmentthe rights which accrue or will accrue to Seller under this Agreement or any of the Ancillary Agreements; (di) Excluded Personal Propertyinsurance policies of Seller and its Affiliates and, except as otherwise provided in this Agreement (including Section 5.13), insurance proceeds therefrom; (ej) Excluded Contributor Contractsrecords relating to the employees of Seller and its Affiliates other than those Transferred Employees who become employed by Buyer or its Affiliates, to the extent permitted by applicable Law; (fk) All proteinssoftware not included in the Acquired Assets; (l) the real property consisting of Lot 1, nucleic acid chainscontaining 27.561 acres, cell lines and other biological materialsmore or less, and all data and information, resulting from or generated under as shown on the programs directed to allergens conducted plat prepared by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-& ▇▇▇▇▇▇▇ Agreement”)Associates, and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-Inc. entitled “Revision of ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Agreement ▇▇▇▇▇▇ Subdivision Plat, ▇▇▇ ▇, ▇▇▇▇▇ ▇ – ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇ – Parcel 2R and Tract 3,” dated June 26, 2012 and recorded or intended to be recorded among the Plat Records of ▇▇▇▇ Arundel County, Maryland, together with (i) all improvements thereon, including the Office Building, but excluding the portions of the Shared Sanitary Sewer Line, the Warehouse Sanitary Sewer Line, and the Warehouse Storm Water Line located upon Lot 1, and (ii) are solely related to, or solely useful forsubject to the terms of the Reciprocal Easement Agreement, the discoveryFire Protection Water Supply Facilities and the Potable Water Supply Facilities, researchwhether located on Lot 1 or on the sites of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Facility or the ▇.▇. ▇▇▇▇▇▇ Facility, development, manufacture, commercialization or other exploitation of one or more allergensas all such capitalized terms are defined in the Reciprocal Easement Agreement; (gm) All Trademarks of Contributor; (h) All Contributor Benefit Plansany assets, and all including assets owned set aside in trust, with respect to employee benefit plans, programs or held arrangements maintained or contributed to by all Contributor Benefit PlansSeller or its Affiliates; and (in) Any real property leases the right, title and interest of Seller in, to and under all Emission Allowances of Seller or any of its Affiliates (other interests in real property except pursuant to than the Space Sharing AgreementsEmission Allowances set forth on Schedule 2.1(l)).

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that Notwithstanding anything in this Agreement to --------------- the contrary, Seller shall give Company no rights to any Excluded Assets retain from and rights expressly granted pursuant to this Agreement and/or after the Transaction AgreementsClosing all of its direct and indirect right, including any drug research or development programtitle and interest in and to, drug targetand there shall be excluded from the Asset Purchase, product, product candidate or prospective product candidate of Contributor. Specificallythe Stock Purchase and the Transferred Assets, the following assets are included among (collectively, the "Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:Assets"): --------------- (a) cash, bank accounts and marketable securities of Seller (other than the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License AgreementShares); (b) Excluded Books and Recordsall assets of Seller not Related to the Business; (c) Excluded Machinery Seller's rights under all insurance policies, including insurance policies in respect of directors and Equipmentofficers and to all claims against insurance carriers; (d) Excluded Personal Propertyall amounts owed by Seller or any of its Affiliates (other than the Company or the Division) to the Company or the Division, whether or not Related to the Business. For purposes of this Agreement, an "Affiliate" is --------- any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or under common control with such Person; (e) Excluded Contributor Contractsall returns, reports, notices, forms, declarations, claims for refund, estimates, elections, information statements or other documents relating to any Tax, including any schedule or attachment thereto, and any amendment thereof ("Tax Returns") so long as copies of such Tax Returns ----------- insofar as they relate exclusively to the Company are included in the Transferred Assets; (f) All proteins, nucleic acid chains, cell lines all Books and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior Records Related to the Closing Date under Business which Seller is required by law to retain, so long as copies of such Books and Records are included in the Collaboration Agreement between MaxygenTransferred Assets; (g) subject to Sections 5.10(c) and 5.12 below, Inc. and Alk-all rights to the names "▇▇▇▇-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and ," "Ziff," "ZD," any derivation or other variation of such terms whether or not Related to the foregoing which Intellectual Property Rights (i) resulted from Business and all other trademarks and trade names, service marks, trade dress, domain names or were generated under the programs related to allergens conducted by logos of Seller or for Contributor prior any of its Affiliates that are not Related to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of ContributorBusiness; (h) All Contributor Benefit Plans, and all assets owned sold or held otherwise disposed of by Seller or any of its Affiliates in the ordinary course of business prior to the Closing Date; (i) all Contributor Benefit Plansrights, claims, credits, causes of action or rights of set-off against third parties pertaining to the Excluded Assets; and (ij) Any real property leases or other interests in real property except pursuant subject to Sections 5.15 and 6.1, Seller's rights under any Contract Related to the Space Sharing AgreementsBusiness for which consent to assignment is required and has not been obtained as of the Closing Date.

Excluded Assets. Contributor does Notwithstanding the foregoing, the Seller is not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than selling and the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted Buyer is not purchasing pursuant to this Agreement and/or Agreement, and the Transaction Agreementsterm "ACQUIRED ASSETS" shall not include, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among (the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:"EXCLUDED ASSETS"): (a) any of the Licensed Intellectual Property including the Enabling Intellectual Property and Seller's title to, interest in or rights with respect to any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, real property other than to the extent licensed or sublicensed to Company under set forth in the Technology License AgreementSublease Agreements (as hereinafter defined); (b) Excluded Books any of the Seller's cash, marketable or other securities, commercial paper and Recordscash equivalents or other investments, on hand or in bank accounts, and all of the Seller's bank accounts; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materialsany computers not used primarily in the MMIC Business, and all any software embodied in any such computers, any communication or data network systems not used primarily in the MMIC Business, and information, resulting from or generated under any other equipment used to support the programs directed to allergens conducted by or for Contributor prior to MMIC Business but not located at the Closing Date under the Collaboration Agreement between Maxygen, Inc. Seller's facilities at 13510 and Alk-▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ (the "NORTH BUILDING" and the "RESEARCH EAST BUILDING", respectively, and collectively, the "MMIC FACILITIES"); (d) any rights under the Asset Purchase Agreement dated as of January 4, 1997 between Parent and TI (ii) are solely related tothe "TI ASSET PURCHASE AGREEMENT"), or solely useful forunder any agreement entered into in connection therewith; (e) any other assets of the Seller not used primarily in the MMIC Business except to the extent the use of such assets is determined pursuant to Section 1.3; (f) any rights to any patents, the discoverycopyrights, researchmask works, developmentinvention disclosures, manufactureknow-how, commercialization trade secrets, technical information and other data, operating procedures, technology or other exploitation of one or more allergensintellectual property not included in the MMIC Business Intellectual Property; (g) All Trademarks of Contributorany rights to any tradenames, trademarks or corporate names, including, without limitation, the tradenames, trademarks or corporate names "Raytheon", "TI", "Raytheon TI Systems" and any derivations thereof; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreements.

Excluded Assets. Contributor does It is expressly understood and agreed that the Assets shall not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than include the Contributed Assets following (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specificallytogether, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:"EXCLUDED ASSETS"): (a) Any equity interest in the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)Sellers; (b) Excluded Books and RecordsAny of the Division assets that are consumed, sold or disposed of in the ordinary course of the Business or otherwise in accordance with SECTION 4.2 prior to the Closing Date; (c) Excluded Machinery Any refunds or credits with respect to any Income Taxes (as defined in SECTION 1.5(A)) paid or incurred by the Sellers (plus any related interest received or due from the relevant taxing authority), any prepaid Income Taxes of the Sellers and Equipmentany other rights related to Income Taxes of the Sellers; (d) Excluded Personal PropertyAny assets of the Sellers not utilized primarily in the Business and all rights of the Sellers under this Agreement or related to the transaction contemplated by this Agreement; (e) Excluded Contributor ContractsThe Sellers' right, title and interest in and to the Contracts listed on SCHEDULE 1.2(E); (f) All proteinsintercompany receivables of the Sellers; (g) Cash and cash equivalents or similar type investments (other than ▇▇▇▇▇ cash balances at the Facilities), nucleic acid chainsdeposits in transit, cell lines certificates of deposit, treasury bills and other biological materialsmarketable securities of the Sellers, and all data and information, resulting from whether or generated under not reflected as assets of the programs directed to allergens conducted by Division; (h) Any rights in or for Contributor prior to the Closing Date under use of the Collaboration Agreement between Maxygenname, Inc. and Alk-▇▇▇▇, trade name, trademark or service ▇▇▇▇ incorporating "▇. ▇. ▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-" or "▇▇▇▇▇▇ Agreement”)", and Intellectual Property Rights in and any corporate symbols or logos related thereto, except to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensextent provided in SECTION 8.5; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real insurance policies (including executive split-dollar policies), or rights under such policies, held by the Sellers; (j) Assets (other than the tangible personal property leases identified on SCHEDULE 1.1 (1)) used primarily in the Corporate Technology business unit of the Company, whether or not located at the Facilities, including but not limited to any Trade Rights developed, or being developed, but not yet employed in the Division or any of the Sellers' other business units; (k) Except as expressly provided in SECTION 6, any rights of the Sellers with respect to (i) any Benefit Plan or Benefit Arrangement (as such terms are defined in SECTIONS 3.1(N)(I)(A) and 3.1(N)(I)(B), respectively) that is a defined benefit or defined contribution retirement plan or (ii) any assets held under the trust agreement or other interests in real property except pursuant funding arrangement related to any Benefit Plan or Benefit Arrangement that is a defined benefit or defined contribution retirement plan; (l) Any assets identified on SCHEDULE 1.2(L); (m) The equity securities of Metalsa; and (n) All prepaid items, claims for collection, indemnity rights and other claims and causes of action arising out of occurrences before or after the Closing, privileges and other intangible rights relating primarily to the Space Sharing Agreementsother Excluded Assets described in this SECTION 1.2 or to the liabilities described in SECTION 1.5.

Excluded Assets. Contributor does (a) Notwithstanding any other provision of this Agreement, the Purchased Assets shall not contributeinclude, and the Selling Parties hereby retain and shall not sell, transfer, convey convey, assign or assign deliver to Purchaser, any assetsof the following (collectively, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”): (i) any assets of the Selling Parties that are not included within the definition of Purchased Assets; (ii) 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, in each case, held by the Selling Parties (whether or not arising from the conduct of the Business). Company acknowledges that this Agreement shall give Company no rights to ; (iii) any Excluded Assets and rights expressly granted pursuant to this Agreement and/or accounts receivable of the Transaction AgreementsSelling Parties, including any drug research or development program, drug target, product, product candidate or prospective product candidate accounts receivable of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement); (b) Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor Business as of immediately prior to the Closing Date under (collectively, the Collaboration Agreement between Maxygen“Accounts Receivable”); (iv) distributor historical tracing information, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8subject to the terms of the Transition Services Agreement; (v) the Seller Marks, 2001including any right, title or interest in Seller’s corporate name, corporate service mark or corporate logo, whether standing alone or as any portion of any other name, mark or logo; provided, however, that upon the Closing, Seller shall grant Purchaser a nonexclusive, royalty-free license substantially in the form of Exhibit B to use certain Seller Marks in connection with the Products for a limited period following the Closing (the “Alk-▇▇▇▇▇▇ AgreementTrademark License”), and ; (vi) any Intellectual Property Rights other than the Intellectual Property referenced in Section 1.1(c)(i)-(iii); (vii) all Software, including BD Standard Build Software, other than Software included in Selling Parties Software; (viii) all end-user laptops, desktops, PCs, phones, tablets, mobile devices and related computer hardware that are utilized by the Business, in each case, subject to the foregoing which Intellectual Property Rights (i) resulted from or were generated under terms of the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensTransition Services Agreement; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreements.

Excluded Assets. Contributor does not contributeNotwithstanding anything to the contrary in Section 2(b), transferthe Assets shall expressly exclude the following (collectively, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets ): (i) all cash and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, cash equivalents (including any drug research or development program, drug target, product, product candidate or prospective product candidate short-term investments) of Contributor. Specifically, the following assets are included among the Excluded Assets Seller and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: its Affiliates other than (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, third-party cash deposits to the extent licensed or sublicensed relating to Company under the Technology License Agreement); conduct of the Business and (b) Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇any ▇▇▇▇▇ AS dated February 8cash; (ii) all insurance policies, 2001claims for and rights to receive Tax refunds related to Taxes attributable to periods (or portions thereof) ending on or before the Closing, all Tax Returns relating to the Business and any notes, worksheets, files or documents relating thereto and any legal files or other documents that are not related to the Assumed Liabilities; (iii) all of Seller’s rights under or pursuant to this Agreement and the “Alk-▇▇▇▇▇▇ Agreement”)other agreements between Buyer on the one hand, and Intellectual Property Rights Seller on the other hand, contemplated hereby; (iv) the charter or similar document, qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualification, taxpayer and other identification numbers, seals, minute books, equityholder and equity transfer records and all other similar records of Seller and its Affiliates and all books and records of Seller and its Affiliates that relate exclusively to the Excluded Assets or Excluded Liabilities; (v) all of Seller’s and its Affiliates’ rights in and to all names, trade names, marks, trademarks and service marks, domain names, corporate symbols or logos or similar designations comprising or constituting, in whole or in part, any of the foregoing which Intellectual Property Rights following terms (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and any confusingly similar derivation thereof), together with all goodwill associated therewith (ii) are solely related to, or solely useful forcollectively, the discovery“Excluded Marks”): YRC, researchYRC Logistics, developmentMIQ, manufactureMeridian IQ, commercialization or other exploitation of one or more allergensUSF, USF Logistics Services, YRC Logistics Services; (gvi) All Trademarks of Contributorall Non-Transferable Permits; (hvii) All Contributor Benefit Plansall demands, reimbursements and rights of whatever nature, to the extent related to the Excluded Assets or the Excluded Liabilities; (viii) any and all assets Actions or counter-claims relating to any of the foregoing Excluded Assets and any Excluded Liabilities; (ix) all contracts or arrangements of Seller or its Affiliates with employees, including Hired Employees, including the Retention Agreements; (x) all contracts and licenses with third parties (including licenses of any computer software and any other Intellectual Property owned by third parties), other than the Acquired Contracts and the Real Property Leases; (xi) all fee and leasehold interests in real property other than in the Owned Real Property and the Leased Real Property; (xii) all computer hardware, software and other computer or held by all Contributor Benefit Plansother information technology equipment (including copiers) and Business Intellectual Property except for those items listed in Schedule 2(b)(vii) and Schedule 2(c)(xii) hereto; and (ixiii) Any real property leases or other equity interests in real property except pursuant to the Space Sharing AgreementsSubsidiaries, including those set forth on Schedule 2(c)(xiii) hereto.

Excluded Assets. Contributor does Notwithstanding anything to the contrary set forth in this Agreement, the Assets will not contribute, transfer, convey or assign any include the following assets, propertiesproperties and rights of the Company (collectively, goodwill or rights to Company other than the Contributed Assets (“"Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:"): (a) any cash, cash equivalents or marketable securities and all rights to any bank accounts of the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)Company; (b) Excluded Books all ownership and Recordsother rights with respect to the Company Employee Benefit Plans (as hereinafter defined); (c) Excluded Machinery and Equipmentall rights of the Company under those contracts identified on Schedule 4.12 as not being Assumed Contracts; (d) Excluded Personal Propertyany permit, approval, license, qualification, registration, certification, authorization or similar right that by its terms is not transferable to the Purchaser, including those indicated on Schedule 4.20 as not being transferable; (e) Excluded Contributor Contractsany Accounts Receivable from an Affiliate or any Accounts Receivable that have been written off in full prior to the Closing and any collateral associated therewith; (f) All proteinsthe charter documents of the Company, nucleic acid chainsminute books, cell lines stock ledgers, tax returns, books of account and other biological constituent records relating to the corporate organization of the Company; (g) any Assets sold or otherwise disposed of in the ordinary course of business and not in violation of any provision of this Agreement during the period from the date hereof until the Closing Date; (h) the rights that accrue to the Company under this Agreement; (i) all manufacturing equipment used to produce guard rail posts and the equipment used in the MZR zinc reprocessing furnace; (j) any labor contract or collective bargaining agreement; (k) all trademarks, service marks and trade names identified on Schedule 6.12; (l) prepaid expenses; (m) two (2) cars currently leased and described as a Buick Regal and a Ford Taurus; (n) any raw materials, supplies, or inventory at the facility of the Company utilized by, or in processing for, other divisions of the Company, including without limitation, all 6-inch I-beams and all data and informationH-post fences, resulting from or generated under strut inventory; (o) Q-Net software program; and (p) the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between MaxygenAccounts Receivable of Shane Felter Industries, Inc. and Alk-which are represented by each of those ▇▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”)missory notes, dated November 16, 2004, in the original face amounts of $38,905.65 and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreements$161,949.00.

Excluded Assets. Contributor does It is expressly understood and agreed that the Assets shall not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than include the Contributed Assets following (“the "Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:"): (a) the Licensed Intellectual Property including the Enabling Intellectual Property Except as otherwise provided in Section 2.1(j), cash and any Copyrights in software cash equivalents or computer code within the Licensed Intellectual Property (exceptsimilar type investments, in all such casesas certificates of deposit, to the extent licensed or sublicensed to Company under the Technology License Agreement)Treasury bills and other marketable securities; (b) Excluded Books and RecordsExcept [For Millennium: for the Assumed Plan transferred as provided under Section 2.8(g) or] as may be agreed pursuant to Section 2.8(g), any assets of any qualified or non-qualified pension or welfare plans or other deferred compensation arrangements maintained by the Contributor or any Affiliate thereof for employees of the Contributor or any Affiliate thereof prior to the Closing Date; (c) Excluded Machinery Any of the Contributor's or any Affiliate's right, title and Equipmentinterest in and to (i) the names and logos set forth on Schedule 2.2(c) and any other statutory names, trade names or trademarks, indications or descriptions of which such names or any name similar thereto forms a part and (ii) any other trade names, trademarks, trademark registrations or trademark applications, copyrights, copyright applications or copyright registrations or any derivative thereof or design used in connection therewith that are not used principally in the normal operation and conduct of and are not uniquely applicable to the Contributed Business; (d) Excluded Personal PropertyAll claims and rights against third parties (including, without limitation, insurance carriers, indemnitors, suppliers and service providers), to the extent they do not relate to the Assumed Liabilities; (e) Excluded Claims for refunds of Taxes for time periods ending on or before the Closing Date, which Taxes remain the liability of Contributor Contractsunder this Agreement; (f) All proteinsSubject to the Technology License and Trademark License, nucleic acid chains, cell lines and other biological materials, any and all data of the Intellectual Property and information, resulting from Trademarks of the Contributor or generated under the programs directed to allergens conducted by or for Contributor prior any Affiliate thereof to the Closing Date under extent not used principally in the Collaboration Agreement between Maxygen, Inc. normal operation and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and conduct of or to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior extent not applicable to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensContributed Business; (g) All Trademarks items sold in the ordinary course of Contributor;business prior to the Closing Date, none of which individually or in the aggregate are material to the normal operation and conduct of the Contributed Business; and (h) All Contributor Benefit PlansThe tangible assets, intangible assets, real properties, contracts and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests rights, described in real property except pursuant to the Space Sharing AgreementsSchedule 2.2(h).

Excluded Assets. Contributor does Notwithstanding anything to the contrary set forth herein, Sellers shall not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, Buyers the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: assets: (a) the Licensed Intellectual Property including the Enabling Intellectual Property cash and any Copyrights in software or computer code within the Licensed Intellectual Property (exceptcash equivalents, in all such casesunrelated to Preneed Trust Funds and Endowment Care Funds, except to the extent licensed or sublicensed Section 1.6 provides that such amounts shall be transferred to Company under the Technology License Agreement); Buyers, (b) Excluded Books all funds received prior to the Effective Time pursuant to Preneed Agreements and/or interment right sales and Records; income thereon, which are not required by state Law to be held in a bank, trust or other account, (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-names “Service Corporation International,” “Alderwoods,” “Dignity Memorial,” “Keystone,” “Key Memories,” “▇▇▇▇▇▇▇,” “▇▇▇▇▇▇▇ AS dated February 8, 2001Enterprises,” “STEI,” “SE,” “Simplicity Plan,” “Making Everlasting Memories,” “MEM,” or any variation thereof and any name associated therewith, (d) all trademarks, trade names, brand names, service marks, copyrights, website content, domain names, labels, logos, slogans and all other devices used to identify any product, service or businesses of Sellers or an Affiliate (as defined below) of Sellers, whether registered or unregistered or at common law, and any applications for registration or registrations thereof, or any other intellectual property rights that are related to or also used by Sellers or their Affiliates, except for such rights as are used exclusively in connection with the “Alk-Business, (e) all accounting, operating or other administrative systems which are used by one or more businesses owned by Sellers or their Affiliates other than the Business, including but not limited to HMIS, ▇▇▇▇▇▇ Agreement”)and Simplicity, (f) all marketing materials, website content, forms of Preneed Agreements, pricing materials and templates, training materials, policy and procedure manuals and other proprietary materials of Sellers or their Affiliates in hard copy or electronic form, (g) all leases, contracts, agreements or commitments of Sellers that benefit one or more businesses owned by Sellers or their Affiliates, other than the Business, including, without limitation, merchandise supply agreements and any master vehicle leases, (h) all computer servers, McAfee anti-virus, Computrace, and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights Viewfinity software, (i) resulted from or were generated under all building plaques bearing the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-name “Service Corporation International,” “SCI,” “Alderwoods,” “Keystone,” “Key Memories,” “Dignity Memorial,” “▇▇▇▇▇▇▇,” “▇▇▇▇▇▇▇ Agreement Enterprises,” “STEI,” or “SE,” (j) those items of personal property located at the Business that are owned by a Person other than Sellers and their Affiliates set forth on Schedule 2 to Exhibit A to this Agreement, (k) inter-company accounts receivable, (l) accounts receivable related to Preneed Agreements that have matured and been serviced prior to the Effective Time, (m) wireless telephone numbers and pager numbers and all wireless communication devices, (n) credit card terminals, (o) corporate records, minutes and records of shareholders’ and directors’ meetings, (p) general ledgers and related books and records, (q) employee related books and records for Business Employees (as defined below), (r) all electronic sales tablet kits and associated equipment including, but not limited to, TIN pads, printers, scanners and intellectual property related to sales tablets and (iis) all other assets of Sellers not specifically listed on Schedules to this Agreement as included in the Assets and which are solely related tonot used exclusively or primarily in the ownership, operation or solely useful for, maintenance of 4 the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, Business and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant which are not necessary to the Space Sharing Agreementscontinued operation of the Business in a manner consistent with Sellers’ past practices. All property retained by Sellers described above in this Section 1.2 shall be hereinafter collectively referred to as the “Excluded Assets.” Except as specifically excepted above, it is intended that the assets, properties and rights of the Business to be sold to Buyers shall include all of the assets, properties and rights reflected on the Schedules to Exhibit A to this Agreement, other than those assets, properties and rights that may have been disposed of in the ordinary course of business prior to the Effective Time, but including all similar assets, properties and rights that may have been acquired in the ordinary course of business since the date of such listings and prior to the Effective Time.

Excluded Assets. Contributor does Notwithstanding anything to the contrary contained herein, the Station Assets shall not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, include the following assets are included among or any rights, title and interest therein (the "Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:Assets"): (a) the Licensed Intellectual Property including the Enabling Intellectual Property all cash and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)cash equivalents of Sellers; (b) Excluded Books Sellers' corporate and Recordstrade names and intangible property not exclusive to the operation of the Stations (including the names "Urban One", "Radio One", and any derivations or variations thereof), charter documents, and books and records relating to the organization, existence or ownership of Sellers, duplicate copies of the records of the Stations, and all records not relating to the operation of the Stations; (c) Excluded Machinery all contracts of insurance, all coverages and Equipmentproceeds thereunder and all rights in connection therewith, including without limitation rights arising from any refunds due with respect to insurance premium payments to the extent related to such insurance policies; (d) Excluded Personal Propertyall pension, profit sharing plans and trusts and the assets thereof and any other employee benefit plan or arrangement and the assets thereof, if any, maintained by Sellers; (e) Excluded Contributor Contractsthe Stations' accounts receivable and any other rights to payment of cash consideration for goods or services sold or provided prior to the Adjustment Time (defined below) or otherwise arising during or attributable to any period prior to the Adjustment Time (the "A/R"); (f) All proteins, nucleic acid chains, cell lines any non-transferable shrink-wrapped computer software and any other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior non-transferable computer licenses that are not material to the Closing Date under operation of the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensStations; (g) All Trademarks all rights and claims of ContributorSellers, whether mature, contingent or otherwise, against third parties with respect to the Stations and the Station Assets, to the extent arising during or attributable to any period prior to the Adjustment Time; (h) All Contributor Benefit Plansall deposits and prepaid expenses (and rights arising therefrom or related thereto), except to the extent Sellers receive a credit therefor under Section 1.8; (i) operating systems and related assets that are used in the operation of multiple stations or other business units; (j) the lease for Stations' studio site and all equipment located therein, other than any listed on Schedule 1.1(b), and all any other assets used or held for use in the operation of any other radio station owned or held operated by all Contributor Benefit PlansSellers or an affiliate of Sellers, except for any such items that are specifically set forth as included in the Station Assets on the Schedules hereto; and (ik) Any real property leases or any other interests assets that are not used primarily in real property except pursuant to the Space Sharing Agreementsbusiness and operations of the Stations and the assets listed on Schedule 1.2.

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges Buyer expressly understands and agrees that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among and properties of Seller (the "Excluded Assets and are Assets") shall be excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereofPurchased Assets: (a) the Licensed Intellectual Property including the Enabling Intellectual Property Purchase Price and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company other rights of Seller under the Technology License this Agreement); (b) Excluded Books Seller's corporate minute book and Recordsstock records; (c) Excluded Machinery the lesser of $300,000 or the actual amount of Seller’s cash and Equipmentcash equivalents on hand and in banks; (d) the oldest of Seller’s accounts, notes and other receivables (or collections with respect to such receivables) as of the Closing Date, up to an amount that is equal to $300,000 less the amount of cash and cash equivalents excluded pursuant to section 2.02(c); and, in addition, all receivables from those customers that are designated as Excluded Personal PropertyAssets; (e) Excluded Contributor Contractsall insurance policies and all proceeds thereof, other than proceeds that relate to any claims for damage to or destruction of the Purchased Assets from the date of this Agreement until the Closing Date; (f) All proteinsSeller’s ownership interest in Invoice IQ, nucleic acid chains, cell lines and other biological materials, LLC and all data and informationsoftware technology developed by Invoice IQ or its co-founder, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior E▇▇▇ Pitches, that relates to the Closing Date under Invoice IQ business; provided, however, that to the Collaboration Agreement between Maxygenextent any of such software technology relates to or is Used in the Business, Inc. Buyer shall be granted a non-exclusive, fully-paid license to use, modify, enhance, copy, license and Alk-sublicense such software (including but not limited to Invoice IQ) in both source code and object code form, on terms acceptable to Buyer, in its reasonable discretion. (g) any Real Property or leases for Real Property other than the Office Lease; (h) Seller’s lease of its office space in at 4▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ AS dated February 8▇▇▇▇▇, 2001▇▇▇▇▇ ▇▇▇, (the “Alk-▇▇▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇ ▇▇▇▇▇▇ Agreement and (ii) , together with all contents therein, other than such contents as are solely related to, or solely useful for, used in connection with that portion of the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensBusiness that is not conducted principally at that location); (gi) All Trademarks of Contributorthe agreement between Seller and Blue Mile Networks pursuant to which Seller provides CDR analysis services to Blue Mile Networks; (hj) the agreement between Seller and Telwares, Inc pursuant to which Seller provides subcontractor services to Level3; (k) the subcontractor agreement between Seller and Third Law Consulting, LLC pursuant to which Seller provides sourcing services to FairPoint Communications; (l) any purchased assets sold or otherwise disposed of in the ordinary course of business and not in violation of any provisions of this Agreement during the period from the date hereof until the Closing Date; (m) All Contributor Benefit Plansfixtures, furniture, equipment, office supplies and all assets owned or held by all Contributor Benefit Planssoftware (subject, however, to Section 2.02(f) above) located in Seller’s Virginia office on the date of this Agreement; and (in) Any real property leases or other interests in real property except pursuant to Seller’s domain names, domain name registrations, web sites and the Space Sharing Agreementscontent therein, as well as the Carrier CDR Audit routines used by the Retained Operation.

Excluded Assets. Contributor does (a) Notwithstanding any other provision of this Agreement, the Purchased Assets shall not contributeinclude, and the Selling Parties hereby retain and shall not sell, transfer, convey convey, assign or assign deliver to Purchaser, any assetsof the following (collectively, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges ): (i) any assets of the Selling Parties that this Agreement shall give Company no rights to are not included within the definition of Purchased Assets; (ii) any Excluded Assets cash, checks, money orders, marketable securities, short-term instruments and rights expressly granted pursuant to this Agreement 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 the Transaction Agreements, including any drug research Selling Parties (whether or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded not arising from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: (a) conduct of the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License AgreementBusiness); (biii) Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteinsany accounts receivable of the Selling Parties, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under including any accounts receivable of the programs directed to allergens conducted by or for Contributor Business as of immediately prior to the Closing Date under (collectively, the Collaboration Agreement between Maxygen“Accounts Receivable”); (iv) distributor historical tracing information, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8subject to the terms of the Transition Services Agreement; (v) the Seller Marks, 2001including any right, title or interest in Seller’s corporate name, corporate service mark or corporate logo, whether standing alone or as any portion of any other name, mark or logo; provided, however, that upon the Closing, Seller shall grant Purchaser a nonexclusive, royalty-free license substantially in the form of Exhibit B to use certain Seller Marks in connection with the Products for a limited period following the Closing (the “Alk-▇▇▇▇▇▇ AgreementTrademark License”); (vi) any Intellectual Property other than the Intellectual Property referenced in Section 1.1(c)(i)-(iii); (vii) all Software, including BD Standard Build Software, other than Software included in Selling Parties Software; (viii) all end-user laptops, desktops, PCs, phones, tablets, mobile devices and related computer hardware that are utilized by the Business, in each case, subject to the terms of the Transition Services Agreement; (ix) 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 Intellectual Property Rights any claims, rights, and interest in and to the foregoing which Intellectual Property Rights (i) resulted from any refund, credit or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation reduction of one or more allergensTaxes; (gx) All Trademarks all Tax Returns and other Tax records of Contributorthe Selling Parties or their Affiliates not relating exclusively to the Purchased Assets and the Assumed Liabilities; (hxi) All Contributor Benefit Planssponsorship of, and all assets owned or held by relating to, all Contributor Employee Benefit Plans and other employee compensation and benefit plans, agreements, arrangements, programs and policies of Seller and its Affiliates, including all Seller Benefit Plans, except as expressly provided in ARTICLE 8; (xii) any intercompany Contracts, payables or receivables between and among Seller and its Subsidiaries; (xiii) all insurance policies of any Selling Party or their Affiliates, and any claims made under such policies; (xiv) the assets, Contracts, equipment or other property listed on Schedule 1.2(a)(xiv); and (ixv) Any real property leases or all rights of the Selling Parties under this Agreement and any other interests in real property except pursuant Transaction Agreement. (b) Purchaser expressly acknowledges that it is not acquiring any rights whatsoever to the Space Sharing AgreementsIntellectual Property of the Selling Parties within the Excluded Assets.

Excluded Assets. Contributor does It is expressly understood and agreed that the Acquired Assets shall not contributeinclude any right, transfertitle or interest of any member of the Seller Group in and to any of the following: (i) Those certain purchase orders, convey or assign portions thereof, booked by Seller or any assetsSeller Subsidiary at or prior to the Closing which have been filled by shipment of the relevant Products by or on behalf of Seller or any Seller Subsidiary at or prior to the Closing, propertiesall of which will be set forth on Schedule 1.1(b)(i) prior to the Closing (the “Seller Retained Purchase Orders”) and the Products so shipped in respect thereof; (ii) Except as otherwise provided in this Agreement, goodwill the contractual rights under any contracts or rights to Company agreements other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction AgreementsContracts, including any drug research or development program, drug target, product, product candidate or prospective product candidate contracts related to the business of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, Seller Group to the extent licensed they apply to the manufacture, sale, provision or sublicensed support of goods or services other than the Products; (iii) All employee data, including records, pertaining to Company under Transferred Employees, except for the Technology License AgreementEmployee Information; (iv) Any Taxes refundable to Seller in respect of transactions, or in respect of the period, prior to the Closing; (v) All other assets relating to the manufacture, sale or support of the Products other than those specifically identified in Section 1.1(a) above; (vi) All internet protocol addresses and networks, including, without limitation, DNS domain names, e-mail addresses, world wide web (www) and http addresses, network names, network addresses (such as IPv4 and IPv6) and services (such as mail or website) whether or not used or currently in service, and including all registrations relating thereto in or with all registration bodies and organizations; (vii) All software and infrastructure components of the Seller Group that are not Acquired Assets, such as but not limited to software and databases associated with administrative services, including any financial, human resources, real estate, security, sales and marketing, order management, bills of materials, logistics, customs/excise, information systems or general administrative processes or services, supplied to or in connection with the Acquired Assets, as well as the corporate IT infrastructure of the Seller Group; (viii) All accounts receivable associated with the Business (the “Accounts Receivable”) arising prior to the Closing from the shipment of Products already made by Seller or services already performed as of the Closing by Seller, as set forth solely on Schedule 1.1(b)(viii); (bix) Excluded Books and RecordsSubject to Section 1.2(b), all prepayments received from customers prior to the Closing, whether under the Contracts or otherwise; (cx) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteinsThe minute books, nucleic acid chainsseals, cell lines stock record books, stock certificates and other biological materialssimilar corporate documents and Tax Returns for each member of the Seller Group, including all supporting schedules, attachments, work papers and all data and informationsimilar documents, resulting from for Taxes accruing at or generated under before the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit PlansClosing; and (ixi) Any real any asset, property leases or other interests in real property except pursuant right of any member of the Seller Group that does not relate to the Space Sharing AgreementsBusiness.

Excluded Assets. Contributor does For the avoidance of doubt and notwithstanding anything to the contrary contained herein, Seller shall not contributeconvey, transferassign, convey transfer or assign any assetsdeliver to Buyer, propertiesand Buyer shall not purchase, goodwill acquire, receive or rights to Company other than accept from Seller (and the Contributed Assets shall not include), the following property which shall remain the property of Seller after the Closing (collectively, the “Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) all equipment or other personal property assets not owned by Seller or not leased or licensed to Seller for use in the Licensed Intellectual Business that may be situated at the Properties, the DODO Properties, the CODO Property including the Enabling Intellectual Property or at locations operated by third-party operators or other third parties as listed in Schedule 1.2(a), as well as those assets owned by Seller and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreementlisted on Schedule 1.2(a); (b) Excluded Books and Recordsall motor vehicles or trailers other than those listed on Schedule 1.1(c); (c) Excluded Machinery and Equipmentall assets that are not related to or used in the operation of the Business; (d) Excluded Personal Propertyother than as set forth in Section 1.1 above, all assets that are not located at the Properties; (e) Excluded Contributor Contractsall assets belonging to third parties at the Properties; (f) All proteinsall inventory at the CODO Property and the DODO Properties; (g) except to the extent solely related to or used in the Business, nucleic acid chainsall tax returns and supporting documentation related thereto, cell lines limited liability company franchise, membership record books, record books containing minutes of meetings of directors, managers, members or shareholders of Seller or any of its Affiliates, the general ledger of Seller and any of its Affiliates, all records relating to accounts receivable and/or accounts payable, all subsidiary ledgers of Seller and any of its Affiliates, and such other records relating to the organization or capitalization of Seller or any of its Affiliates (collectively, the “Seller’s Records”); (h) all rights or claims to any refunds from whatever sources, including for any Taxes, fees, assessments or charges and those arising out of premium adjustments under insurance policies, relating to any period or portion thereof ending prior to the Closing Date; (i) other than cash included in the Closing Inventory Value, any cash, cash equivalents, vendor rebates, uncollected checks, deposits, bank deposits and accounts, certificates of deposit, governmental obligations, marketable or other securities, shares of capital stock or equity interests; (j) all notes receivable; (k) all personnel files and other biological materialsrecords regarding any employees of Seller or its Affiliates, and except with respect to Transferred Employees (to the extent permitted by applicable Law); (l) all data and informationreimbursements to which Seller or any of its Affiliates are entitled under any state petroleum storage tank fund for any costs incurred prior to the Closing; (m) all rights which accrue or will accrue to Seller or any of its Affiliates under this Agreement or any documents executed or delivered in connection herewith; (n) except with respect to the Assumed Contracts Proration pursuant to Section 1.5(a)(iv), resulting from or generated under the programs directed to allergens conducted by or for Contributor all accounts receivable accrued prior to the Closing Date under in respect of the Collaboration Agreement between MaxygenBusiness, Inc. including, accounts receivable with respect to the New Contracts and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, the DODO and CODO Agreements (the “Alk-▇▇▇▇▇▇ AgreementExcluded Accounts Receivable”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (go) All Trademarks all insurance policies and self-insurance programs of ContributorSeller and its Affiliates, and all rights to applicable claims and proceeds thereunder; (hp) All Contributor Benefit Plansall Intellectual Property (other than the Business IP) owned by Seller or any of its Affiliates, and including the Intellectual Property set forth on Schedule 1.2(p) hereof; (q) all assets owned or held by all Contributor Benefit Plansunsold lottery tickets; and (ir) Any real property leases or other interests all Seller Benefit Plans and any assets of any Seller Benefit Plans (except as specifically provided in real property except pursuant to the Space Sharing AgreementsSection 4.2 hereof).

Excluded Assets. Contributor does Notwithstanding the provisions of Section 1.2, the parties hereto acknowledge and agree that the following are not contribute, transfer, convey included among either the Purchased Assets or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or as defined in the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets Contribution Agreement) and are excluded from the contributionSale (collectively, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:the "Excluded Assets"): (ai) the Licensed assets, properties, Contracts and rights of IMS and its Affiliates in the Excluded Fields (which shall include, for the avoidance of doubt, the tangible assets and real property located at Stirling, Scotland) and the Intellectual Property including of IMS and its Affiliates in the Enabling Excluded Fields; (ii) (A) Intellectual Property owned by third parties and licensed to IMS or one of its Affiliates for use in the CD Business and which are listed in Section 1.3(ii) of the Disclosure Schedule, (B) Intellectual Property, other than Trademarks, not used exclusively in the CD Business, and (C) Trademarks that have never been at any Copyrights time exclusively used in software or computer code within the Licensed Intellectual Property CD Business (except, other than Trademarks that have been held for use in all such cases, to the extent licensed or sublicensed to Company under the Technology License AgreementCD Business but have never been used by any business); (biii) Excluded Books the assets, properties, Contracts and Recordsrights of IMS and its Affiliates (including vendor and supplier contracts, information, files and data) used in the manufacturing of the products of the CD Business, including all tangible assets, properties, and contracts of IMS' or its Affiliates' manufacturing facilities located in Bedford, England, Hangzhou, People's Republic of China ("PRC") and Shanghai, PRC, excluding any product specifications, product registrations or similar assets, used in the conduct of the CD Business; (civ) the assets, properties, Contracts and rights arising from or used in IMA and their Subsidiaries' professional diagnostics and nutritional supplement businesses (collectively, the "Excluded Machinery and EquipmentBusinesses"); (dv) the Contracts arising from the CD Business set forth on Section 1.3(v) of the Disclosure Schedule (the "Excluded Personal PropertyContracts"); (evi) Excluded Contributor Contractsthe Trademarks or trade names "Inverness", and any variants thereof that include "Inverness", internet domain names that include "Inverness", and the Inverness "little man" logo (collectively, the "House Marks"); (fvii) All proteinsreal property, nucleic acid chainsbuildings, structures and improvements thereon, whether owned or leased by IMS or its Affiliates, and all fixtures and fittings attached thereto, including all manufacturing, distribution and administration facilities of IMS and its Affiliates; (viii) rights to refunds of Taxes paid by or on behalf of IMS or any of its Affiliates (other than those paid by the Company), except for the rights to refunds of Taxes that constitute Assumed Liabilities or refunds accrued on the Closing Date Balance Sheet; (ix) except as provided in Section 1.2(xvi), insurance policies and rights and benefits and claims thereunder; (x) tangible assets, properties, Contracts and Intellectual Property of IMA or its Subsidiaries (including animals and cell lines lines) used in the manufacturing, production and storage of reagents and other biological materialsmaterials used in the CD Business; (xi) all inventory (including raw materials and work-in-process of IMA and IMS), wherever located, other than the Purchased Inventory; (xii) the services of any employees of IMA or its Subsidiaries (except for Transferred Employees upon hiring of such Transferred Employee by the Company or a Subsidiary of the Company) or assets of any employee benefit plan, arrangement, or program maintained or contributed to by IMA or any of its Subsidiaries with respect to any employees other than Transferred Employees (upon the hiring of such Transferred Employee by the Company or a Subsidiary of the Company); and (xiii) any other assets, tangible or intangible, wherever situated, not included in the Purchased Assets, including those used in the Excluded Businesses; provided that IMS and all data its Affiliates, upon reasonable request and informationto the extent IMS and its Affiliates has the right to so provide, resulting from or generated under will provide the programs directed Company reasonable access during normal business hours to allergens conducted by or for Contributor the Excluded Assets that, prior to the Closing Date under Date, were used in the Collaboration CD Business and are not being transferred pursuant to this Agreement between Maxygenor the Contribution Agreement, Inc. for the Company's use to facilitate its manufacturing and Alk-▇▇▇▇▇▇ AS dated February 8research and development activities; provided, 2001further, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and that with respect to access to the foregoing which Intellectual Property Rights (i) resulted from Bedford, England, Hangzhou, PRC or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related toShanghai, or solely useful forPRC manufacturing facilities, the discovery, research, development, manufacture, commercialization or other exploitation terms of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, the Finished Products Purchase Agreement shall control and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to this provision shall not expand the Space Sharing Agreementsrights set forth therein.

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than The following items are excluded from the Contributed Assets (the “Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) the Licensed Intellectual Property including the Enabling Intellectual Property Cash and any Copyrights in software cash equivalents of Seller or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)its Affiliates; (b) Excluded Books The insurance policies pertaining to the assets and Recordsclaims of Seller of every nature and description under or arising out of such insurance policies, including any refundable premiums relating to such policies; (c) Excluded Machinery Items sold, transferred, disposed of, used or consumed, and Equipmentcontracts terminated, prior to the Closing in the ordinary course of business pursuant to the limitations of Section 8.3 or with Buyer’s consent; (d) Excluded Personal PropertyContracts (other than Applicable Contracts) that relate to the procurement of materials, products, or services by Seller that are related to the operation of the Facility or to the operation of other facilities of Seller and contracts (other than Applicable Contracts) that relate to the sale of products, materials, or services by Seller from or at the Facility; (e) Excluded Contributor ContractsExcept as otherwise provided herein, all accounts receivable and payable of Seller or its Affiliates existing on and attributable to any period prior to the Closing with respect to the Assets (including, without limitation, those arising under sales agreements or resulting from litigation or the settlement of disputes) and any right to refunds of sums paid by or on behalf of Seller or its Affiliates prior to the Closing; (f) All proteinsrights to technology, nucleic acid chains, cell lines software and other biological materialsintellectual property not dedicated solely to the operation and maintenance of the Facility and all rights to technology, software and other intellectual property that are not individually licensed for the Facility or that cannot be transferred to Buyer including the proprietary technical information described in Section 8.8 of this Agreement and including the technology and software ownership or license rights that are described in Schedule 5 attached to this Agreement; (g) Certain computer and telecommunications equipment and hardware (including personal computer, satellite and microwave communication systems) presently located in, on, or at the Facility, as more particularly set forth as excluded items in Schedule 5 attached to this Agreement; (h) Any property (including hydrocarbons) owned by employees of Seller, third parties, or contractors located in, on, or at the Facility; (i) Any right to use the “ChevronTexaco,” “Chevron,” “Texaco,” or “Unocal” names, logos, hallmarks, trademarks, service marks, trade names, color schemes or other designs and insignia, trademarks, service marks or other company identity of Seller or its Affiliates (“Seller’s/Affiliates’ Insignia”); (j) Any and all records that are subject to the attorney-client privilege, work product immunity or other privileges or immunities against disclosure enjoyed by any Seller or its representatives, and all data records pertaining to (i) Seller’s marketing or strategic research and informationplanning, resulting (ii) Seller’s employees except as provided in Section 5.1(f), or (iii) Excluded Assets or Retained Liabilities; (k) The items specifically excluded from the transaction as listed on Schedule 5 attached to this Agreement; (l) The property constituting the Seller Retained Option Property; (m) The property constituting the Seller Retained Wetlands Property; (n) Any fuel credits relating to sulfur content in gasoline, winter oxygenate and anti-dumping programs, and any carbon credits, recognized under existing or generated under future law with respect to emission levels or reductions in emission levels at or from the programs directed Assets, the Seller Retained Option Property or the Seller Retained Wetland Property with respect to allergens conducted periods on or prior to the Closing Date; (o) All claims of Seller against third parties (excluding Buyer and Seller and their respective Affiliates) arising out of Liabilities, including Environmental Liabilities, and other present or future claims by Seller, but excluding any such claims that relate to Assumed Liabilities, or for Contributor that relate either to the ownership or operation of the Assets with respect to time periods on or prior to the Closing Date or to the ownership or operation of any portion of the Seller Retained Option Property or Seller Retained Wetlands Property with respect to time periods on or prior to the date of conveyance to the Buyer of any such portion, or to performance of Seller’s obligations under this Agreement after the Collaboration Closing Date. Notwithstanding the foregoing, effective as of Closing, Seller hereby assigns to Buyer, without recourse or warranty, and without any requirement of payment by Buyer, the portion of any present or future claims Seller may have against third parties (excluding Seller and its Affiliates) to the extent such claims relate to the ownership or operation of the Assets with respect to time periods on or prior to the Closing Date or to the ownership or operation of any portion of the Seller Retained Option Property or Seller Retained Wetlands Property with respect to time periods on or prior to the date of conveyance to the Buyer of any such portion, to the extent Buyer has indemnified Seller and its Affiliates under this Agreement between Maxygenwith respect to Liabilities relating to such ownership or operation; and (p) All Inventories. Except as otherwise noted on Schedule 5 of this Agreement, Inc. Seller shall within the expiration of ninety (90) days after the Closing Date remove all of the Excluded Assets (other than Inventory in tanks subject to the Tank Storage Agreements, Excluded Assets on the Premises subject to the Lease of Office Space and Alk-the Access Easement Agreement and monitoring ▇▇▇▇▇▇ AS dated February 8, 2001, () from the “Alk-▇▇▇▇▇▇ Agreement”)Real Property, and Intellectual Property Rights in and Buyer shall grant Seller reasonable access to the foregoing which Intellectual Real Property Rights (i) resulted for purposes of removing such Excluded Assets from or were generated under the programs related Real Property. Such removal shall be done in such manner as to allergens avoid any damage to the Assets and any disruption of the business operations to be conducted by or for Contributor prior Buyer after the Closing. All Liabilities in connection with any damage to the Closing Date under Assets resulting from such removal of the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held Excluded Assets by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing AgreementsSeller shall be borne by Seller.

Excluded Assets. Contributor does not contributeNotwithstanding the foregoing or anything to the contrary contained herein, transferthe following are expressly excluded from the definition of Assets under this Agreement: (i) all tangible and intangible personal property owned or leased by tenants, convey concessionaires, or assign any assetslicensees at the Real Property, propertiesguests at the Real Property, goodwill or rights employees of Aimbridge Hospitality (“Manager”) or its Affiliates, and vehicles owned by Jamaica Tours, all of which items and vehicles are listed on Schedule 2.02(b)(i), (ii) the insurance policies relating to Company the Business, other than the Contributed Assets rights of Playa provided in clause (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to 12) above, (iii) any Excluded Assets management services, franchise, licensing, branding or any other contracts between the Sagicor Parties and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including Manager or any drug research Affiliate of Manager or development program, drug target, product, product candidate Hilton (as hereinafter defined in Section 5.13) or prospective product candidate any Affiliate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (exceptHilton, in all such cases, each case to the extent licensed related to the ownership, operation or sublicensed to Company under management of the Technology License Agreement); (b) Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteinsBusiness, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from of which shall be terminated by the Sagicor Parties on or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001Closing, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and iv) any refunds of real estate taxes attributable to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor period prior to the Cut-Off Time (as hereinafter defined) as determined in accordance with Section 2.03 hereof, (v) refunds, rebates, or other claims, or any interest thereon, for periods or events occurring prior to the Cut-off Time, (vi) any property owned by Manager or any of its Affiliates as more particularly described on Schedule 2.02(b)(vi), (vii) any property bearing the trademarks, tradenames, service marks, copyrights or domain names of Manager, Hilton or any of their respective Affiliates, (viii) deposits with utility companies, vendors, or other third parties to the extent the applicable Contract is not being assumed by Playa hereunder, and if the Contract is being assumed then the deposit shall be included in the term Assets but the Sagicor Parties will receive a credit therefor in the amount of such deposit that is confirmed by the utility company, vendor or other third party to be available to Playa after Closing Date under in writing, (ix) any return premium, refund or rebate on insurance premiums in respect of insurances effected upon or in relation to the Alk-▇▇▇▇▇▇ Agreement Property or the Business relating to any period after Closing, (x) loan receivables due from employees or contractors, and (iixi) are solely related tomonies on deposit in any hotel operating accounts, reserve accounts, or solely useful for, other accounts of the discovery, research, development, manufacture, commercialization Sagicor Parties or other exploitation of one or more allergens; Manager (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreementsextent of monies subject to proration in accordance with Section 2.04).

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights Anything in Section 1.2 to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specificallycontrary notwithstanding, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: do not include: (a) the Licensed Intellectual Property including the Enabling Intellectual Property Seller's cash and any Copyrights in software or computer code within the Licensed Intellectual Property cash equivalents (excepton hand, in all such cases, to the extent licensed bank or sublicensed to Company under the Technology License Agreement); (binvested) Excluded Books other than cash and Records; (c) Excluded Machinery cash equivalents of Nippon Selas and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇ ▇▇▇▇▇ AS dated February 8, 2001in an amount up to $600,000, (b) deposits (however held) (c) any nontransferable prepaid expenses, premiums or other amounts described as such on Section 1.2.8 of the “Alk-▇▇▇▇▇▇ Agreement”Disclosure Schedule, (d) any of Seller's claims, causes of actions, rights to refunds and other legal rights and remedies, whether or not known at the Closing Date (as hereinafter defined), and Intellectual Property Rights related to Seller's ownership of the Assets and/or operation of the Business, other than as referenced in and Section 1.2 as being included in the Specific Assets, (e) any Accounts Receivable to the foregoing which Intellectual Property Rights extent that they have been collected, or any finished goods in Inventory that have been sold, transferred, or otherwise disposed of, as applicable, since the date of the applicable schedule in the ordinary course of business consistent with Seller's past practice, (f) any insurance policy, (g) Seller's corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Seller as a corporation, (h) the capital stock or other equity interest in any subsidiary of the Seller or any other entity other than Nippon Selas or Selas SW, and (i) resulted from or were generated any of the rights of Seller under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful forthis Agreement, the discovery, research, development, manufacture, commercialization Guaranty (as defined in Section 7.2(h)) (or under any side agreement between Seller on the one hand and Buyer and/or Parent (as defined in Section 7.2(h)) on the other exploitation hand entered into on or after the date of one this Agreement) or more allergens; any Material Contracts (gas defined in Section 3.17) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to than the Space Sharing AgreementsAssigned Contracts.

Excluded Assets. Contributor does Notwithstanding anything to the contrary in this Agreement, the Property shall not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets include (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted i) those items excluded pursuant to this Agreement and/or the Transaction Agreements, including any drug research provisions of Section 1.1 above; (ii) all cash and cash equivalents as of the Closing (excluding Vending Machine Cash); (iii) Inventory used or development program, drug target, product, product candidate or prospective product candidate disposed of Contributor. Specifically, by the following assets are included among Seller in the Excluded Assets and are excluded from ordinary course of the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, business prior to the extent licensed Closing Date; (iv) any real property lease, personal property lease, rental agreement, contract, agreement, license, or sublicensed to Company under the Technology License Agreement); similar arrangement (b"Contracts") Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from terminated or generated under the programs directed to allergens conducted by or for Contributor expired prior to the Closing Date under in accordance with its terms or in the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (ordinary course of the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to business or rejected by the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor Seller prior to the Closing Date and all Contracts which are not expressly assumed by the Seller and assigned to the Buyer on or before ninety (90) days after the Closing Date; (v) all claims and causes of action of the Seller, including, without limitation, any such claims and actions arising under Sections 544, 547, 548, 549, and 550 of the Alk-Bankruptcy Code, and any claims against officers, directors, agents, employees, accountants, auditors and other third parties; (vi) the Seller's rights under this Agreement and all cash and non-cash consideration payable or deliverable to the Seller pursuant to the terms and provisions hereof; (vii) insurance proceeds, claims, and causes of action with respect to or arising in connection with (A) any Contract which is not assigned to the Buyer at the Closing, or (B) any item of tangible or intangible property not acquired by the Buyer at the Closing, and (ix) the business and all of the assets of the division of the Seller commonly referred to as pnv.com and the domain names and trade marks and service marks "pnv.▇▇▇," and "Parknview.com" (collectively, referred to as the "p▇▇.▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing AgreementsBusiness").

Excluded Assets. Contributor does Notwithstanding anything to the contrary contained herein, the Station Assets shall not contributeinclude the following assets or any rights, transfer, convey or assign any assets, properties, goodwill or rights to Company other than title and interest therein (the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) the Licensed Intellectual Property all cash and cash equivalents of Seller, including the Enabling Intellectual Property without limitation certificates of deposit, commercial paper, treasury bills, marketable securities, money market accounts and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed similar accounts or sublicensed to Company under the Technology License Agreement)investments; (b) Excluded Books all tangible and Recordsintangible personal property of Seller retired or disposed of between the date of this Agreement and Closing in accordance with Article 4; (c) Excluded Machinery and Equipmentall Station Contracts that are terminated or expire prior to Closing in accordance with Article 4; (d) Excluded Personal Propertytrade names unrelated to the operation of the Station, Seller’s corporate names, charter documents, and books and records relating to the organization, existence or ownership of Seller, duplicate copies of the records of the Station, and all records not relating to the operation of the Station; (e) Excluded Contributor Contractsall contracts of insurance, all coverages and proceeds thereunder and all rights in connection therewith, including without limitation rights arising from any refunds due with respect to insurance premium payments to the extent related to such insurance policies; (f) All proteinsall pension, nucleic acid chainsprofit sharing plans and trusts and the assets thereof and any other employee benefit plan or arrangement and the assets thereof, cell lines and other biological materialsif any, and all data and information, resulting from or generated under the programs directed to allergens conducted maintained by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensSeller; (g) All Trademarks the accounts receivable of Contributorthe Station and WWVR and any other rights to payment of cash consideration for goods or services sold or provided prior to the Effective Time (defined below) or otherwise arising during or attributable to any period prior to the Effective Time (the “A/R”); (h) All Contributor Benefit Plansany computer software and programs used in the operation of the Station that are not transferable; (i) all rights and claims of Seller, whether mature, contingent or otherwise, against third parties with respect to the Station and the Station Assets, to the extent arising during or attributable to any period prior to the Effective Time; (j) all deposits and prepaid expenses (and rights arising therefrom or related thereto), except to the extent Seller receives a credit therefor under Section 1.7; (k) all claims of Seller with respect to any tax refunds; (l) computers and other assets located at Seller’s corporate headquarters, and all the centralized server facility, data links, payroll system and other operating systems and related assets owned or held by all Contributor Benefit Plansthat are used in the operation of multiple stations; and (im) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreementsassets listed on Schedule 1.2.

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights Notwithstanding anything to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specificallycontrary herein, the following assets (the "Excluded Assets") are included among the Excluded Assets not, and are excluded from the contributionshall not be deemed to be, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)Transferred Assets; (bi) Excluded Books Cash and Recordscash equivalents, any cash on hand or in bank accounts, certificates of deposit, commercial paper and similar securities except for (A) cash and cash equivalents of the Transferred Subsidiaries, (B) deposits securing bonds, letters of credit, leases and all other obligations related to the Allegiance Business, and (C) ▇▇▇▇▇ cash and impressed funds related to the Allegiance Business; (cii) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteinsExcept as otherwise provided in the Tax Sharing Agreement, nucleic acid chainsany right, cell lines and other biological materials, and all data and information, resulting from title or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-interest of ▇▇▇▇▇▇ AS dated February 8and its Subsidiaries in any U.S. federal, 2001state or local tax refund, credit or benefit (including any income with respect thereto) relating to the “Alk-U.S. operations of the Allegiance Business prior to the Spin-Off Date; (iii) Any amounts accrued on the books and records of ▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and its Subsidiaries or the Allegiance Business with respect to any Excluded Liabilities; (iv) Assets relating to the foregoing which Intellectual Property Rights (i) resulted provision of pensions and benefits to present or former employees of the Allegiance Business, but excluding assets transferred from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, Savings Plan to the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensAllegiance Retirement Plan as described in ARTICLE IX; (gv) All Trademarks Any corporate allocations of Contributornon-Allegiance Business-related assets heretofore made by ▇▇▇▇▇▇ or its Subsidiaries to the Allegiance Business for internal management responsibility reporting purposes; (hvi) All Contributor Benefit PlansAny intellectual property rights in and to the name "▇▇▇▇▇▇" and the related emblem design, and all assets owned any variants thereof, and the trademarks and trade names used by ▇▇▇▇▇▇ or held by all Contributor Benefit Plansits Subsidiaries in relation to the Retained Business except as provided in ARTICLE VIII; and (ivii) Any real property leases The preferred stock of Dade International Inc. which is restricted by agreement from transfer, exchange, assignment, pledge or other interests in real property except pursuant disposal prior to the Space Sharing AgreementsDecember 20, 1996.

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights Notwithstanding anything to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that contrary contained in Section 2.1(a) of this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. SpecificallyAgreement, the following assets of the Company are included among not part of the Excluded Assets sale and purchase contemplated hereunder, are excluded from the contributionAssets, transfershall remain the property of the Company after the Closing and shall not be purchased or assumed by the Purchaser (collectively, conveyancethe "EXCLUDED ASSETS"): (A) cash and cash equivalents, assignment (B) all property and assets of the BPS Division that were not historically used or delivery provided required, in any material respect, for under Section 2.1 hereof: the Business, including (aaa) accounts receivable of the Licensed Intellectual Property including BPS Division and accounts receivable of the Enabling Company not associated with the IM Division, (bb) property, plant and equipment and other tangible personal property, (cc) Intellectual Property and other intangible assets necessary or useful in the operation of the Company or the BPS Division, (dd) Permits of the Company, excluding those of the IM Division, (ee) the rights and benefits of and under all Operating Contracts, (ff) the documents, books and records of the Company and the BPS Division in any Copyrights form and which are not wholly associated with the IM Division, (C) deferred income Taxes and credits of the Company, (D) prepaid assets associated with the BPS Division, including insurance and all rights in software and ownership of insurance policies of the Company, (E) any claims and actions by the Company against the officers and directors of the Company, (F) any non-transferable Permits and Permits associated with the BPS Division that were not historically used or computer code within required (excluding general business licenses of the Licensed Intellectual Property (exceptCompany), in any material respect, for the Business, (G) all such casesBenefit Plans of the Company, to (H) the extent licensed or sublicensed to Company under the Technology License Agreement); (b) Excluded Books Company's Tax returns and Records; (c) Excluded Machinery financial statements, and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materialsassociated workpapers, and all data claims for refunds of Taxes and informationother fees and charges of a Governmental Body, resulting from or generated under (I) any shares of capital stock of the programs directed Company, (J) the corporate charter and other similar records of the Company, (K) the Company's qualifications to allergens conducted by or for Contributor prior conduct business, arrangements with registered agents, taxpayer and other identification numbers, seals, minute books, stock transfer books, and other documents relating to the Closing Date under organization, maintenance and existence of the Collaboration Agreement between MaxygenCompany, Inc. (L) all corporate names of the Company (other than the corporate names "Teltech," "Teltech Resources" or a similar iteration of the use of the name "Teltech"), telephone, telex and Alk-telephone facsimile numbers and other directory listings and internet and other electronic addresses (other than "▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇.▇▇▇" and "▇▇▇▇▇▇ Agreement”▇.▇▇▇"), (M) all sales, promotion, advertising, and marketing materials of whatever form or nature owned or licensed by or to the Company relating to the BPS Division or the Company generally, but excluding such that relates to the Business, (N) all goodwill of the Company, including the BPS Division, that is not the goodwill of the IM Division, (O) those other assets listed on SCHEDULE 2.1(a)(ii), and Intellectual Property Rights in and to (P) any rights of the foregoing which Intellectual Property Rights (i) resulted from or were generated Company under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ this Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing AgreementsAncillary Documents.

Excluded Assets. Contributor does not contributeNotwithstanding any provision to the contrary in this Agreement, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that nothing in this Agreement shall give Company no rights constitute or be construed as to require Seller to sell, assign, convey, transfer or deliver, and Buyer shall not be entitled to purchase, assume or acquire, any Excluded Assets and rights expressly granted pursuant right, title or interest in, to this Agreement and/or the Transaction Agreementsor under any property, including asset, business, operation or division of Seller, or any drug research or development programAffiliate thereof, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, in the following assets and properties which are included among the Excluded Assets and are hereby specifically excluded from the contributiondefinition of Purchased Assets (collectively, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:the "Excluded Assets"): (a) the Licensed Intellectual Property Assets summarized on Schedule 2.2(a), including the Enabling Intellectual Property Tasley generating facility and any Copyrights in software other generating facility of Seller or computer code within the Licensed Intellectual Property (exceptits Affiliates, in all such cases, to the extent licensed whether commissioned or sublicensed to Company under the Technology License Agreement)decommissioned; (b) Excluded Books The right, title and Recordsinterest of Seller and its successors, assigns and Representatives in, to and under certain electrical transmission or generation facilities (as opposed to distribution facilities) or information technology and telecommunications assets of Seller or any of its Affiliates located at or forming a part of the Purchased Assets (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 specified transmission and generation assets or information technology and telecommunications assets (other than the assets set forth on Schedule 2.1(f), all of which are included as Purchased Assets) (collectively, the "Transmission Assets"); (c) Excluded Machinery All certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and Equipmentinterests in joint ventures, partnerships, limited liability companies and other entities; (d) All cash, cash equivalents, bank deposits, notes receivable, prepaid expenses and interest accruing on Customer Deposits prior to the Closing Date (but not the Customer Deposits, except as provided in (v) below), including such as relate to any Excluded Personal PropertyAssets or the operation of the Purchased Assets and the Business prior to the Closing Date and any income, sales, payroll or other Tax receivables (in each case, whether held by Seller or any third party); (e) Excluded Contributor ContractsThe right, title and interest of Seller and its successors, assigns and Representatives in, to and under all intellectual property, including, but not limited to, the names "Delmarva Power & Light Company," "Delmarva Power," "DPL," "Conectiv," "Conectiv Power Delivery," "Pepco," "Pepco Holdings" or any derivation thereof, as well as any related or similar name, or any other trade names, trademarks, service marks, corporate names and logos, or any part, derivation, colorable imitation or combination thereof; (f) All proteinstariffs, nucleic acid chainsagreements and arrangements to which Seller or its Representatives is a party for the purchase or sale of electric capacity or energy, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor the purchase of generation, transmission, or ancillary services; (g) 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 under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”other than as provided in Section 2.1(l), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from whether accruing prior to, on or were generated under the programs related to allergens conducted by or for Contributor prior to after the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related toDate, or solely useful forincluding all claims for refunds, the discoveryprepayments, researchoffsets, developmentrecoupment, manufactureinsurance proceeds, commercialization insurance distributions, dividends or other exploitation of one proceeds, condemnation awards, judgments and the like, whether received as payment or more allergens; (g) All Trademarks of Contributorcredit against future Liabilities; (h) All Contributor Benefit PlansTax refunds or credits (including refunds or credits of real property Taxes paid or due with respect to the Purchased Assets and the Business, or any related real property), which refunds or credits are with respect to periods ending prior to the Closing Date, whether directly or indirectly, regardless of when actually paid; (i) All employment agreements and personnel records of Seller and its successors, assigns and Representatives, other than, to the extent permitted by applicable Law, Transferred Employee Records; (j) The minute books, stock transfer books, corporate seal and other corporate records of Seller and its successors, assigns and Representatives; (k) 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 set forth on Schedule 2.1(g); (l) All assets and properties owned or held by any Benefit Plan; (m) All insurance policies relating to the ownership, lease, maintenance or operation of the Purchased Assets; (n) All other assets and properties owned or leased by Seller or its successors, assigns and Representatives which are not principally used in or necessary for the operation of the Purchased Assets or the Business; (o) The vehicles not identified on Schedule 2.1(d); (p) The right, title and interest of Seller and its successors, assigns and Representatives under this Agreement and the Additional Agreements; (q) PBX telephone system and mobile and fixed radio communications equipment (Account 397.1); (r) Seller's assets related to the Business with respect to customers located in Maryland, Delaware, the District of Columbia, and New Jersey; (s) [Reserved]; (t) The real property (including all Contributor Benefit Plansimprovements thereon and all appurtenances thereto) identified on Schedule 2.2(t); (u) All inventory; and (v) (i) Any real property leases Customers' deposits or other interests in real property except pursuant Customer advances for construction that has been completed, (ii) the proportionate share of any Customers' deposits or Customer advances equal to the Space Sharing Agreementsportion of construction that has been completed, or (iii) Customers' deposits or Customer advances for new construction that has not commenced.

Excluded Assets. Contributor does Notwithstanding anything to the contrary contained herein, the Publishing Assets shall not contributeinclude the following assets or any rights, transfer, convey or assign any assets, properties, goodwill or rights to Company other than title and interest therein (the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) the Licensed Intellectual Property all cash and cash equivalents of Seller, including the Enabling Intellectual Property without limitation certificates of deposit, commercial paper, treasury bills, marketable securities, money market accounts and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed similar accounts or sublicensed to Company under the Technology License Agreement)investments; (b) Excluded Books all tangible and Recordsintangible personal property of Seller retired or disposed of between the date of this Agreement and Closing in accordance with Article 4; (c) Excluded Machinery and Equipmentall Contracts that are terminated or expire prior to Closing in accordance with Article 4; (d) Excluded Personal Propertytrade names unrelated to the operation of the Business, Seller’s corporate names, charter documents, and books and records relating to the organization, existence or ownership of Seller, duplicate copies of the records of the Business, and all records not relating to the operation of the Business; (e) Excluded Contributor Contractsall contracts of insurance, all coverages and proceeds thereunder and all rights in connection therewith, including without limitation rights arising from any refunds due with respect to insurance premium payments to the extent related to such insurance policies; (f) All proteinsall pension, nucleic acid chainsprofit sharing plans and trusts and the assets thereof and any other employee benefit plan or arrangement and the assets thereof, cell lines if any, maintained by Seller; (g) any computer software and other biological materialsprograms used in the operation of the Business that are not transferable; (h) all rights and claims of Seller, and all data and informationwhether mature, resulting from contingent or generated under otherwise, against third parties with respect to the programs directed Business or the Publishing Assets, to allergens conducted by the extent arising during or for Contributor attributable to any period prior to the Closing Date under Effective Time, except those with respect to the Collaboration Agreement between MaxygenAssumed Obligations and, Inc. to the extent attributable to the period after Closing, the Intangible Property; (i) all claims of Seller with respect to any tax refunds; (j) all computers and Alk-other assets located at Seller’s corporate headquarters, and the centralized server facility, data links, payroll system and other operating systems and related assets that are used in the operation of multiple business units provided, however, that the assets listed on Schedule 1.1(i), if any, are not within the definition of Excluded Assets; (k) all assets used in the business of publishing other magazines and publications; (l) the employment agreements of Seller with ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-and ▇▇▇▇ ▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreements.

Excluded Assets. Contributor does not contributeNotwithstanding anything to the contrary in this Agreement, transferSellers shall not, convey nor shall Sellers cause any of their Affiliates to, sell, transfer or assign assign, and Buyers and Buyers’ Affiliates shall not, nor shall Buyers or Buyers’ Affiliates have any right to, purchase or otherwise acquire, any right, title or interest in any of the following assets, properties, goodwill rights or rights interests of the Sellers or any of the Sellers’ Affiliates related to Company other than the Contributed Assets Business (the “Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) rights of Sellers and Sellers’ Affiliates arising under this Agreement, the Licensed Intellectual Property including Ancillary Agreements or from the Enabling Intellectual Property and any Copyrights in software or computer code within consummation of the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)Transactions; (b) Excluded Books and Recordsany Accounts Receivable to the extent not included in the calculation of Net Assets; (c) Excluded Machinery Cash, including Cash on hand and EquipmentCash in transit (except to the extent owned by the Acquired Entities or included in the calculation of Closing Net Business Debt); (d) Excluded Personal Propertybooks (including corporate minute books), documents, records (including stock records), files and Tax Returns of Sellers or Sellers’ Affiliates as may exist on the Closing Date which: (i) were prepared in connection with or relating to the Transactions, including bids received from other Persons and analyses relating to the Acquired Assets, the Assumed Liabilities or the Business; or (ii) are maintained by Sellers, their Affiliates and/or their Representatives, agents or licensees in connection with their respective Tax, legal, regulatory or reporting requirements (except to the extent related to the Business, in which case, Buyer Parent shall receive a copy of such); (e) Excluded Contributor ContractsIntellectual Property of any kind of Sellers or any of their Affiliates which is not specifically included in Sections 2.1, 2.1A and 2.1B, including the Olympus Brands and the Ancillary Intellectual Property; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed rights to allergens conducted refunds of Taxes paid by or on behalf of a Seller or any of their Affiliates (but not paid by Buyers or any of their Affiliates or any Acquired Entity) for Contributor prior to the Pre-Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensTax Periods; (g) All Trademarks of Contributorinsurance policies and Claims thereunder, except to the extent owned by the Acquired Entities; (h) All Contributor Benefit Plansthe services of any employee of Sellers or any of their Affiliates other than Diagnostics Employees, and all assets owned or held by all Contributor Benefit Plansexcept as provided in the Transition Services Agreement; and (i) Any real property leases or other interests the Olympus Benefit Plans and their assets, except as otherwise provided in real property except pursuant to the Space Sharing AgreementsSection 8.6.

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that Nothing in this Agreement shall give Company no rights will constitute or be construed as conferring on Purchaser, and Purchaser is not acquiring, any right, title or interest in or to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following (the "EXCLUDED ASSETS"), except to the extent Seller owns an interest in such assets as a tenant in common with the other Facilities Owners, in which event such interests in such assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereofAssets: (a) the Licensed Intellectual Property including assets listed or described on SCHEDULE 2.2(a) "Schedule of Excluded Assets," which are associated with the Enabling Intellectual Property and any Copyrights in software or computer code within Assets but are specifically excluded from the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)sale; (b) Excluded Books certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and Recordsinterests in joint ventures, partnerships, limited liability companies and other entities; (c) Excluded Machinery all cash, cash equivalents, bank deposits, accounts and Equipmentnotes receivable (trade or otherwise), except for such assets on deposit with, or under the control of, the Operating Agent; (d) Excluded Personal Propertyany and all data and information pertaining to customers of Seller or its Affiliates; (e) Excluded Contributor Contractsrights in, to and under all agreements and arrangements of any nature, which are not assigned to the Purchaser under the terms of this Agreement; (f) All proteinsall trade accounts receivable and all notes, nucleic acid chains, cell lines bonds and other biological materials, evidences of indebtedness of and all data and information, resulting rights to receive payments arising out of sales of energy from or generated under the programs directed to allergens conducted by or for Contributor Facilities prior to the Closing Date under and the Collaboration Agreement between Maxygensecurity arrangements, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8if any, 2001related thereto, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights including any rights with respect to any third party collection procedures or any other actions or proceedings which have been commenced in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensconnection therewith; (g) All Trademarks of Contributorrights arising under this Agreement or any instrument or document executed and delivered pursuant to the terms hereof; (h) All Contributor Benefit Plansany and all books and records not described in SECTION 2.1(J); (i) claims, choses in action, rights of recovery, rights of set-off, rights to refunds and similar rights, including but not limited to rights under any insurance policy or refunds of Taxes, relating to or arising out of the period prior to Closing (i) that do not arise from events, circumstances, occurrences or conditions that create a liability for which Purchaser is responsible hereunder as an Assumed Liability, and (ii) in respect of which Seller has incurred out-of-pocket costs or losses on the basis of which such claim, choses in action, rights of recovery, rights of set-off, rights to refunds or similar rights may be asserted but only to the extent of such costs and losses incurred prior to Closing ("EXCLUDED CLAIMS") (see SCHEDULE 2.2(i) for examples of Excluded Claims); (j) subject to the proviso of SECTION 2.1(J), all privileged or proprietary materials, documents, information, media, methods and processes not owned by the Facilities Owners in common or by the Operating Agent as agent for the Facilities Owners and any and all rights to use the same, including, without limitation, intangible assets of an intellectual property nature such as trademarks, service marks and trade names (whether or not registered), computer software that is proprietary to Seller, or the use of which under the pertinent license therefor is limited to operation by Seller or its Affiliates or on equipment owned by Seller or held its Affiliates; (k) the right to receive mail and other communications relating to any of the Excluded Assets or Excluded Liabilities, all of which mail and other communications shall be promptly forwarded by all Contributor Benefit PlansPurchaser to Seller; and (il) Any real property leases properties of Seller that are not used primarily in the ownership or other interests in real property except pursuant operation of the Assets. At any time or from time to time, up to ninety (90) days following the Closing, any and all of the Excluded Assets may be removed from the Facilities and the Facilities Switchyard by the Seller (at no expense to the Space Sharing AgreementsPurchaser, but without charge by the Purchaser for temporary storage), provided that Seller shall do so in a manner that does not unduly or unnecessarily disrupt normal business activities at the Facilities and the Facilities Switchyard, and provided further that Excluded Assets may be retained at the Facilities and the Facilities Switchyard to the extent permitted by easements, licenses, agreements or similar arrangements in favor of Seller.

Excluded Assets. Contributor does Notwithstanding the provisions of Section 2.1, the Purchased Assets will not contributeinclude any assets not used primarily in the operation of the Business, transferincluding, convey or assign without limitation, any of the following assets, properties, goodwill rights or rights to Company other than the Contributed Assets properties (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specificallycollectively, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:"EXCLUDED ASSETS"): (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement); (b) Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data assets, rights and information, resulting from properties of the Seller or generated under the programs directed to allergens conducted any of its Affiliates other than those used by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”)in connection with the operation of the Business; (b) any assets located at the Facility which are not owned by the Seller and are identified on Schedule 2.2(b) of the Disclosure Schedules; (c) any Cash of the Seller or any of its Affiliates, and Intellectual Property Rights in and including all bank accounts; (d) any rights or claims of the Seller or any of its Affiliates with respect to any Tax refund, carryback or carryforward or other credits to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or Seller for Contributor periods ending prior to the Closing Date Date; (e) any property, casualty, workers' compensation or other insurance policy or related insurance services contract relating to the Seller or any of its Affiliates, and any rights of the Seller or any of its Affiliates under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related any such insurance policy or contract, including, but not limited to, or solely useful forrights to any cancellation value and any payments under such policies related to claims made in connection with the 1998 explosion at the Facility; (f) any rights of the Seller under this Agreement, the discovery, research, development, manufacture, commercialization Ancillary Agreements or under any other exploitation of one or more allergensagreement between the Seller and the Purchaser; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plansall "Teledyne," "Allegheny Teledyne," "Teledyne ▇▇▇▇ Aeronautical" and "▇▇▇▇ Aeronautical" marks, including any and all assets owned trademarks or held by all Contributor Benefit Plans; and (i) Any real property leases service marks, trade names, registered and unregistered designs, slogans or other interests in real like property except pursuant relating to or including the names "Teledyne," "Allegheny Teledyne," "Teledyne ▇▇▇▇ Aeronautical" and "▇▇▇▇ Aeronautical," the marks Teledyne, Allegheny Teledyne, Teledyne ▇▇▇▇ Aeronautical, ▇▇▇▇ Aeronautical and any derivative thereof and the Teledyne, Allegheny Teledyne, Teledyne ▇▇▇▇ Aeronautical and ▇▇▇▇ Aeronautical logos or any derivatives thereof and any and all related trade dress; the Seller's proprietary computer programs or other software, including but not limited to the Space Sharing Agreements.Seller's proprietary data bases (including environmental databases), accounting and reporting formats, systems and procedures which are not used primarily in the Business; and any documents or information which are subject to the attorney-client or work product privilege;

Excluded Assets. Contributor does For the avoidance of doubt, and notwithstanding anything to the contrary in Section 1.1, the Seller shall not contributesell, transferand the Buyer shall not purchase, convey acquire or assign accept from the Seller, ownership of any assetsassets or properties not specifically referred to in Section 1.1, propertiesincluding without limitation any of those assets set forth below (collectively, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights interest in software or computer code within the Licensed Intellectual Property (except, in all such cases, real property other than pursuant to the extent licensed or sublicensed to Company under the Technology License Lease Agreement); (b) Excluded Books and Recordsany tangible assets (i) not constituting Transferred Equipment, Transferred Inventory or Transferred Records or (ii) not exclusively related to the Business Product Lines; (c) Excluded Machinery cash on hand, cash on deposit in banks and Equipmentcash equivalents, investments (including without limitation shares in any other Person) and bank accounts (and any cash balances in such accounts); (d) Excluded Personal Propertyaccounts and notes receivable, deferred charges, chattel paper and any other rights of the Seller to receive payments at the Effective Time, whether or not arising out of the operation of the Business Product Lines; (e) Excluded Contributor any rights under Contracts other than Transferred Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated any rights under the programs directed Transferred Contracts that do not relate to allergens conducted by the Business Product Lines or for Contributor the Products or that have accrued prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensEffective Time; (g) All Trademarks the Licensed Know-How and any other formulae, specifications, know-how, manufacturing methods and processes, trade secrets and technical information used or held for use by the Seller for or in relation to the manufacture of Contributorthe Products, subject to the license rights granted to the Buyer under the License Agreement; (h) All Contributor Benefit Plansany patents, patent applications, formulae, specifications, know-how, manufacturing methods and processes, trade secrets and technical information that are associated with or used or held for use in any product line or business of the Seller or any of its Affiliates (collectively, the “Seller Group”) other than the Business Product Lines; (i) any other assets, including customer and supplier lists, that are associated with or used in any product line or business of the Seller or any other member of the Seller Group other than the Business Product Lines, including without limitation rights to sell microspheres to the customers and for the applications set forth on Exhibit I; (j) any trademarks, trademark applications, trade names, service marks, service names, logos or designs other than the Transferred Trademarks, including without limitation the following marks: Aquence, Dorus, EA, Loctite, Macroplast and Technomelt (collectively, the “Excluded Trademarks”); (k) any universal resource locators or domain names of any member of the Seller Group, other than the Transferred Domain Name; (l) any rights of the Seller under any employment or employee related agreements; (m) any Contracts or assets related to any employee benefit plan or any written, unwritten, formal or informal plan or agreement involving direct or indirect compensation in which any employees of the Seller or any member of the Seller Group (including the Transferred Employees) participate; (n) any refunds, claims to refunds or rights to receive refunds from Federal, state, local or foreign taxing authority with respect to any and all taxes, customs, duties and governmental charges of whatever kind or nature, however denominated, including without limitation all income taxes, payroll and employee withholding taxes, unemployment insurance, social security, sales and use taxes, excise taxes, franchise taxes, gross receipts taxes, occupation taxes, real and property taxes, stamp taxes, transfer taxes, workers’ compensation taxes and other obligations of the same or a similar nature, including any interest, penalties or other additions to tax that may become payable in respect thereof, imposed (whether or not imposed by way of withholding) by any such authority (collectively, “Tax” or “Taxes”) relating to or accrued in any period ending prior to the Closing Date; (i) all books, records and other assets of the Seller or any other member of the Seller Group relating to corporate level activities including, without limitation, those relating to filings with the Internal Revenue Service or other Tax authorities and those relating to accounting and Tax functions, (ii) any corporate minute books, stock ledgers, charter documents, corporate seal and other corporate books and records of the Seller or any other member of the Seller Group, (iii) all books and records relating to any division, business unit or product line of the Seller or any other member of the Seller Group other than the Business Product Lines; and (iv) all documents and analyses prepared by the Seller or any other member of the Seller Group for internal evaluation purposes in connection with this Agreement or the sale of assets and operations of the Business Product Lines; (p) any insurance policies or rights to refunds or recoveries of Seller or its Affiliates (including policies relating to property, liability, business interruption, health and workers’ compensation), whether or not relating to the Transferred Assets or the Business Product Lines; (q) any computer hardware, software or other information technology rights or systems or infrastructure owned or held operated by any member of the Seller Group or provided by outside contractors other than the Transferred Know How or Transferred Records; (r) any assets used in the provision to the Business Product Lines of corporate, administrative or other programs and services; (s) the Seller’s rights under this Agreement and the Ancillary Documents; (t) financial assurance instruments, including without limitation letters of credit and surety or other bonds, related to permits and licenses of the Business Product Lines, all Contributor Benefit Plansof which may be cancelled by the Seller as of the Closing at the Seller’s sole option; (u) all rights of the Seller to any inventory or other assets related to the Seller’s claims against customers in bankruptcy as of the Closing Date; and (iv) Any real property leases or any other interests assets specifically listed in real property except pursuant to the Space Sharing AgreementsSchedule 1.2(v).

Excluded Assets. Contributor does Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall constitute or be construed as conferring on Buyer, and Buyer is not contributeacquiring, transferany right, convey title or assign any assetsinterest of Seller or its Affiliates in or to the following assets whether or not associated with the Purchased Assets or the Gasification Real Property, properties, goodwill or rights to Company other than and which are hereby excluded from the Contributed sale and from the definition of Purchased Assets and the Gasification Real Property herein (the “Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) the Licensed Intellectual Property including the Enabling Intellectual Property Certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness and any Copyrights interests in software or computer code within the Licensed Intellectual Property (exceptjoint ventures, in all such casespartnerships, to the extent licensed or sublicensed to Company under the Technology License Agreement)limited liability companies and other entities; (b) Excluded Books All cash, cash equivalents, bank deposits, accounts and Recordsnotes receivable (trade or otherwise), prepaid expenses relating to the ownership and operation of the Purchased Assets and the ownership of the Gasification Real Property and any income, sales, payroll or other receivables with respect to Taxes; (c) Excluded Machinery The right, title and Equipmentinterest of Seller and its successors, assigns, Affiliates and/or Representatives in and to the names “Wabash River Station” or any derivation or variation thereof, as well as any related or similar name, or any other trade names, trademarks, service marks, corporate names and logos, or any part, derivation, colorable imitation or combination thereof, other than as specified in Section 2.1(a)(viii); (d) Excluded Personal PropertyExcept to the extent, if any, constituting a Seller’s Agreement, all tariffs, agreements and arrangements to which Seller or any Affiliate thereof is a party for the purchase or sale of electric capacity and/or energy or for the purchase or sale of ancillary services involving the Purchased Assets or otherwise; (e) Excluded Contributor ContractsExcept in respect of Assumed Liabilities, the rights of Seller or any Affiliate thereof in and to any causes of action against third parties relating to any Acquired Real Property, Tangible Personal Property, Unit 1 Permits, Station Permits, Taxes or Seller’s Agreements, if any, including any claims for refunds (other than those Tax refunds that are covered by Section 2.2(f)), prepayments, offsets, recoupment, insurance proceeds, condemnation awards, judgments and the like, whether received as payment or credit against future liabilities, relating specifically to Unit 1 or the Acquired Real Property and relating to any period prior to the Closing Date; (f) All proteinsAny refunds of Taxes attributable to the Purchased Assets and the Gasification Real Property, nucleic acid chainswhich refunds are the result of proceedings that, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between MaxygenDate, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from were instituted by Seller or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation its Affiliates regardless of one or more allergenswhen actually paid; (g) All Trademarks employees of ContributorSeller and all personnel records other than records the disclosure of which to Buyer is required by Law; (h) All Contributor Benefit PlansThe minute books, stock transfer books, corporate seal and all assets owned or held by all Contributor Benefit Plans; andother corporate records of Seller; (i) Any amount received after the Closing Date for electricity generated by Unit 1 that was sold or delivered prior to the Closing Date; (j) All insurance policies relating to the Purchased Assets and the Gasification Real Property; (k) Any and all of Seller’s rights in any contract or arrangement that is not a Seller’s Agreement or that represents an intercompany transaction between Seller and an Affiliate of Seller, whether or not such transaction relates to the provision of goods and services, payment arrangements, intercompany charges or balances, or the like; (l) Seller’s rights under this Agreement, the Related Agreements and the Transaction Agreements; (m) All rights to the services of employees of Seller and all rights under and with respect to any ERISA Affiliate Plans; (n) All of Seller’s electric generating units at the Station other than Unit 1 and the other properties, assets and rights set forth on Schedule 2.2(n); (o) All electrical transmission facilities of Seller or any of its Affiliates located at the Station (whether or not regarded as a “transmission” asset for regulatory or accounting purposes), including all switchyard facilities, substation facilities and support equipment (and related permits, contracts and warranties), but excluding, for the avoidance of doubt, those generation step-up transformers set forth on Schedule 2.1(a)(iii); (p) All assets, equipment and tangible or intangible personalty and rights that are not Purchased Assets, that are owned, operated or used by Seller or its Affiliates at the Station but not solely for or in connection with Unit 1, including without limitation those assets, equipment and tangible or intangible personalty and rights that are used in connection with the operation or support of any two or more of Seller’s electric generating units at the Station, whether or not including ▇▇▇▇ ▇ (such assets and properties, the “CF” including those items described in Schedule 2.2(p)). For the avoidance of doubt, Seller is not transferring or otherwise conveying to Buyer hereunder, as part of the Purchased Assets or otherwise, any interest in the CF; it being understood that, subject to the terms and conditions thereof, Seller shall make available to Buyer under the Facilities Operation and Services Agreement a right to use the CF commensurate with the Purchased Assets; (q) Any and all rights in, under or to any real property leases or other interests in real property except pursuant than the Acquired Real Property; (r) The Station Permits, the Parties acknowledging and understanding that Buyer’s rights and obligations with respect to the Space Sharing AgreementsStation Permits shall be in accordance with and as set forth in the Facilities Operation and Services Agreement and the Operation and Maintenance Agreement; and (s) Any Emissions Allowances other than those that will belong to Buyer, as described in Section 3.8.

Excluded Assets. Contributor does Notwithstanding anything to the contrary contained herein, the Station Assets shall not contributeinclude the following assets or any rights, transfer, convey or assign any assets, properties, goodwill or rights to Company other than title and interest therein (the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) all cash and cash equivalents of the Licensed Intellectual Property Companies, including the Enabling Intellectual Property without limitation certificates of deposit, commercial paper, treasury bills, marketable securities, money market accounts and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed similar accounts or sublicensed to Company under the Technology License Agreement)investments; (b) Excluded Books all tangible and Recordsintangible personal property of the Companies retired or disposed of between the date of this Agreement and Closing in accordance with Article 4; (c) Excluded Machinery and Equipmentall Station Contracts that are terminated or expire prior to Closing in accordance with Article 4 or Section 5.7 (including any Station Contract that is an employment agreement or similar contract that is distributed or assigned to Seller); (d) Excluded Personal Propertyall corporate and trade names unrelated to the operation of the Stations (including the name “Emmis”), charter documents, and books and records relating to the organization, existence or ownership of Seller, duplicate copies of the records of the Stations and the Companies, and all records not relating to the operation of the Stations; (e) Excluded Contributor Contractsall contracts of insurance, all coverages and proceeds thereunder and all rights in connection therewith, including without limitation rights arising from any refunds due with respect to insurance premium payments to the extent related to such insurance policies; (f) All proteinsall pension, nucleic acid chainsprofit sharing plans and trusts and the assets thereof and any other employee benefit plan or arrangement and the assets thereof, cell lines and other biological materialsif any, and all data and information, resulting from maintained by Seller or generated under its affiliates for the programs directed to allergens conducted by or for Contributor prior to benefit of the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensCompanies; (g) All Trademarks receivables for the reimbursement of Contributorthe cost of capital equipment and relocation related expenses paid for by Seller and relating to the Sprint/Nextel relocation project; (h) All Contributor Benefit Plansany non-transferable shrinkwraped, computer software and any other non-transferable computer licenses that are not material to the operation of the Stations; (i) all rights and claims of the Companies, whether mature, contingent or otherwise, against third parties with respect to the Stations and the Station Assets, to the extent arising during or attributable to any period prior to the Effective Time (other than the assets included in Working Capital); (j) all claims of the Companies with respect to any Tax (defined below) refunds (except to the extent Buyer is economically responsible for the underlying Tax or the underlying Tax is included in Working Capital); (k) computers and other assets located at the Emmis Communications Corporation headquarters, and all assets owned or held by all Contributor Benefit Plansthe centralized server facility, data links, payroll system and other group-wide operating systems; and (il) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreementsassets listed on Schedule 1.3 (if any), and the slogan “Great Media, Great People, Great Service.”

Excluded Assets. Contributor does Buyer is not contributeacquiring any of Seller’s cash, transfercash equivalents, convey receivables, fixed assets not described as part of the Specified Assets or assign any assetsother asset of Seller that is not within the definition of Specified Assets. Additionally, propertiesSpecified Assets, goodwill or rights to Company other than as such term is used herein, also shall not include any of the Contributed Assets following assets of Seller (the “Excluded Assets”). Company acknowledges that this Agreement shall give Company no ): (i) all rights of Seller under its licenses or agreements with Adobe Systems Incorporated and Novell Inc.; (ii) all rights and obligations of Seller under all existing agreements with all of its other vendors, independent contractors or licensors, including, without limitation, license agreements, maintenance and service agreements and engineering service agreements; provided none of which transfer title to any Excluded Assets and rights expressly granted Intellectual Property owned by Seller; (iii) all of Seller’s customized Intellectual Property that has been previously integrated into products or services licensed or otherwise provided by Seller to third parties or specifically created for customers of the Seller after December 7, 2007 other than Buyer and, which, in either case, (i) has not also been provided to or integrated into products or services licensed to Buyer, or (ii) developed pursuant to this Agreement and/or or in connection with the Transaction Existing Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:; (aiv) the Licensed all rights and obligations of Seller under all existing agreements with all of its customers, including, without limitation, license agreements, maintenance and service agreements and engineering service agreements with all of its customers, provided none of which transfer title to any Intellectual Property including owned by Seller; (v) all rights of Seller under the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property Lease (except, in all such cases, except to the extent licensed or sublicensed and subject to Company under the Technology License Agreementterms of the Sublease); (bvi) Excluded Books the telephone system, telephones, telephone lines, cables, wiring, servers, leasehold improvements (except to the extent rights of ownership or use are granted under the Sublease) and Recordsany other tangible assets that are used on a company wide basis by Seller; (cvii) Excluded Machinery any third-party software listed on Schedules 2.1(b) and Equipment2.2(c) hereto that is presently licensed to Seller for the computers and work stations which are part of the Fixed Assets (except to the extent that consent can be obtained without cost to Seller and without delay in the Closing or as may be otherwise agreed to by Buyer and Seller, in which case Schedules 2.1(b) and 2.2(c) will be appropriately amended); (dviii) Excluded Personal Propertyall of Seller’s trademarks, service marks, trade names, trademark and service m▇▇▇ applications, domain names and websites; (eix) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and any Intellectual Property Rights developed or created after December 7, 2007 that has not been developed, created or utilized for the Buyer or integrated into products or services licensed to Buyer or developed pursuant to or in and to connection with the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit PlansExisting Agreements; and (ix) Any real property leases or other interests in real property any Intellectual Property purchased after December 7, 2007, except pursuant to the Space Sharing Agreementsextent such Intellectual Property is provided to or integrated into products or services licensed to Buyer.

Excluded Assets. Contributor does Notwithstanding anything to the contrary contained herein, it is expressly understood and agreed that the Station Assets shall not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, include the following assets are included among along with all rights, title and interest therein which shall be referred to as the "Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereofAssets": (a) 1.2.1 all cash, cash equivalents or similar type investments of Seller, such as [NYCORP] 35907.1 certificates of deposit, Treasury bills and other marketable securities on hand and/or in banks; 1.2.2 all tangible and intangible personal property disposed of or consumed in the Licensed Intellectual Property including ordinary course of business between the Enabling Intellectual Property date of this Agreement and any Copyrights in software the Closing Date, or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company as permitted under the Technology License Agreement)terms hereof; (b) Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and 1.2.3 all data and information, resulting from Contracts that have terminated or generated under the programs directed to allergens conducted by or for Contributor expired prior to the Closing Date under in the Collaboration Agreement between Maxygenordinary course of business or as permitted hereunder; 1.2.4 Seller's corporate seal, Inc. minute books, charter documents, corporate stock record books and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), such other books and Intellectual Property Rights in and records as pertain to the foregoing which Intellectual Property Rights (i) resulted from organization, existence or were generated under share capitalization of Seller and duplicate copies of such records as are necessary to enable Seller to file its tax returns and reports as well as any other records or materials relating to Seller generally and not involving specific aspects of the programs related Stations's operation; 1.2.5 Contracts of insurance and all insurance proceeds or claims made by Seller relating to allergens conducted property or equipment repaired, replaced or restored by or for Contributor Seller prior to the Closing Date; 1.2.6 any and all other claims made by Seller with respect to transactions prior to the Closing Date under and the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, proceeds thereof to the extent Seller has expended funds or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensincurred a loss relating to same; 1.2.7 all pension, profit sharing or cash or deferred (gSection 401(k)) All Trademarks of Contributor; (h) All Contributor Benefit Plansplans and trusts and the assets thereof and any other employee benefit plan or arrangement and the assets thereof, and all assets owned if any, maintained by Seller or held by all Contributor Benefit Plansits parent organization; and (i) Any real property leases 1.2.8 any books and records relating to any of the foregoing. 1.2.9 all accounts receivable or other interests in real property except pursuant notes receivable of Seller for services performed or [NYCORP] 35907.1 provided by Seller prior to the Space Sharing Agreements.Closing Date;

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that Notwithstanding anything in this Agreement to the contrary, the Acquired Assets shall give not include (collectively, the "EXCLUDED ASSETS"): (a) any right, title or interest of the Sellers under or related to this Agreement and the agreements contemplated to be executed in connection herewith, including, without limitation, the consideration delivered to the Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights other agreements executed in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)connection herewith; (b) Excluded Books the corporate seals, minutes books, stock books, blank share certificates, tax returns and Recordsother records relating to the corporate organization or tax reporting of the Company; (c) Excluded Machinery and Equipmentany licenses, permits, orders or approvals from any federal, state or local government or any agency or bureau thereof that are not transferable under applicable laws; (d) Excluded Personal Property;the shares of capital stock or other equity interests in (i) the Company, (ii) any subsidiary of the Company, and (iii) any Affiliate of any Shareholder or of the Shareholders. (e) Excluded Contributor Contractsall of the Company's insurance policies and rights thereunder, except as set forth in the DISCLOSURE SCHEDULES; (f) All proteins, nucleic acid chains, cell lines all personnel records and other biological materials, and all data and information, resulting from or generated under records that the programs directed Company is required by law to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights retain in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensits possession; (g) All Trademarks all rights in connection with and assets of Contributorany employee benefit plan or arrangement of the Company (including, without limitation, the ERISA Plans, any 401(k) plan, any profit sharing plan, employee pension benefit plan, employee welfare benefit plan, bonus plan, stock option or equity incentive plan, warrant or severance plan or arrangement) or any employment, severance, consulting, change-in-control or similar agreement, except as set forth in the DISCLOSURE SCHEDULES; (h) All Contributor Benefit Plansthe software product or products owned by Escolutions, LLC and licensed by Escolutions, LLC to the Company; for avoidance of doubt, the Company's license to use such software shall be included in the Assigned Contracts; (i) all assets owned claims (and benefits to the extent they arise therefrom) and litigation against third parties to the extent that such claims and litigation relate to any Excluded Assets or held by all Contributor Benefit PlansExcluded Liabilities; (j) any rights to any of the Company's claims for any federal, local or state tax refunds; and (ik) Any real property leases or other interests prepaid expenses and deposits as set forth in real property except pursuant the DISCLOSURE SCHEDULES and only to the Space Sharing Agreementsextent that Purchaser does not assume a corresponding liability hereunder and rights arising from prepaid expenses with respect to the Excluded Assets.

Excluded Assets. Contributor does Notwithstanding any provision herein to the contrary, the Assets shall not contribute, transfer, convey or assign any assets, properties, goodwill or rights include the following (herein referred to Company other than as the Contributed Assets (“"Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:"): (a) the Licensed Intellectual Property including the Enabling Intellectual Property all cash, cash equivalents, bank deposits, accounts receivable, and any Copyrights in software income, sales, payroll or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)other tax receivables; (b) Excluded Books certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, interests in joint ventures, partnerships, limited liability companies and Recordsother entities; (c) Excluded Machinery and Equipmentthe names "Commonwealth Energy System," "COM/Energy," "COM/Electric," "Commonwealth Electric Company," "Canal Electric Company," "Cambridge Electric Light Company," or any related or similar trade names, trademarks, service marks or logos; (d) Excluded Personal Propertythe transmission, distribution, substation and communication facilities and related support equipment that are generally located at or adjacent to the Canal Station and belonging to Canal or one or more of its Affiliates and utilized in the electric transmission and distribution businesses of Canal or such Affiliates as identified in the diagram attached as Exhibit 1 to the Interconnection Agreement; and those assets to be sold to Commonwealth Electric Company on or before the Closing listed on Schedule 2.2(d) hereto; (e) Excluded Contributor Contractsany refund or credit (i) related to real or personal property Taxes paid prior to the Closing Date in respect of the Assets, whether such refund is received as a payment or as a credit against future real or personal property Taxes payable, or (ii) arising under any Seller's Agreement and relating to a period before the Closing Date; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior except to the Closing Date under extent specifically required by law, all personnel records relating to employees of the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (Seller who become employees of the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens;Buyer; and (g) All Trademarks of Contributor; (h) All Contributor Benefit Plansthe other rights and assets, and all assets owned if any, described or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests referred to in real property except pursuant to the Space Sharing AgreementsSchedule 2.2(g).

Excluded Assets. Contributor does not contributeNotwithstanding anything to the contrary set forth herein, transferSeller shall reserve and retain, convey and Buyer shall have no interest or assign rights in, to or under, any of the following properties and assets (such properties and assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) the Licensed Intellectual Property including the Enabling Intellectual Property all trade credits, accounts, receivables, instruments, general intangibles and any Copyrights in software other proceeds, benefits, income or computer code within the Licensed Intellectual Property (except, in all such cases, revenues attributable to the extent licensed or sublicensed Properties (including from the sale of any Hydrocarbons) with respect to Company under any period of time prior to the Technology License Agreement)Effective Time; (b) Excluded Books all rights and Recordsinterests of Seller (or any of its affiliates) (i) under any policy or agreement of insurance or indemnity (including all amounts due or payable to Seller as adjustments to insurance premiums related to the Properties), (ii) under any bond, (iii) to any insurance proceeds or award and (iv) to any condemnation proceeds or awards to the extent relating to any condemnation of the Properties prior to the Closing; (c) all claims of Seller (or any of its affiliates) for refunds of, and any loss or credit carryovers or similar items with respect to, (i) Asset Taxes attributable to any period of time prior to the Effective Time, (ii) Income Taxes (as defined in Section 6.1(b)) or (iii) any Taxes (as defined in Section 6.1(a)) attributable to the Excluded Machinery and EquipmentAssets; (d) Excluded Personal Propertyall of the Seller Marks (as defined in Section 9.4) and all of Seller’s proprietary computer software, patents, trade secrets, copyrights and other intellectual property; (e) Excluded Contributor Contractsany items described on Schedule 1.2(e), all Retained Properties (as defined in Section 5.3(c)) and all Governmental Bonds (as defined in Section 4.2); (f) All proteinsall vehicles, nucleic acid chainsrolling stock and drilling rigs, cell lines and other biological materialswhether owned or leased, and all data spare parts and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergenstools; (g) All Trademarks of Contributorall contracts and agreements that are not Applicable Contracts and any rights to personal property arising thereunder; (h) All Contributor Benefit Plansall contracts and agreements relating to swaps, futures and other similar derivative-based transactions; (i) all master services agreements (including any purchase orders and work orders thereunder), field data collection agreements and similar contracts and agreements for the supply of services or products both to the Properties and to other properties, assets or businesses of Seller; (j) all corporate, financial, Tax, legal (including all work product of, and attorney-client communications with, Seller’s (or any of its affiliates’) legal counsel) and other business data and records of Seller that relate to Seller’s business generally (or the business of any of Seller’s affiliates); (k) all assets owned data and records relating to any sale of the Properties, including bids received from, and records of negotiations with, any person other than Buyer and any of its affiliates or held by all Contributor Benefit Plansrepresentatives; and (il) Any real property leases all geophysical and other seismic and related technical data and information (including interpretive data and information) owned or other interests in real property except pursuant to the Space Sharing Agreementslicensed by Seller (or any of its affiliates).

Excluded Assets. Contributor does The Purchased Assets do not contribute, transfer, convey include any property or assign any assets, properties, goodwill or rights to Company assets of Seller other than as described in Section 2.1 and, notwithstanding any provision to the Contributed contrary in Section 2.1 or elsewhere in this Agreement (other than as set forth on Schedule 2.1(j)), the Purchased Assets do not include the following property or assets of Seller (all assets excluded pursuant to this Section 2.2, the “Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) the Licensed Intellectual Property including the Enabling Intellectual Property cash, cash equivalents, and any Copyrights bank deposits except as described in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License AgreementSection 2.1(l); (b) Excluded Books certificates of deposit, shares of stock, securities, bonds, debentures, evidences of Indebtedness, and Recordsany other debt or equity interest in any Person; (c) Excluded Machinery all assets used by Seller in performing corporate, support, administrative and Equipmentother services from locations outside of the Territories; (d) Excluded Personal Propertyall assets relating to the Benefit Plans, except for those assets transferred pursuant to Section 7.11; (e) Excluded Contributor Contractsall information technology and communications equipment, network resources, software applications, websites and integrated systems of Seller (other than the IT Assets), which for the avoidance of doubt may also be used in connection with the Business and the operation of the Purchased Assets, such as network resources and integrated systems of Seller to which the IT Assets connect or with which the IT Assets communicate; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and all Contracts set forth on Schedule 2.2(f), (ii) all Material Contracts existing as of the date hereof that are solely related tonot set forth on Schedule 5.10(a) as of the date hereof, unless otherwise elected by Buyer to be included as Purchased Assets, and (iii) except as otherwise provided in Section 7.1(b) or solely useful forunless otherwise elected by Buyer to be included as Purchased Assets, any Business Agreement that is entered into after the date hereof that, if existing on the date hereof, would be required to be set forth on Schedule 5.10(a) as a Material Contract (all of the foregoing, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens“Retained Agreements”); (g) All Trademarks any assets that have been disposed of Contributorby Seller in compliance with this Agreement after the date hereof and prior to the Closing; (h) All Contributor Benefit Plansexcept to the extent provided in Section 3.4, Section 7.2(b) and Section 7.9(c), all books and records of Seller or any of its Affiliates other than the Documents, including (A) the corporate seal, Governing Documents, minute books or stock books of Seller or any of its Affiliates and the original financial and accounting books and records and Tax Returns of Seller or any of its Affiliates (including supporting work papers and other documents relating to the financial, accounting and Tax policies of Seller, such as transfer pricing studies and other proprietary information related to the preparation and filing of Tax Returns, calculations of Tax and similar matters), and (B) copies of any books and records relating to the ongoing businesses (other than the Business) of Seller or any of its Affiliates; (i) the Seller Marks (which, for the avoidance of doubt, do not include any Business Marks); (j) any refund of or credit for Taxes of Seller, and any refund of or credit for Taxes with respect to the ownership of the Purchased Assets or the operation of the Business related to a Pre-Closing Tax Period paid by or on behalf of Seller, whether such refund is received as a payment or as a credit against future Taxes payable; (k) except to the extent expressly provided in Section 2.1(i), all Claims of Seller against any Person; (l) all insurance policies, and, subject to Buyer’s rights under Section 7.12(a), the rights thereunder, including any such policies and rights in respect of the Purchased Assets or the Business; (m) the rights of Seller arising under or in connection with this Agreement, any certificate or other document delivered in connection herewith, and any of the transactions contemplated hereby and thereby; (n) all attorney-client privilege and attorney work-product protection of Seller or associated with the Business arising with respect to legal counsel representation of Seller or its Affiliates or the Business in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements and all documents subject to the attorney-client privilege or work-product protection described in this Section 2.2(n); (o) all rights in, to and under all Permits and other rights under any Law, other than the Transferrable Permits; (p) any investment in the capital stock or other equity interests of (or any intercompany advances to) any Affiliate of Seller; (q) all personnel records and other records relating to the Business that Seller or any Affiliate of Seller is required by Law to retain in its possession to the extent so required; (r) all loans to employees of Seller or any of its Affiliates other than normal travel or expense allowances; (s) all documents maintained by Seller in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements; (t) subject to Section 7.16, the Shared Contracts and the Contracts set forth on Schedule 2.2(t); (u) the assets owned or held by all Contributor Benefit Plansand other rights set forth on Schedule 2.2(u); and (iv) Any real property leases any other asset of Seller or other interests in real property except pursuant to the Space Sharing Agreementsany of its Affiliates that is not a Purchased Asset.

Excluded Assets. Contributor does The Bismarck Assets shall not contributeinclude any right, transfertitle or interest of Seller in, convey to or assign under any assets, properties, goodwill or rights to Company other than of the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereoffollowing: (a) Except for the Licensed Intellectual Property including BNC National Bank Checking Account #606231 and that portion of the Enabling Intellectual Property account balance assigned to Buyer on Schedule 1.1(h), all cash, deposits, bank accounts, certificates of deposit, securities and any Copyrights in software or computer code within the Licensed Intellectual Property (exceptother cash equivalents as of March 1, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)1998; (b) Excluded Books All inter-company accounts and Recordsnotes; (c) Excluded Machinery All rights to the names Fronteer Financial Holdings, Ltd. and EquipmentFronteer Marketing Group, Inc. and any variations thereof and any and all trademarks or service marks which embody such names, except that Seller grants to Buyer a revocable nonexclusive license to use the name Fronteer Directory Company upon the following limited conditions; (i) during the license period Buyer shall use the name Fronteer Directory Company only to assist in the collection of the receivables set forth in Schedule 1.1(d) hereto; (ii) Buyer shall not use the name Fronteer Directory Company in any other manner or for any other purpose; (iii) Buyer shall, anytime it uses the name Fronteer Directory Company, limit the use of the name to the following specific phrase "Formerly Known As Fronteer Directory Company" and shall not use the name in any other form or context; and (iv) Buyer's nonexclusive license shall terminate on the earlier of (a) the date on which all receivables set forth on Schedule 1.1 (d) Excluded Personal Propertyare collected or such collection is abandoned by Buyer; (eb) Excluded Contributor Contracts; Seller terminates Buyer's license upon Notice as provided in Section 7.5 hereof; or (fc) All proteinsDecember 31, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans1998; and (id) Any real property leases equipment, fixtures, receivables, contracts, agreements, rights or other interests in real property except instruments not purchased or assumed by Buyer pursuant to the Space Sharing Agreementsthis Agreement.

Excluded Assets. Contributor does not contributeNotwithstanding anything to the contrary contained in this Section 2.1, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant Parties to this Agreement and/or expressly understand and agree that the Transaction AgreementsSeller is not agreeing hereunder to sell, including assign, transfer or convey to the Buyer any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributorthe Excluded Assets. Specifically, The Excluded Assets shall consist of the following assets are included among the Excluded Assets property, rights and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereofinterests: (ai) any amounts payable to Seller under the Licensed Intellectual Property including Assigned Contracts listed on Schedule 3.11 based upon or attributable to performance under such Assigned Contracts provided by the Enabling Intellectual Property and Seller or the operation of the Acquired Assets by the Seller prior to the Closing Date; (ii) any Copyrights in software or computer code within the Licensed Intellectual Property refunds with respect to Taxes relating to any Pre-Closing Period; (except, in all such cases, iii) any Contract to the extent licensed that such Contract will not be assigned under Section 5.10 or sublicensed becomes an Excluded Contract under Paragraph 2.1 (a)(vii); provided however, that the Contracts referred to Company in Section 5.10 and in this Paragraph 2.1(b)(iii) shall constitute Assigned Contracts for purposes of the representations and warranties and covenants under this Agreement, and provided further that if after Closing the Technology License AgreementParties obtain the Consent to assignment of any Assigned Contract that is not assigned at Closing pursuant to Section 5.10, the Assigned Contract so affected shall then be assigned to Buyer and shall become an Acquired Asset rather than an Excluded Asset; (iv) any Acquired Asset which becomes the subject of a Total Loss prior to Closing, as provided in Section 2.5(c)(i); (bv) Excluded Books and Recordsany rights to contribution, indemnity and/or defense related to the ownership of the Acquired Assets or the Business prior to Closing but only to the extent such rights relate to Retained Obligations or to remediation or repairs effected by Seller prior to Closing; (cvi) Excluded Machinery all defenses related to liabilities and Equipmentobligations retained by Seller; (dvii) Excluded Personal Propertytrademarks and trade-names of Seller and its Affiliates; (eviii) Excluded Contributor Contracts; (f) All proteinsthe minute book, nucleic acid chains, cell lines stock transfer records and other biological materials, similar corporate and all data limited liability company records of Seller and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plansits predecessors; and (iix) Any real property leases or any other interests assets not specifically described in real property except pursuant to the Space Sharing AgreementsSection 2.1(a).

Excluded Assets. Contributor does Notwithstanding anything to the contrary contained herein, it is expressly understood and agreed that the Station Assets shall not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, include the following assets are included among along with all right, title and interest therein (collectively, the "Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:Assets"): (a) the Licensed Intellectual Property including the Enabling Intellectual Property All cash, cash equivalents or similar type investments of Seller, such as certificates of deposit, Treasury bills and any Copyrights other marketable securities on hand and/or in software or computer code within the Licensed Intellectual Property (exceptbanks, in and all such cases, accounts receivable generated from broadcasts by Seller prior to the extent licensed or sublicensed to Company under the Technology License Agreement)Closing Date; (b) Excluded Books All contracts or agreements to which Seller is a party that (i) have been terminated in accordance herewith, (ii) have expired prior to the Closing Date in the ordinary course of business, or (iii) Buyer has not assumed, as further described in Sections 2.1 and Records2.2 hereof; (c) Excluded Machinery Seller's corporate seal, minute books, charter documents, corporate stock record books and Equipmentsuch other books and records relating to the organization, existence or capitalization of Seller and duplicate copies of such records conveyed to Buyer as are necessary to enable Seller to file its tax returns and reports as well as any other records or materials relating to Seller generally and not involving the Station's operations; (d) Excluded Personal PropertyContracts of insurance and all insurance proceeds or claims made by Seller relating to property or equipment repaired, replaced or restored by Seller prior to the Closing Date; (e) Excluded Contributor ContractsAny and all claims made by Seller with respect to transactions prior to the Closing Date and the proceeds thereof, except claims with respect to obligations to be assumed by Buyer pursuant to Section 2.1 hereof; (f) All proteinsother rights, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from interests or generated under the programs directed to allergens conducted by intangible assets of Seller which are not specifically identified on SCHEDULE 1.1(b) or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”which are identified on SCHEDULE 1.2(f), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks Any books and records relating to any of Contributor;the foregoing, except to the extent that Buyer wishes to make, at its expense, a duplicate copy of such materials in order to facilitate its operation of the Station and conduct of its business; and (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real tangible personal property leases or other interests disposed of in real property except pursuant to the Space Sharing Agreementsordinary course of business as permitted under this Agreement.

Excluded Assets. Contributor does Notwithstanding anything to the contrary contained herein, the Station Assets shall not contributeinclude the following assets or any rights, transfer, convey or assign any assets, properties, goodwill or rights to Company other than title and interest therein (the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) the Licensed Intellectual Property all cash and cash equivalents of Emmis, including the Enabling Intellectual Property without limitation certificates of deposit, commercial paper, treasury bills, marketable securities, money market accounts and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed similar accounts or sublicensed to Company under the Technology License Agreement)investments; (b) Excluded Books all tangible personal property of Emmis retired or disposed of between the date of this Agreement and RecordsClosing in the ordinary course of business; (c) Excluded Machinery all Station Contracts that are terminated or expire prior to Closing in the ordinary course of business, any Station contracts assigned to and Equipmentassumed by GRC prior to Closing, all of the Station’s cash and barter time sales agreements, and all contracts entered into after the date hereof that (y) do not comply with the provisions of Section 5.1(h), and (z) have not been approved or accepted in writing by GRC; (d) Excluded Personal Propertyall trademarks, trade names, service marks, internet domain names, copyrights, programs and programming material, jingles, slogans and logos of the Station and such other items of intangible property identified in Schedule 2.2; (e) Excluded Contributor ContractsEmmis’ corporate and trade names not exclusive to the operation of the Station (including the name “Emmis”), charter documents, and books and records relating to the organization, existence or ownership of Emmis, duplicate copies of the records of the Station, and all records not relating to the Station Assets; (f) All proteinsall contracts of insurance, nucleic acid chainsall coverages, cell lines claims and other biological materials, proceeds thereunder and all data and informationrights in connection therewith, resulting including without limitation rights arising from or generated under the programs directed any refunds due with respect to allergens conducted by or for Contributor prior insurance premium payments to the Closing Date extent related to such insurance policies; provided, however, that certain claims and proceeds under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and contracts of insurance shall be subject to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation provisions of one or more allergensSection 6.4 hereof; (g) All Trademarks of Contributorall Station Benefit Plans (as hereafter defined) and the assets thereof; (h) All Contributor Benefit Plansthe Station’s accounts receivable and any other rights to payment of cash consideration for goods or services sold or provided prior to the LMA Effective Time or otherwise arising during or attributable to any period prior to the LMA Effective Time (the “A/R”); (i) all rights and claims of Emmis, whether mature, contingent or otherwise, against third parties with respect to the Station and the Station Assets, to the extent arising during or attributable to any period prior to Closing; (j) all deposits and prepaid expenses (and rights arising therefrom or related thereto), except to the extent Emmis receives a credit therefor under the LMA or Section 2.5 hereof; (k) all claims of Emmis with respect to any tax refunds; (l) computers and other assets located at the Emmis Communications Corporation headquarters, and the centralized server facility, data links, payroll system and other operating systems and related assets that are used in the operation of multiple stations and not listed on Schedule 2.1(b); (m) any union or labor agreements with Station employees; (n) any non-transferable shrink-wrapped computer software and any other non-transferable computer licenses that are not material to the operation of the Station; (o) the Station’s studio lease and studio facilities, and all assets used or held for use in the operation of any other radio station now or hereafter owned or held operated by all Contributor Benefit PlansEmmis or an Affiliate of Emmis, except for any such items that are specifically set forth as included in the Station Assets on the Schedules hereto; and (ip) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreementsassets listed on Schedule 2.2, and the slogan “Great Media, Great People, Great Service.”

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights Notwithstanding anything contained herein to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically--------------- contrary, the following assets are included among the Excluded Assets and are expressly excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereofIncluded Assets being acquired by Purchaser hereunder: (a) all fixed and movable equipment, machinery, furniture, fixtures, tools, accessories, parts, leasehold and other tangible personal property owned by the Licensed Intellectual Property including the Enabling Intellectual Property Company and any Copyrights in software relating directly or computer code within the Licensed Intellectual Property (except, in all such cases, indirectly to the extent licensed Internet Business (the "Excluded Equipment") either (i) as listed on Schedule 1.2(a), or sublicensed (ii) as ------------------ --------------- described, designated or otherwise identified by an officer of the Company in the "Photographic Record" (described below), as equipment, machinery, furniture, ------------------- fixtures, tools, accessories, parts, leasehold and other tangible personal property to Company under be retained by the Technology License Agreement)Company; (b) all inventory, raw materials, finished products, work in process, parts, supplies and accessories owned by the Company and relating directly or indirectly to the Internet Business (the "Excluded Books Inventory") either (i) as ------------------ listed on Schedule 1.2(b), or (ii) as described, designated or otherwise --------------- identified by an officer of the Company in the Photographic Record as inventory, raw materials, finished products, work in process, parts, supplies and Recordsaccessories to be retained by the Company; (c) Excluded Machinery all rights in, to and Equipment;under all leases of tangible personal property and motor vehicles excepting those leases of tangible personal property and motor vehicles the costs of which have been accounted for by the Company prior to the Closing Date as expenses of the Service Division and are set forth on Schedule 1.1(c); --------------- (d) Excluded Personal Propertyall rights in, to and under all distributor agreements, franchise agreements, service contracts, maintenance agreements, all contracts for the sale of inventory and all outstanding purchase orders, sales orders and written sales offers (whether accepted or unaccepted), service agreements and other contracts, agreements and commitments to which the Company is a party, individually or otherwise, excluding those agreements and contracts set forth in Schedule 1.1(d), and including any and all claims, causes of action, --------------- counterclaims and other rights arising under the Stock Purchase Agreement; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines all accounts receivable and other biological materials, and all data and information, resulting security agreements relating to accounts receivable excepting those accounts receivable the revenue from or generated under which has been accounted for by the programs directed to allergens conducted by or for Contributor Company prior to the Closing Date under as income of the Collaboration Agreement between MaxygenService Division and are included in the aggregate amount set forth on Schedule -------- 1.1(e); ------ (f) all deposits, Inc. prepaid expenses, reimbursements from any person, claims against any person, and Alk-▇▇▇▇▇▇ AS dated February 8any notes receivable other than as set forth on Schedule 1.1(f) and any cash or cash equivalents in excess of One Thousand --------------- Dollars ($1,000) including, 2001but not limited to, the Stock Proceeds; (g) all right, title and interest in the “Alk-▇▇▇▇▇▇ Agreement”name "Erol's Computer & TV/VCR Service, Inc.", excepting the fully-paid, perpetual license granted in favor of Purchaser as described in Section 1.1(g); and (h) all files, bank accounts, books and records (whether written, on magnetic tapes, on disks or other media), all business information wherever located, all patents, copyrights, inventions, trade secrets, trademarks, intellectual property licenses, all rights, licenses, permits and Intellectual Property Rights in approvals from any governmental authority, all computer software, including, without limitation, all source code, all technical know-how, drawings, plans, specifications, catalogs, price lists, advertising and to the foregoing which Intellectual Property Rights promotional materials, and all other information and rights, intangible or otherwise other than as described on Schedule 1.1(h); and --------------- (i) resulted from or were generated under any other items of tangible and intangible personal property which is used by the programs related Company in the conduct of the Internet Business. The assets, properties and rights which are not to allergens conducted be sold, transferred, conveyed and assigned to Purchaser hereunder are hereinafter sometimes collectively referred to as the "Excluded Assets". --------------- The Photographic Record (attached hereto as Exhibit B) shall be prepared by or for Contributor the Company within two (2) weeks prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related toshall consist of a record of photographic, digital photographic, or solely useful forvideo images of any of the Excluded Equipment or any of the Excluded Inventory not included in either Schedule 1.2(a) or Schedule 1.2(b). An officer of each of the Company and Purchaser shall certify on or before the Closing Date that subject to any adjustments contemplated in Section 2.2, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreementsbest of their knowledge the Photographic Record includes and accurately identifies any of the Excluded Equipment and any of the Excluded Inventory not included on Schedule 1.2(a) and Schedule 1.2(b). The Company and Purchaser hereby agree that the aggregate fair market value of the Excluded Equipment and the Excluded Inventory included in the Photographic Record, but not listed on Schedule 1.2(a) or Schedule 1.2(b) shall equal Fifty Thousand Dollars ($50,000). Purchaser and the Company acknowledge that subsequent to the Closing Date, Purchaser or the Company may determine that the Excluded Assets may inadvertently include or exclude assets not contemplated by the parties to this Agreement to be included in the Excluded Assets and Purchase and the Company agree that any inadvertent inclusion or exclusion shall be resolved in accordance with the procedures described in Section 2.2.

Excluded Assets. Contributor does Notwithstanding anything to the contrary set forth herein, Sellers shall not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, Buyers the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: assets: (a) the Licensed Intellectual Property including the Enabling Intellectual Property cash and any Copyrights in software or computer code within the Licensed Intellectual Property (exceptcash equivalents, in all such casesunrelated to Preneed Trust Funds and Endowment Care Funds, except to the extent licensed or sublicensed Section 1.6 provides that such amounts shall be transferred to Company under the Technology License Agreement); Buyers, (b) Excluded Books all funds received prior to the Effective Time pursuant to Preneed Agreements and/or interment right sales and Records; income thereon, which are not required by state Law to be held in a bank, trust or other account, (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-names “Service Corporation International,” “Alderwoods,” “Dignity Memorial,” “Keystone,” “Key Memories,” “▇▇▇▇▇▇▇,” “▇▇▇▇▇▇▇ AS dated February 8, 2001Enterprises,” “STEI,” “SE,” “Simplicity Plan,” “Making Everlasting Memories,” “MEM,” or any variation thereof and any name associated therewith, (d) all trademarks, trade names, brand names, service marks, copyrights, website content, domain names, labels, logos, slogans and all other devices used to identify any product, service or businesses of Sellers or an Affiliate (as defined below) of Sellers, whether registered or unregistered or at common law, and any applications for registration or registrations thereof, or any other intellectual property rights that are related to or also used by Sellers or their Affiliates, except for such rights as are used exclusively in connection with the “Alk-Business, (e) all accounting, operating or other administrative systems which are used by one or more businesses owned by Sellers or their Affiliates other than the Business, including but not limited to HMIS, ▇▇▇▇▇▇ Agreement”)and Simplicity, (f) all marketing materials, website content, forms of Preneed Agreements, pricing materials and templates, training materials, policy and procedure manuals and other proprietary materials of Sellers or their Affiliates in hard copy or electronic form, (g) all leases, contracts, agreements or commitments of Sellers that benefit one or more businesses owned by Sellers or their Affiliates, other than the Business, including, without limitation, merchandise supply agreements and any master vehicle leases, (h) all computer servers, McAfee anti-virus, Computrace, and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights Viewfinity software, (i) resulted from or were generated under all building plaques bearing the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-name “Service Corporation International,” “SCI,” “Alderwoods,” “Keystone,” “Key Memories,” “Dignity Memorial,” “▇▇▇▇▇▇▇,” “▇▇▇▇▇▇▇ Agreement Enterprises,” “STEI,” or “SE,” (j) those items of personal property located at the Business that are owned by a Person other than Sellers and their Affiliates set forth on Schedule 2 to Exhibit A to this Agreement, (k) inter-company accounts receivable, (l) accounts receivable related to Preneed Agreements that have matured and been serviced prior to the Effective Time, (m) wireless telephone numbers and pager numbers and all wireless communication devices, (n) credit card terminals, (o) corporate records, minutes and records of shareholders’ and directors’ meetings, (p) general ledgers and related books and records, (q) employee related books and records for Business Employees (as defined below), (r) all electronic sales tablet kits and associated equipment including, but not limited to, TIN pads, printers, scanners and intellectual property related to sales tablets and (iis) all other assets of Sellers not specifically listed on Schedules to this Agreement as included in the Assets and which are solely related tonot used exclusively or primarily in the ownership, operation or solely useful for, maintenance of the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, Business and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant which are not necessary to the Space Sharing Agreementscontinued operation of the Business in a manner consistent with Sellers’ past practices. All property retained by Sellers described above in this Section 1.2 shall be hereinafter collectively referred to as the “Excluded Assets.” Except as specifically excepted above, it is intended that the assets, properties and rights of the Business to be sold to Buyers shall include all of the assets, properties and rights reflected on the Schedules to Exhibit A to this Agreement, other than those assets, properties and rights that may have been disposed of in the ordinary course of business prior to the Effective Time, but including all similar assets, properties and rights that may have been acquired in the ordinary course of business since the date of such listings and prior to the Effective Time.

Excluded Assets. Contributor does not contributeNotwithstanding anything to the contrary in this Agreement, transferBuyer understands and agrees that it is purchasing and acquiring only the Purchased Assets specified in Section 2.1(a), convey and Buyer has no interest in or assign right to any other assets, properties, goodwill rights or rights to Company other than interests of the Contributed Assets Seller or any of its Affiliates (collectively, the “Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development programincluding, drug target, product, product candidate or prospective product candidate by way of Contributor. Specificallyexample only, the following assets are included among the Excluded Assets assets, properties, rights and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereofinterests: (ai) all Tax Returns and other Tax records of the Licensed Intellectual Property including the Enabling Intellectual Property Seller or its Affiliates other than Non-Income Tax Returns and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, Non-Income Tax records that are primarily related to the extent licensed Purchased Assets or sublicensed the Business (provided, that the Seller shall use commercially reasonable efforts to Company under separate the Technology License AgreementTax information relating to the Purchased Assets and Assumed Liabilities and provide it to Buyer); (bii) Excluded Books all Income Tax refunds of or relating to the Seller for any taxable period and RecordsNon-Income Tax refunds of or relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Period; (ciii) Excluded Machinery and Equipmentall rights of the Seller under this Agreement or any of the Seller Ancillary Agreements; (div) Excluded Personal Propertyall Charter Documents, corporate minutes, corporate seals and stock books of the Seller or its Affiliates; (ev) Excluded Contributor Contractsother than as expressly set forth in Section 5.2, rights in and to the Intellectual Property owned or licensed by the Seller or its Affiliates (including the Retained Names and Marks, the “Banc of California” or “BANC” trademarks or trade names, or any other trademarks or trade names that includes, or is similar in sound or appearance to, such trademarks or trade names); (fvi) All proteinsother than expressly set forth in Section 2.1(a)(x), nucleic acid chainsall permits from any Governmental Body; (vii) all Benefit Plans, cell lines including all assets, trust agreements or any other funding Contracts related thereto; (viii) other than as described in Section 2.1(a)(xiii), all claims and other biological materialscauses of action of the Seller against any third Person; (ix) all cash and cash equivalents, including cash on hand or in bank accounts, certificates of deposit, commercial paper and securities, owned or held by the Seller or its Affiliates; (x) all data of the Seller’s rights, title and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior interests in and to the Closing Date under In-Process Mortgage Loans that have been closed by the Collaboration Agreement between MaxygenSeller on or before the Calculation Time, Inc. and Alk-together with the associated ▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-Excluded Mortgage Loans”); (xi) all insurance policies and proceeds therefrom and interest in insurance pools and programs of the Seller or its Affiliates; (xii) all assets relating to the Seller’s and its Affiliates’ businesses other than the Business, including the Seller’s portfolio lending business group (“Portfolio Group”), private banking business group (“Private Banking Group”) and Construction Loan Group; (xiii) any computer, scanner, laptop, power backup, phone system, printer, server, server expansion, IO card, storage area network, warranty for 250, ▇▇▇▇ ▇▇▇▇▇▇ Agreement”)picture, Currency Counter/discrimntr, Citrix Netscaler Upgrade/Access, software, public view monitor, interior and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from exterior signage, mobile phone or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit PlansMiFi device; and (ixiv) Any real property leases or all borrower trust accounts other interests than any Collected Loan Fees in real property except such accounts (which such fees shall be paid by the Seller to Buyer pursuant to Section 2.1(b)); and (xv) all rights under any Contracts, instruments and arrangements, and any and all other assets or properties, of the Space Sharing AgreementsSeller or its Affiliates, other than those specifically described in Section 2.1(a).

Excluded Assets. Contributor does The Purchased Assets do not contributeinclude, transferand Seller and its Affiliates shall reserve and retain all assets and properties of Seller and its Affiliates that are not Purchased Assets, convey or assign any assetsincluding the following assets (all assets excluded pursuant to this Section 2.2, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) the Licensed Intellectual Property including the Enabling Intellectual Property all Cash and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)Cash Equivalents; (b) Excluded Books certificates of deposit, shares of stock, securities, bonds, debentures, evidence of Indebtedness, and Recordsany other debt or equity interest in any Person other than the Labo Interests; (c) Excluded Machinery all assets used by Seller in performing corporate, support, administrative, and Equipmentother services, whether or not located in the Territories; (d) Excluded Personal Propertyall Benefit Plans and all assets relating to the Benefit Plans, except for those assets transferred pursuant to Section 7.13; (e) Excluded Contributor Contractsall information technology and communications equipment (other than the IT Assets), network resources, software or Contracts relating thereto, websites and integrated systems, which, for the avoidance of doubt, may also be used in connection with the Business and the operation of the Purchased Assets and may include assets to which the IT Assets connect or with which the IT Assets communicate; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from all Contracts to which Seller or were generated under any of its Affiliates is a party existing as of the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement date hereof that are not Transferred Contracts (including all Shared Contracts), and (ii) are solely related toexcept as otherwise provided in Section 7.7 or unless otherwise elected by Buyers to be included as Purchased Assets, or solely useful forany Transferred Contract that is entered into after the date hereof that, if existing on the date hereof, would be required to be set forth on Schedule 5.10(a) as a Material Contract (all of the foregoing, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens“Retained Agreements”); (g) All Trademarks any assets that have been disposed of Contributorby Seller or its Affiliates in compliance with this Agreement after the Effective Date and prior to the Closing; (h) All Contributor Benefit Plansall books and records (other than the Documents located in the Territories or otherwise available and reasonably accessible in digital form), including: (A) the corporate seal, Governing Documents, minute books, or stock books of Seller or any of its Affiliates (other than Labo), and the original financial and accounting books and records and Tax Returns of Seller or any of its Affiliates other than Labo (including supporting work papers and other documents relating to the financial, accounting, and Tax policies of Seller, such as transfer pricing studies and other proprietary information related to the preparation and filing of Tax Returns, calculations of Tax, and similar matters but, excluding for the avoidance of doubt, Asset Tax records); and (B) copies of any Documents and books and records relating to the ongoing businesses (other than the Business) of Seller or any of its Affiliates; (i) the Seller Marks and any other Intellectual Property that is not Business Intellectual Property; (j) any refund or credit related to Taxes paid by or on behalf of Seller or Labo, whether such refund is received as a payment or as a credit (in lieu of refund) against future Taxes payable (except to the extent such refund or credit relates to Tax payments allocated to Buyers pursuant to Section 3.4(b) hereof); (k) except as otherwise provided in Section 2.1(o), all Claims of Seller or its Affiliates against any Person; (l) all insurance policies, and, subject to Buyers’ rights under Section 7.14(a), rights thereunder, including any such policies and rights in respect of the Purchased Assets or the Business; (m) the rights of Seller and its Affiliates arising under or in connection with this Agreement, any certificate or other document (including the Ancillary Agreements) delivered in connection herewith, and any of the Transactions; (n) all attorney-client privilege, attorney work product privilege or other applicable legal privilege of Seller or any of its Affiliates or Representatives arising with respect to legal counsel representation of Seller or its Affiliates or the Business and all documents to the extent subject to the attorney-client privilege, attorney work product privilege or other applicable legal privilege described in this Section 2.2(n); (o) all rights in, to, and under all Permits and other rights under any Law, other than the Transferable Permits; (p) other than Labo, any investment in the Interests of (or any intercompany advances to) any Affiliate of Seller; (q) all records relating to the Business that Seller or any Affiliate of Seller is required by Law to retain in its possession to the extent so required and all human resources, medical, and personnel records (other than any Purchased Documents); (r) all documents maintained by Seller or its Affiliates in connection with the Transactions; (s) the assets owned and other rights set forth on Schedule 2.2(s); (t) all real property and real property interests located in the Territories owned, used, or held leased by all Contributor Benefit PlansSeller or its Affiliates that are not Primarily Related to the Business; and (iu) Any real property leases any other asset, property, or other interests in real property except pursuant to the Space Sharing Agreementsright of every kind or description, wherever located, whether real, personal, or mixed, tangible or intangible of Seller or any of its Affiliates that is not a Purchased Asset.

Excluded Assets. Contributor does The Purchased Assets do not contributeinclude any property or assets of Seller not described in Section 2.1 and Section 2.1A and, transfer, convey notwithstanding any provision to the contrary in Section 2.1 or assign any assets, properties, goodwill or rights to Company elsewhere in this Agreement (other than as set forth on Schedule 2.1(i)), the Contributed Purchased Assets do not include the following property or assets of Seller (all assets excluded pursuant to this Section 2.2, the “Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)[reserved]; (b) Excluded Books cash, cash equivalents, and Recordsbank deposits; (c) Excluded Machinery certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and Equipmentany other debt or equity interest in any Person; (d) Excluded Personal Propertyall assets used by Seller in performing corporate, support, administrative and other services from locations outside of the Territory; (e) Excluded Contributor Contractsall assets relating to the Benefit Plans, except for those assets transferred pursuant to Section 7.10; (f) All proteinsall information technology and communications equipment used in connection with any business of Seller other than the Business, nucleic acid chainswhich for the avoidance of doubt may also be used in connection with the Business and the operation of the Purchased Assets, cell lines such as network resources and other biological materials, and all data and information, resulting from integrated systems of Seller to which the IT Assets may connect or generated under with which the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensIT Assets may communicate; (g) All Trademarks (i) all agreements, contracts and understandings set forth on Schedule 2.2(g), (ii) all Material Contracts existing as of Contributorthe date hereof that are not set forth on Schedule 5.9(a) as of the date hereof, unless otherwise elected by Buyer, and (iii) except as otherwise provided in Section 7.1(b), any Business Agreement that is entered into after the date hereof that, if existing on the date hereof, would be required to be set forth on Schedule 5.9(a) as a Material Contract (all of the foregoing, the “Retained Agreements”); (h) All Contributor Benefit Plans, any assets that have been disposed of by Seller in the ordinary course of business or otherwise in compliance with this Agreement after the date hereof and all assets owned or held by all Contributor Benefit Plans; andprior to the Closing; (i) Any real property leases all books and records other than the Documents; (j) the Seller Marks and any other Intellectual Property or other interests in real property rights therein; (k) any refund or credit related to Taxes paid by or on behalf of Seller, whether such refund is received as a payment or as a credit against future Taxes payable (except to the extent such Tax payments are charged to Buyer pursuant to Section 3.4 hereof); (1) except to the Space Sharing Agreements.extent expressly provided in Section 2.1(h), all Claims of Seller against any Person;

Excluded Assets. Contributor does The Properties do not contributeinclude, transferand there is hereby expressly excepted and excluded therefrom and reserved to Seller: (i) any accounts received or accounts payable, convey or assign any assetsincluding revenue held in suspense from working interest owners in arrears on joint interest bills, propertiesaccruing before the Effective Date; (ii) except for the Records, goodwill or rights to Company all other corporate, financial, tax and legal (other than title) records of Seller; (iii) all contracts of insurance or indemnity; (iv) all hydrocarbon production from or attributable to the Contributed Assets Properties with respect to all periods prior to the Effective Date, as described in Section 12(a), and all proceeds attributable thereto; (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights v) any refund of costs, taxes or expenses borne by Seller attributable to any Excluded Assets and rights expressly granted pursuant the period prior to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are Effective Date; (vi) Properties excluded from the contribution, transfer, conveyance, assignment or delivery provided for purchase and sale contemplated by this Agreement under Section 2.1 hereof: (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement8(a)(ii); (bvii) Excluded Books any other right or interest in and Recordsto the Properties to the extent attributable to the period prior to the Effective Date; (cviii) Excluded Machinery and Equipmentthe right to retain copies (but not the originals) of all files (described in Section 11(b)(i)); (dix) Excluded Personal Propertyexcept to the extent constituting the suspended funds on royalty, all deposits, cash, checks, funds and accounts receivable attributable to Seller's interests in the Properties with respect to any period of time prior to the Effective Date; (ex) Excluded Contributor Contractsexcept for the Records, all other computer or communications software or intellectual property (including tapes, data and program documentation and all tangible manifestations and technical information relating thereto) owned, licensed or used by Seller; (fxi) All proteinsany logo, nucleic acid chainsservice m▇▇▇, cell lines copyright, trade name or trademark of or associated with Seller or any affiliate of Seller or any business of Seller or of any affiliate of Seller; (xii) furniture and other biological materialsfixtures in the Midland office, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior lease agreement pertaining to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-Midland office on 1▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ AS dated February 8▇▇▇; (xiii) any surface fee or other real property interests not related to or appurtenant to, 2001or used or useful in connection with, the W▇▇▇▇, Leases, Units or Interests; (the “Alk-xiv) storage facility located at 2▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇, ▇▇▇▇▇▇ Agreement”)▇▇, and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (ixv) Any real property leases or other interests in real property except pursuant the "OGRE," "Artesia" and "OFM" computer software and programs. These excluded assets are collectively referred to as the "Excluded Assets." Buyer shall not be responsible for, and Seller expressly retains, all liabilities related to the Space Sharing AgreementsExcluded Assets, whether such liabilities arise before or after the Effective Date.

Excluded Assets. Contributor does not contributeThe following assets are specifically excluded from the meaning of the term "Transferred Assets", transferand ownership of these assets shall remain with ICP (collectively, convey or assign any assets"EXCLUDED ASSETS"): (i) All rights, properties, goodwill and assets which have been used or rights to Company other than held for use in connection with the Contributed Assets Acquired Business and which shall have been transferred (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research transfers by way of sale) or development program, drug target, product, product candidate or prospective product candidate otherwise disposed of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, prior to the extent licensed or sublicensed to Company under Closing, provided such transfers and disposals shall have been in the Technology License Agreement)Ordinary Course of Business of the Acquired Business; (bii) Excluded Books rights to or claims for refunds or rebates of Taxes and Recordsother governmental charges and the benefit of net operating loss carryforwards, carrybacks or other tax benefits or credits of ICP, in each case whether or not attributable to the Acquired Business; (ciii) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from claims or generated under the programs directed rights against third parties arising with respect to allergens conducted by events or for Contributor breaches occurring prior to the Closing Date under the Collaboration Transferred Contracts; (iv) all insurance policies and rights thereunder, including but not limited to, rights to any cancellation value as of the Closing Date; (v) proprietary or confidential business or technical information, records and policies that relate generally to ICP or any of its Affiliates and are not used primarily in the Acquired Business, including, without limitation, organization manuals and strategic plans; (vi) all trademarks and service marks owned by ICP or its Affiliates, including, without limitation, any and all trademarks or service marks, trade names, slogans or other like property relating to or including the name "▇▇▇▇," "TEMPSTAR," "ARCOAIRE," and "COMFORTMAKER" or any derivative thereof and any ICP logo or any derivative thereof, and ICP's proprietary computer programs or other software, including but not limited to Seller's proprietary databases, accounting and reporting formats, systems and procedures; and (vii) Consulting Agreement dated January 1, 1996 by and between Maxygen, Inc. and Alk-▇▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇. ▇▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-d/b/a ▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreements.

Excluded Assets. Contributor does not contributeSeller specifically excludes from this transaction all reservations and exceptions listed as such in Exhibit “A” and the following (all such reservations and exceptions listed on Exhibit “A”, transfer, convey or assign any assets, properties, goodwill or rights all items listed on Schedule 2.2 and all of the exclusions listed in subsections 2.2(a) through 2.2(q) below are collectively referred to Company other than herein as the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) the Licensed Intellectual Property including the Enabling Intellectual Property all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunications systems, tools, store stock, spare parts, and equipment, and any Copyrights other assets not specifically used in software or computer code within connection with the Licensed Intellectual Property (except, in all such cases, to operation of the extent licensed or sublicensed to Company under the Technology License Agreement)Properties; (b) Excluded Books the pipelines, fixtures, equipment, and Recordsinterests in land listed on Schedule 2.2; (c) Excluded Machinery vehicles, boats, tools, pulling machines, and Equipmentother equipment and material temporarily located on the Property and not specifically used in connection with the operation of the Properties; (d) Excluded Personal Property(i) all trade credits, accounts receivable, notes receivable and other receivables attributable to Seller’s interest in the Properties with respect to any period of time prior to the Effective Time; (ii) all deposits, cash, checks in process of collection, cash equivalents and funds attributable to Seller’s interest in the Properties with respect to any period of time prior to the Effective Time; and (iii) all proceeds, benefits, income or revenues accruing (and any security of other deposits made) with respect to the Properties prior to the Effective Time; (e) Excluded Contributor Contractsall corporate, financial, and tax records of Seller not related to the Properties; (f) All proteinsall claims and causes of action of Seller arising from acts, nucleic acid chainsomissions or events, cell lines and other biological materials, and all data and information, resulting from or generated under damage to or destruction of the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights Properties occurring (i) resulted from before the Effective Time or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related toto the extent the same were used to calculate any Casualty Loss Amount that caused a reduction in the Purchase Price, on or solely useful for, after the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensEffective Time; (g) All Trademarks all rights, titles, claims and interests of Contributor;Seller relating to the Properties (i) under any policy or agreement of insurance or indemnity; (ii) under any bond; or (iii) to any insurance or condemnation proceeds or awards, in any such case (x) before the Effective Time or (y) to the extent the same were used to calculate any Casualty Loss Amount that caused a reduction in the Purchase Price, on or after the Effective Time, (h) All Contributor Benefit Plansall Hydrocarbons produced from or attributable to the Properties with respect to all periods prior to the Effective Time, and together with all assets owned proceeds from or held by all Contributor Benefit Plans; andof such Hydrocarbons, except the Inventory Hydrocarbons; (i) Any real property leases claims of Seller for refund of or loss carry forwards with respect to production, windfall profit, severance, ad valorem or any other taxes attributable to any period prior to the Effective Time, or income or franchise taxes; (j) all amounts due or payable to Seller as adjustments or refunds under any contracts or agreements (including take-or-pay claims) affecting the Properties, respecting any period prior to the Effective Time; (k) all amounts due or payable to Seller as adjustments to insurance premiums related to the Properties with respect to any period prior to the Effective Time; (l) all proceeds, benefits, income or revenues accruing (and any security or other interests in real property except pursuant deposits made) with respect to the Space Sharing AgreementsProperties, and all accounts receivable attributable to the Properties, prior to the Effective Time; (m) all of Seller’s intellectual property, including proprietary computer software, patents, trade secrets, copyrights, names, marks and logos; and (n) any item listed on Schedule 2.2.

Excluded Assets. Contributor does It is expressly understood and agreed that the Assets shall not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than include the Contributed Assets following (“the "Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:"): (a) the Licensed Intellectual Property including the Enabling Intellectual Property Except as otherwise provided in Section 2.1(j), cash and any Copyrights in software cash equivalents or computer code within the Licensed Intellectual Property (exceptsimilar type investments, in all such casesas certificates of deposit, to the extent licensed or sublicensed to Company under the Technology License Agreement)Treasury bills and other marketable securities; (b) Excluded Books and RecordsExcept as may be agreed pursuant to Section 2.8(g), any assets of any qualified or non-qualified pension or welfare plans or other deferred compensation arrangements maintained by any Contributor or any Affiliate thereof for employees of such Contributor or any Affiliate thereof prior to the Closing Date; (c) Excluded Machinery Any of the Contributors' or any Affiliates' right, title and Equipment;interest in and to (i) the names and logos set forth on Schedule 2.2(c) and any other statutory names, trade names or trademarks, indications or descriptions of which such names or any name similar thereto forms a part and (ii) any other trade names, trademarks, trademark registrations or trademark applications, copyrights, copyright applications or copyright registrations or any derivative thereof or design used (d) Excluded Personal PropertyAll claims and rights against third parties (including, without limitation, insurance carriers, indemnitors, suppliers and service providers), to the extent they do not relate to the Assumed Liabilities; (e) Excluded Claims for refunds of Taxes for time periods ending on or before the Closing Date, which Taxes remain the liability of the Contributor Contractsunder this Agreement; (f) All proteinsSubject to the Master Intellectual Property Agreement, nucleic acid chains, cell lines and other biological materials, any and all data of the Intellectual Property and information, resulting from Trademarks of a Contributor or generated under the programs directed to allergens conducted by or for Contributor prior any Affiliate thereof to the Closing Date under extent not used principally in the Collaboration Agreement between Maxygen, Inc. normal operation and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and conduct of or to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior extent not applicable to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensContributed Business; (g) All Trademarks items sold in the ordinary course of Contributorbusiness prior to the Closing Date, none of which individually or in the aggregate are material to the normal operation and conduct of the Contributed Business; (h) The tangible assets, intangible assets, real properties, contracts and rights, described in Schedule 2.2(h); (i) All Contributor Benefit Plans, and all assets owned of Oxy Petrochemicals not used or held by all Contributor Benefit Plansfor use in the contemplated operation and conduct of the Contributed Business; (j) Any claims of the Contributors against Union Pacific for service delays not related to the Contributed Business; and (ik) Any real property leases or other interests in real property except pursuant to the Space Sharing AgreementsThe Lake Char▇▇▇ ▇▇▇sed Assets.

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights Notwithstanding anything to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that contrary provided for in this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. SpecificallyAgreement, the following assets are included among Purchased Assets shall in no event include the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereoffollowing: (a) All of the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software Inventory which has been transferred or computer code within the Licensed Intellectual Property (except, in all such cases, consumed by Seller prior to the extent licensed or sublicensed to Company under Closing in the Technology License Agreement)ordinary course of the conduct of the Business consistent with past practice; (b) Excluded Books The words and Recordsname "Texas Instruments Incorporated" and "TI", and Seller's related monograms, logos, trademarks, trade names, or any variations or combinations thereof; (c) Excluded Machinery United States and Equipmentforeign patents, trademarks, service marks, trade names, copyrights, technology, know-how, processes, trade secret rights, and claims or interests to or in any of the foregoing, except to the extent included in the Purchased Assets; (d) Excluded Personal PropertyCash and cash equivalents (other than the deposits and prepayments specifically described in Section 1.1(d)), including marketable securities (on hand or in bank accounts); (e) Excluded Contributor ContractsAll contracts of insurance; (f) All proteinsowned real property, nucleic acid chainsoptions to acquire real property, cell lines real estate leases and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensleasehold improvements; (g) All Trademarks of ContributorSeller's interest in and to all telephone, telex and telephone facsimile numbers and other directory listings; (h) All Contributor Benefit PlansSeller's corporate seal, minute books, charter documents, corporate stock record books and such other books and records as pertain to the organization, existence or share capitalization of Seller, duplicate copies of such records included in or relating to the Purchased Assets or to the operation or operations of the Business as are necessary to enable Seller to file its tax returns and reports, and all assets owned any other records or held by all Contributor Benefit Plansmaterials relating to Seller generally and not involving or relating to the Purchased Assets or the operation or operations of the Business; and (i) Any real property leases or other interests The inventory required to complete the manufacture and/or assembly of laser units and the finished goods inventory, prepaid assets and open purchase orders of the Business in real property except pursuant each case relating to the Space Sharing AgreementsmicroWriter products, the microLaser 600 products, the microLaser Pro products and the microLaser Win/4 products as of the Closing Date (collectively, the "Excluded Inventory").

Excluded Assets. Contributor does Notwithstanding anything to the contrary in this Agreement, the Assets shall not contributeinclude, transferand Buyers shall not purchase, convey or assign any assets, properties, goodwill or rights to Company other than of the Contributed Assets following assets of Seller (the “Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) (i) the Licensed Intellectual Property including corporate charter, corporate accounting journals, minute book and stock record books and corporate seal of Seller, (ii) the Enabling Intellectual Property Books and any Copyrights Records, and (iii) all of the books and records of Seller not related to or used in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)Business; (b) Excluded Books all cash and Recordscash equivalents; (c) Excluded Machinery and EquipmentAccounts Receivable; (d) Excluded Personal Propertyall names, logos, trademarks, service marks and trade names other than those listed in Schedule 2.1(e), and registration of or applications to register any of the foregoing; (e) Excluded Contributor ContractsIntellectual Property Rights other than those subsisting in or relating to the Business Intellectual Property; (f) All proteinscomputer programs other than the Owned Software and Documentation, nucleic acid chainsthe Licensed Software and Documentation and the Publishing Technology, cell lines including, without limitation, the computer programs owned by Seller and other biological materialsused to create certain databases, namely the Vehicle Identification Number (VIN) Decode Database and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8of Materials Database, 2001used by the CPD Product, (the “Alk-▇▇▇▇▇▇ which databases are licensed by Seller to Buyer pursuant to Section 6.6 of this Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks any CPD Customer Contract as to which the Dealer party is a named plaintiff or named defendant in any litigation (whether in court, arbitration or other dispute resolution proceeding) pending at the time of ContributorClosing, including, without limitation, the CPD Customer Contracts identified on Schedule 4.7 hereto; subject, however, to Buyer’s agreement to assume one or more such CPD Customer Contracts after the Closing upon satisfaction of certain conditions further described in Section 2.4.2 of this Agreement; (h) All Contributor Benefit Plans, the contracts described on Schedule 2.2(h) hereto and all assets owned or held by all Contributor Benefit Plans; andany other contract that is not an Assumed Contract; (i) Any real property leases any other assets and rights, tangible or other interests in real property except pursuant intangible, that are not directly related to the Space Sharing Agreements.Business or that are used outside the Business, whether or not specifically referred to herein, including, without limitation, Seller’s dealer management system technology; provided that to the extent any such assets or rights are reasonably required by Buyer to continue to operate the Business, Seller shall confer upon Buyer such rights to access and use such assets and rights as may be necessary and appropriate to provide Buyer the benefits of such assets and rights; (j) all refunds to any tax obligation of Seller; (k) Seller’s rights in the Common Code as further described in Section 8.9 hereof; and

Excluded Assets. Contributor does not contributeNotwithstanding anything to the contrary in this Agreement, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that nothing in this Agreement shall give Company no rights constitute or be construed as requiring Seller to sell, assign, convey, transfer or deliver, and Buyer shall not be entitled to purchase or acquire, any Excluded Assets and rights right, title or interest in, to or under any properties, assets, business, operation or division of Seller, or any Affiliate thereof, not expressly granted pursuant to this Agreement and/or the Transaction Agreementsset forth in Section 2.1, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets and properties which are included among the Excluded Assets and are hereby specifically excluded from the contributiondefinition of Purchased Assets (collectively, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:the "Excluded Assets"): (a) The right, title and interest of Seller and its successors, assigns and Representatives in, to and under all electrical transmission or distribution facilities (as opposed to generation facilities) or information technology and communications assets of Seller or any of its Affiliates located at or forming a part of either of the Licensed Intellectual Property Wholly Owned Stations (whether or not regarded as a "transmission" or "generation" asset for regulatory or accounting purposes), including the Enabling Intellectual Property all switchyard facilities, substation facilities and any Copyrights in software or computer code within the Licensed Intellectual Property (exceptsupport equipment, in as well as all such casespermits, contracts and warranties, to the extent licensed they relate to such transmission and distribution assets or sublicensed to Company under information technology and communications assets (other than the Technology License Agreementelectrical transmission facilities and information technology and telecommunications assets identified on Schedule 2.1(c), all of which are included as Purchased Assets) (collectively, the "Transmission Assets"); (b) Excluded Books The right, title and Recordsinterest of Seller and its successors, assigns and Representatives in, to and under certain switches and meters, gas facilities, revenue meters and remote testing units, drainage pipes and systems, pumping equipment and associated piping, in each case, located at or forming a part of the Wholly Owned Stations, as identified in the Access Agreement; (c) Excluded Machinery All certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteinsinterests in joint ventures, nucleic acid chainspartnerships, cell lines limited liability companies and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensentities; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreements.

Excluded Assets. Contributor does Notwithstanding the provisions of Section 2.1, it is hereby expressly acknowledged and agreed that the Purchased Assets shall not contributeinclude, transferand neither Seller nor any of its Subsidiaries is selling, convey transferring, assigning, conveying or assign delivering to Buyer, and Buyer is not purchasing, acquiring or accepting from Seller or any assetsof its Subsidiaries, propertiesthe following (the rights, goodwill properties and assets expressly excluded by this Section 2.2 or rights otherwise excluded by the terms of Section 2.1 from the Purchased Assets being referred to Company other than herein as the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software of Seller’s or computer code within the Licensed Intellectual Property (exceptits Affiliate’s receivables, in all such casescash, to the extent licensed bank deposits or sublicensed to Company under the Technology License Agreement)similar cash items or employee receivables; (b) Excluded Books any Proprietary Information or Intellectual Property Right of Seller or any Affiliate other than the Assigned Intellectual Property and RecordsRights and licenses granted to Buyer under the Intellectual Property Agreement; (c) Excluded Machinery any (i) confidential personnel records, subject to Section 2.6(a) below, pertaining to any Business Employee; (ii) other books and Equipmentrecords that Seller or any Affiliate is required by Law to retain or that Seller determines are necessary or advisable to retain; provided, however, that 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 Purchased Assets; and (iii) any information management system of Seller or any Affiliate other than those used primarily in the conduct of the Business and contained within computer hardware included as a Purchased Asset pursuant to Section 2.1(a); (d) Excluded Personal Propertyany claim, right or interest of Seller or any Affiliate in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, for any periods prior to the Closing Date; (e) Excluded Contributor Contractssubject to Section 5.8, all “Lucent Technologies” marked sales and marketing or packaging materials, samples, prototypes, other similar Lucent Technologies-identified sales and marketing or packaging materials and any marketing studies; (f) All proteins, nucleic acid chains, cell lines the Excluded Contracts and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensNonassignable Licenses; (g) All Trademarks any insurance policies or rights of Contributorproceeds thereof; (h) All Contributor Benefit Plansthe Excluded Leased Equipment and Fixtures and Supplies; (i) any of Seller’s or any Affiliate’s rights, claims or causes of action against Third Parties relating to the assets, properties, business or operations of Seller or any Affiliate arising out of transactions occurring prior to, and all assets owned or held by all Contributor Benefit Plansincluding, the Closing Date; and (ij) Any real property leases all other assets, properties, interests and rights of Seller or other interests in real property except pursuant any Affiliate not primarily related to the Space Sharing AgreementsBusiness.

Excluded Assets. Contributor does In accordance with the last clause of the first paragraph of Section 2.1, nothing in this Agreement will constitute or be construed as conferring on Purchaser, and Purchaser shall not contributebe entitled or required to purchase or acquire, transferany right, convey title or assign interest in, to or under the following assets, interests, properties, rights, licenses or contracts (the "Excluded Assets"): Any mobile equipment and tools owned by Independent Contractors and other third parties (other than any Person in the Seller Group) and located at the Project and related inventory items for the operation and maintenance of such mobile equipment and tools owned by Independent Contractors and other third parties (other than any Person in the Seller Group) and located at the Project, and any Tangible Personal Property, Purchased Inventory or Prepaid Items to the extent consumed or disposed of prior to the Closing, in each case in the ordinary course of the conduct of the Business consistent with past practice and the provisions of this Agreement, including the provisions of Section 6.4; Any of the assets, properties, goodwill rights or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreementsinterests, including any drug research owned, used, occupied or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement); (b) Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted held by or for Contributor the benefit of Seller that are listed or described in Schedule 2.2(b) or that Purchaser, in a writing or writings delivered to Seller at least 10 days prior to the Closing Date under Date, identifies as not desired by Purchaser to be included within, or to constitute a part of, the Collaboration Agreement between Maxygen, Inc. Purchased Assets; All of the rights and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”)interests, and Intellectual Property Rights all of the liabilities and obligations, of Seller in, to, under or pursuant to any Project Contract other than the Purchased Project Contracts or that Purchaser, in and a writing or writings delivered to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor Seller at least 10 days prior to the Closing Date under Date, identifies as not desired by Purchaser to be included within, or to constitute a part of, the Alk-▇▇▇▇▇▇ Agreement Purchased Assets; To the extent applicable to any current, former or future Project Employees or their employers, or to the Project or the Business, any of the following, and any funds and property held in trust or any other funding vehicle pursuant to, (i) any "employee benefit plan" (within the meaning of Section 3(3) of ERISA) (ii) are solely related toany other severance pay, stay pay, salary continuation, bonus, incentive, stock option or solely useful forother equity-based, retirement or early retirement, pension, profit sharing, deferred compensation, welfare, vacation/holiday plans, contracts, programs, funds or similar arrangements, and (iii) all other employee fringe or other benefit plans, contracts, programs, funds or similar arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, foreign or domestic adopted, maintained, sponsored, contributed to or made available for the benefit of such Project Employees and/or with respect to which Seller, any Independent Contractor or any Predecessor-in-Interest has any ongoing obligation or actual or potential ongoing liability whatsoever (all of the above being hereinafter referred to individually as a "Project Employee Plan" and collectively as the "Project Employee Plans"), and in particular, but without limitation, neither Purchaser nor any of its Affiliates shall be deemed to have assumed any Project Employee Plan by reason of any provision of this Agreement; Except to the extent described as Purchased Assets in Schedule 2.1(g), books and records of Seller, including Seller's minute books, limited liability company interest books, limited liability company interest ledger and company seal; Cash, cash equivalents, bank deposits, and accounts and notes receivable, trade or otherwise, including any amounts due under the Tolling Agreement and any posted collateral; The advance payments, accruals, prepayments, prepaid expenses, deposits or the like listed in Schedule 2.2(g); Rights of Seller arising under this Agreement, the discovery, research, development, manufacture, commercialization Ancillary Agreements or any other exploitation of one instrument or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, document executed and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except delivered pursuant to the Space Sharing Agreementsterms of this Agreement; The right to receive mail and other communications relating to any of the Excluded Assets or Excluded Liabilities, all of which mail and other communications shall be promptly forwarded by Purchaser to Seller to the extent received by Purchaser; All refunds or credits, if any, of taxes due to or from Seller (but nothing herein shall limit the effect of the prorations and allocations of Tax liabilities elsewhere in this Agreement); That certain Tolling Agreement (the "NEG Tolling Contract") dated as of May 7, 2002 between Attala Generating Company, LLC ("AGC") and Attala Energy Company, LLC ("AEC"), that certain Guarantee dated as of May 7, 2002 by PG&E National Energy Group, Inc. (currently known as National Energy Gas & Transmission, Inc. "NEG"), in favor of AGC, guaranteeing the payment obligations of AEC under the NEG Tolling Contract, that certain Facility Lease Agreement dated as of May 7, 2002 between VCC ATTALA OL LLC, as Owner Lessor, and Attala Generating Company, LLC, as Facility Lessee and that certain Facility Lease Agreement dated as of May 7, 2002 between TCC ATTALA OL LLC, as Owner Lessor, and Attala Generating Company, LLC, as Facility Lessee (the "NEG Contracts"); All claims or causes of action against any third parties including claims under warranties and guarantees, indemnification claims, contribution claims or claims for refunds, prepayments, offsets, recoupment, judgments and the like to the extent related to the Project or the Business and owned by Seller other than the claims or causes of action listed or described in Sections 2.1(h) and 2.1(i); Any contract, agreement, arrangement or commitment of any nature in respect of any intercompany transaction between Seller, on the one hand, and any of the Seller Group, on the other hand, whether or not such transaction relates to any contribution to capital, loan, the provision of goods or services, tax sharing arrangements, payment arrangements, intercompany advances, charges or balances, or the like (collectively, the "Intercompany Arrangements"); and The Transmission Assets. No designation by Purchaser of any asset as an Excluded Asset pursuant to subsections (b) or (c) of this Section 2.2 shall serve to reduce the Purchase Price. At any time or from time to time, up to thirty (30) days following the Closing, any and all of the tangible Excluded Assets may be removed from the Project by Seller (at no expense to Purchaser, but without charge by Purchaser for temporary storage), provided that Seller shall do so in a manner that does not unduly or unnecessarily disrupt normal business activities at the Project.

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specificallya) Notwithstanding Section 1.1, the following assets are not included among in the Excluded Assets "Customer Assets": (i) that certain Oracle Term License Lease Schedule between Network Commerce Inc. and are excluded from the contributionOracle Corporation dated August 16, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: 2000 (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement"Oracle License"); (b) Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data of Network Commerce's rights and information, resulting from or generated under obligations thereunder; (ii) any interest in the programs directed "Licensed Products" (as that term is defined in the Billing Agreement) beyond the interest in the Licensed Products granted to allergens conducted by or for Contributor prior Buyer pursuant to the Closing Date under the Collaboration Agreement between MaxygenBilling Agreement, Inc. (iii) Seller's domain registration business, e-cart shopping cart technology, and Alk-hosting business accessible through ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇ AS dated February 8as of November 30, 2001, 2001 (except that this subsection (iii) does not include the “Alk-assets used to provide the store builder services accessible through the link between ▇▇▇▇▇.▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement ▇▇▇▇▇▇▇.▇▇▇), and Seller's one-to-one marketing business, (iv) patents and patent applications owned by Network Commerce Inc., and (iiv) are solely related to, Seller's rights to use FoxPro or solely useful forPerl software (collectively, the discovery"Excluded Assets"). (b) Seller shall not sell, researchtransfer, developmentconvey, manufactureassign or deliver to Buyer, commercialization and Buyer will not purchase or accept any assets of Seller, other than the Customer Assets. (c) To the extent that any software license or other exploitation Contract for which assignment to Buyer is provided herein is not assignable without the consent of one another party, this Agreement shall not constitute an assignment or more allergens; an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. Seller and Buyer agree to use their reasonable efforts (gwithout any requirement on the part of Buyer to pay any money or agree to any change in the terms of any such Contract) All Trademarks to obtain the consent of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or such other interests in real property except pursuant party to the Space Sharing Agreementsassignment of any such Contract to Buyer in all cases in which such consent is required for such assignment.

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than The following items are excluded from the Contributed Assets (the “Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) the Licensed Intellectual Property including the Enabling Intellectual Property Cash and any Copyrights in software cash equivalents of Seller or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)its Affiliates; (b) Excluded Books The insurance policies pertaining to the assets and Recordsclaims of Seller of every nature and description under or arising out of such insurance policies, including any refundable premiums relating to such policies; (c) Excluded Machinery Items sold, transferred, disposed of, used or consumed, and Equipmentcontracts terminated, prior to the Closing in the ordinary course of business pursuant to the limitations of Section 8.3 or with Buyer’s consent; (d) Excluded Personal PropertyContracts (other than Applicable Contracts) that relate to the procurement of materials, products, or services by Seller that are related to the operation of the Facility or to the operation of other facilities of Seller and contracts (other than Applicable Contracts) that relate to the sale of products, materials, or services by Seller from or at the Facility; (e) Excluded Contributor ContractsExcept as otherwise provided herein, all accounts receivable and payable of Seller or its Affiliates existing on and attributable to any period prior to the Closing with respect to the Assets (including, without limitation, those arising under sales agreements or resulting from litigation or the settlement of disputes) and any right to refunds of sums paid by or on behalf of Seller or its Affiliates prior to the Closing; (f) All proteinsrights to technology, nucleic acid chains, cell lines software and other biological materialsintellectual property not dedicated solely to the operation and maintenance of the Facility and all rights to technology, software and other intellectual property that are not individually licensed for the Facility or that cannot be transferred to Buyer including the proprietary technical information described in Section 8.8 of this Agreement and including the technology and software ownership or license rights that are described in Schedule 5 attached to this Agreement; (g) Certain computer and telecommunications equipment and hardware (including personal computer, satellite and microwave communication systems) presently located in, on, or at the Facility, as more particularly set forth as excluded items in Schedule 5 attached to this Agreement; (h) Any property (including hydrocarbons) owned by employees of Seller, third parties, or contractors located in, on, or at the Facility; (i) Any right to use the “ChevronTexaco,” “Chevron,” “Texaco,” or “Unocal” names, logos, hallmarks, trademarks, service marks, trade names, color schemes or other designs and insignia, trademarks, service marks or other company identity of Seller or its Affiliates (“Seller’s/Affiliates’ Insignia”); (j) Any and all records that are subject to the attorney-client privilege, work product immunity or other privileges or immunities against disclosure enjoyed by any Seller or its representatives, and all data records pertaining to (i) Seller’s marketing or strategic research and informationplanning, resulting (ii) Seller’s employees except as provided in Section 5.1(f), or (iii) Excluded Assets or Retained Liabilities; (k) The items specifically excluded from the transaction as listed on Schedule 5 attached to this Agreement; (l) The property constituting the Seller Retained Option Property; (m) The property constituting the Seller Retained Wetlands Property; (n) Any fuel credits relating to sulfur content in gasoline, winter oxygenate and anti-dumping programs, and any carbon credits, recognized under existing or generated under future law with respect to emission levels or reductions in emission levels at or from the programs directed Assets, the Seller Retained Option Property or the Seller Retained Wetland Property with respect to allergens conducted periods on or prior to the Closing Date; (o) All claims of Seller against third parties (excluding Buyer and Seller and their respective Affiliates) arising out of Liabilities, including Environmental Liabilities, and other present or future claims by Seller, but excluding any such claims that relate to Assumed Liabilities, or for Contributor that relate either to the ownership or operation of the Assets with respect to time periods on or prior to the Closing Date or to the ownership or operation of any portion of the Seller Retained Option Property or Seller Retained Wetlands Property with respect to time periods on or prior to the date of conveyance to the Buyer of any such portion, or to performance of Seller’s obligations under this Agreement after the Collaboration Agreement between MaxygenClosing Date. Notwithstanding the foregoing, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8effective as of Closing, 2001Seller hereby assigns to Buyer, (the “Alk-▇▇▇▇▇▇ Agreement”)without recourse or warranty, and Intellectual Property Rights in without any requirement of payment by Buyer, the portion of any present or future claims Seller may have against third parties (excluding Seller and its Affiliates) to the foregoing which Intellectual Property Rights (i) resulted from extent such claims relate to the ownership or were generated under operation of the programs related Assets with respect to allergens conducted by time periods on or for Contributor prior to the Closing Date or to the ownership or operation of any portion of the Seller Retained Option Property or Seller Retained Wetlands Property with respect to time periods on or prior to the date of conveyance to the Buyer of any such portion, to the extent Buyer has indemnified Seller and its Affiliates under the Alk-▇▇▇▇▇▇ this Agreement and (ii) are solely related to, with respect to Liabilities relating to such ownership or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plansoperation; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreements.

Excluded Assets. Contributor does not contributeNotwithstanding anything to the contrary in this Agreement, transferthe Purchased Assets shall exclude all of the following (collectively, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges ): (i) subject to Section 9.8, inventories of beer, wine and spirits in each case if and to the extent that this Agreement shall give Company no rights to any Excluded Assets the requisite approval of the WSGC and rights expressly granted pursuant to this Agreement and/or the Transaction AgreementsWSLCB, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such casesas applicable, to the extent licensed or sublicensed sale thereof to Company under Buyer has not been obtained; (ii) any Contract that does not become an Assumed Contract pursuant to Buyer’s designation rights set forth in Section 2.3 (including, without limitation, any Contract having a consent requirement in favor of the Technology License Agreement); counterparty thereto, which such consent cannot be obtained or, alternatively, for which court authority obviating the need for such consent cannot be obtained ) (b) collectively, “Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights as to any such Excluded Contract that is an Executory Contract, all assets subject thereto; (iii) all securities, whether capital stock or debt securities, of any Company or any other entity; (iv) 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 any Company; (v) Tax Returns and tax records, minute books, stock transfer books and corporate seals of any Company; (vi) all suits, rights, claims and causes of action of any Company against any other party, including claims against any current or former officer, director, employee, shareholder, principal, agent or representative of such Company, other than Assumed Claims; (vii) subject to applicable Law, all preference or avoidance claims and actions of any Company arising under Chapter 5 of the U.S. Bankruptcy Code or comparable state Law; (viii) all instruments, receivables, accounts receivable and unbilled costs and fees outstanding or owing between or among the Companies or between any Company and other Affiliate of Evergreen and all causes of action relating or pertaining to the foregoing which Intellectual Property Rights foregoing; (ix) refunds and recoveries under any insurance policies relating to the Purchased Assets or the operation of the Businesses prior to the Closing; (x) any and all consents, approvals, licenses or permits issued to the Companies by Governmental Authorities that are not transferable and (xi) those additional assets, if any, listed on Schedule 2.2. For the avoidance of doubt, the Purchased Assets also do not include (i) resulted from the Receiver’s rights under this Agreement or were generated under the programs related to allergens conducted by any cash and non-cash consideration payable or for Contributor prior deliverable to the Closing Date under Receiver by Buyer pursuant to the Alk-▇▇▇▇▇▇ Agreement provisions hereof; and (ii) Player Supported Jackpots, which Buyer acknowledges are solely related tonot assets of the Companies and which will, or solely useful forin accordance with applicable Washington Law, be distributed by the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant Receiver to the Space Sharing Agreementsappropriate players or donated to the Washington State Council on Problem Gambling, as determined by the Receiver.

Excluded Assets. Contributor does Notwithstanding the provisions of Section 2.1, it is hereby expressly acknowledged and agreed that the Purchased Assets shall not contributeinclude, transferand neither Seller nor any Affiliate is granting, convey selling, transferring, assigning, conveying or assign delivering to Buyer or a Buyer Designee, and neither Buyer nor any Buyer Designee is purchasing, acquiring or accepting from Seller or any Affiliate, any of the rights, properties or assets set forth or described in paragraphs (a) through (l) 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, cash equivalents, bank deposits or similar cash items; (b) Inventory; (c) Intellectual Property or Information, including Trade Secrets and manufacturing know-how including but not limited to those in Schedule 2.2(c), owned or controlled by Seller or any Affiliate other than the Assigned Intellectual Property; (d) any (i) confidential personnel records pertaining to any Business Employee except to the extent required to be transferred by applicable Law; (ii) other books and records that Seller or any Affiliate of Seller is required by Law to retain; and (ii) any information management system of Seller or any Affiliate of Seller other than those exclusively related to or exclusively used in the operation or conduct of the Target Business or the Purchased Assets whether or not contained within computer hardware included as a Purchased Asset pursuant to Section 2.1(b); (i) any interest in and to any owned real property and any leased real property; (j) any of the rights of Seller under this Agreement (or under any other agreement between Seller, on the one hand, and Buyer, on the other hand, entered into on or after the date of this Agreement); (k) any interest in any Subsidiary of Seller; and (l) except as specified in Section 2.1 or in the Intellectual Property License Agreement, all other assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets interests and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including of Seller or any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets Affiliate that are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement); (b) Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreementsnot Purchased Assets.

Excluded Assets. Contributor does Notwithstanding anything to the contrary in Section 2.1, the following assets and properties are to be retained by the Company and shall not contributeconstitute Acquired Assets (collectively, transferthe “Excluded Assets”): (a) All of the business, convey or assign any assets, properties, goodwill and rights of the Company of every kind and nature, tangible and intangible (i) other than the Acquired Assets, or rights (ii) to the extent relating to any business or operations of the Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction AgreementsBusiness, including any drug research or development programincluding, drug target, product, product candidate or prospective product candidate of Contributor. Specificallywithout limitation, the following assets are included among data center, hosting, collocation and DRP business and operations of the Excluded Assets and are excluded from the contributionCompany, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)rights and obligations pertaining thereto; (b) Excluded Books All rights of the Company under any Contract other than the Assigned Contracts, and Recordsall rights of the Company under any Assigned Contract to the extent attributable to the period prior to the Closing Date; (c) Excluded Machinery All rights of the Company under the Dual Contracts, other than to the extent required for or related to the operation and Equipmentactivation of the System and the performance of services relating to the Business, or which are attributable to the period prior to the Closing Date; (d) Excluded Personal Property;The Approvals set forth in Schedule 2.2(d). (e) Excluded Contributor ContractsAll ownership, leasehold or other interest of the Company in any real property, or in any improvements, fixtures and other appurtenances thereto, other than the Leased Real Property; (f) All proteins, nucleic acid chains, cell lines and other biological materialsaccounts receivable of the Company, and all data and informationother rights to receive payment, resulting from however evidenced, whether by notes, instruments, chattel paper or generated under otherwise, to the programs directed extent attributable to allergens conducted by or for Contributor the conduct of the Business prior to the Closing Date under Date, excluding however accounts receivable of the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (Company [*] regardless of the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and period to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) such accounts receivable are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens;attributed. (g) All Trademarks Subject to Section 2.1(i), all cash or cash equivalents of Contributorthe Company; (h) All Contributor Benefit PlansRetained Claims including, without limitation, [*]. For the avoidance of any doubt, any right, obligation, liability or cause of action with respect to the disputes with such Persons shall be retained by and ascribed only to the Company, and the Purchaser shall not be assigned any right or claim, and shall not assume any obligation or liability, toward such Persons in connection with such disputes; (i) All insurance policies of the Company, and all assets owned rights to insurance claims, proceeds and benefits relating to actual expenses incurred by the Company in connection with the Business prior to the Closing Date, or held to which the Company is entitled in connection with any of the Excluded Assets; (j) All trade names, trademarks, service marks, symbols, logos, copyrights and other proprietary materials or trade rights, whether or not used by the Company in the conduct of the Business, and all Contributor Benefit Plansregistrations, applications and Approvals relating to any of the foregoing; (k) All rights and interests of the Company in, to and in respect of the Excluded Liabilities; and (il) Any real property leases or other interests in real property except pursuant All rights, title and interest of the Company in, to and under this Agreement and any of the Space Sharing AgreementsTransaction Documents.

Excluded Assets. Contributor does Notwithstanding anything to the contrary contained herein, it is expressly understood and agreed that the Purchased Assets shall not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, include the following assets are included among or the Excluded Assets Sellers' right, title and are excluded from interest therein (collectively, the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:"EXCLUDED ASSETS"): (a) Radio Unica's and the Licensed Intellectual Property including Sellers' rights under this Agreement and the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, Related Documents to the extent licensed or sublicensed to Company under the Technology License Agreement)which they are parties; (b) Excluded Books all Intellectual Property other than the Acquired Intellectual Property and RecordsCopyrights in Software assigned to the Purchaser pursuant to Section 2.1(h) (the "EXCLUDED INTELLECTUAL PROPERTY"), including without limitation: (i) all Network and local programs and programming materials and elements of whatever form or nature Used by Radio Unica or any of the Sellers, whether recorded on tape or any other substance, or intended for live performance, and whether completed or in production, and all related Intellectual Property Used in connection with such Network and local programs and programming materials; and (ii) all Internet Web site content relating to Radio Unica and all Domain Names that include "Radio Unica" or any part or variation of "Radio Unica"; (c) Excluded Machinery all cash, cash equivalents or similar type investments of each Seller, such as certificates of deposit, Treasury bills and Equipmentother marketable securities on hand and/or in banks, and all accounts receivable generated from broadcasts by the Sellers prior to the Closing Date, but excluding an amount equal to all insurance proceeds received by Radio Unica or any of its Affiliates between the date hereof and the Closing and that were received on account of any damage to or loss suffered by any Purchased Asset that is not repaired, replaced or restored by the Sellers prior to the Closing Date; (d) Excluded Personal Propertyall Contracts to which any Seller is a party that (i) have been terminated in accordance herewith, (ii) have expired prior to the Closing Date in the ordinary course of business, or (iii) do not constitute Assigned Contracts pursuant to Section 2.5 hereof or are not otherwise assumed by the Purchaser pursuant to Section 2.1(d); (e) Excluded Contributor Contractsany and all Contracts for satellite capacity, transmission or related services to which the Network operated by Radio Unica is a party; (f) All proteinsall of the rights, nucleic acid chains, cell lines title and other biological materials, interests held by the Network operated by Radio Unica in and to any and all data Contracts authorizing the Network operated by Radio Unica to broadcast all or a portion of any sporting event; (g) all of the rights, title and informationinterests held by the Network operated by Radio Unica in and to any and all Contracts pursuant to which the Network operated by Radio Unica has agreed to sponsor any promotional event; (h) all of the rights, resulting from title and interests held by the Network operated by Radio Unica in and to all other Contracts to which the Network is a party; (i) all telephone numbers used by the Network operated by Radio Unica, including, but not limited to, (800) 522-1235, (305) 463-5000 and related extensions; (j) the Network Assets if Radio Unica shall have provided the notice and payment therefor pursuant to the proviso in Section 2.1; (k) the minute books, stockholder and transfer records, Tax, accounting and billing records and Tax Returns (except for the Purchaser's rights of access set forth herein) of the Sellers; (l) contracts of insurance and all insurance proceeds or generated under claims made by the programs directed Sellers relating to allergens conducted property or equipment repaired, replaced or restored by the Sellers prior to the Closing Date, errors and omissions contracts of insurance, producers liability insurance and all other contracts of insurance relating to the Excluded Assets; (m) any and all claims, lawsuits or for Contributor other causes of action any Seller may have with respect to Excluded Assets or transactions with respect to Excluded Assets prior to the Closing Date under and the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensproceeds thereof; (gn) All Trademarks any assets of Contributoror held in respect of any Employee Benefit Plan; (ho) All Contributor Benefit Plansany stock or other equity interests or any debt securities or promissory notes or other securities convertible into or exchanged for the foregoing owned by Radio Unica or any of its Subsidiaries in, or issued by, any Subsidiaries, including, but not limited to, the Sellers, Radio Unica Network, Inc., Mass Promotions, Inc., Mass Inc., Radio Unica of San Diego Inc., Radio Unica of San Diego License Corp., UnicaLibros Publishing Corp., Radio Unica Sales Corp., Radio Unica of Denver Inc. and Radio Unica of Denver License Corp., or any other Person; (p) all assets owned refunds, rebates or held similar payments with respect to Taxes to the extent such Taxes were paid by all Contributor Benefit Plansor on behalf of any Seller; and (iq) Any real property leases all claims, rights or causes of action by or of the Sellers or Radio Unica under Sections 544, 545, 547 and 548 of the Bankruptcy Code (other interests in real property except pursuant to than any such claims as may exist against the Space Sharing AgreementsPurchaser).

Excluded Assets. Contributor does Notwithstanding any provision herein to the contrary, the Purchased Assets shall not contribute, transfer, convey include the following property or assign any assets, propertiesor any property or assets not described in Section 2.1, goodwill or rights to Company other than of the Contributed Assets Seller (“the "Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:"): (a) the Licensed Intellectual Property including the Enabling Intellectual Property cash, cash equivalents, customer deposits and any Copyrights in software or computer code within the Licensed Intellectual Property (exceptadvances, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)bank deposits and accounts receivable; (b) Excluded Books certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, interests in any Person owned by Seller, including but not limited to Miami Valley Market Hub, Inc., Market Hub Partners, L.P., Market Hub Partners, Inc. and RecordsMiami Valley Resources, Inc.; (c) Excluded Machinery except as provided in Section 4.3(j), the name "Dayton Power and EquipmentLight Company" or any derivative thereof (including, without limitation, DPL and DP&L) or any related, similar or other trade names, trademarks, service marks or logos of the Seller; (d) Excluded Personal Propertyproperties and assets used in the conduct of the Electric Business; (e) Excluded Contributor Contractssubject to Section 3.4 hereof, any refund or credit (i) related to real or personal property Taxes paid prior to the Closing Date in respect of the Purchased Assets, whether such refund is received as a payment or as a credit against future real or personal property Taxes payable, or (ii) arising under the Seller's Agreements and relating to a period before the Closing Date; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from any surcharge that the Seller or generated under the programs directed Buyer is authorized by a Governmental Authority to allergens conducted by or impose on customers of the Business for Contributor periods prior to the Closing Date under the Collaboration Agreement between MaxygenDate; provided, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8however, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs such surcharge is not related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensan Assumed Obligation; (g) All Trademarks subject to Section 7.2, any books, records or the like of Contributorthe Seller other than those books, records, and the like specifically described in Section 2.1(g); (h) All Contributor Benefit Plans, certain interests in natural gas pipeline facilities and all assets owned contract rights used to supply natural gas to the facilities comprising the Seller's Electric Business described or held by all Contributor Benefit Plansreferred to in Schedule 2.2; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreementsrights of the Seller under this Agreement.

Excluded Assets. Contributor does Seller will retain, and Buyer will not contributepurchase, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among of Seller (collectively, the "Excluded Assets Assets"), all of which shall remain the exclusive property of Seller, free and are excluded from the contribution, transfer, conveyance, assignment or delivery clear of any claim of Buyer except as provided for under Section 2.1 hereofherein: (ai) cash and cash equivalents except for such amount of cash as is necessary to satisfy Seller's liability for Electronic Application Liabilities (the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement"Embark Cash"); (bii) Excluded Books and Recordsany rights under any leases, licenses (including software licenses), contracts, agreements or commitments to which Seller is a party that are not set forth on Schedule 2.1(xiii); (ciii) Excluded Machinery and Equipment; any refund or credit (da) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed related to allergens conducted by or for Contributor Taxes paid prior to the Closing Date Date, whether such refund is received as a payment or as a credit against future Taxes payable, or (b) arising under any Assumed Contracts and relating to a period before the Closing Date; (iv) notwithstanding anything to the contrary in Section 2.1(xvi), any of Seller's certificate of incorporation (or other similar organizational documents), corporate seal, minute books and other corporate books, and any of Seller's Business Information relating to stockholder and optionee matters, equity and debt financing matters, mergers and acquisition matters, personnel and human resources matters (excluding matters relating to the New Hires) and litigation; (v) the laptop computers listed on Schedule 2.2(v); (vi) security deposits under the Collaboration Agreement between Maxygen, Inc. and Alk-lease associated with 111 Tow▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (gvii) All Trademarks of Contributor; (hobligations under the promissory notes from employees listed on Schedule 2.2(vii) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plansin the amounts set forth therein; and (iviii) Any real property leases claims or other interests in real property except pursuant rights against third parties to the Space Sharing Agreementsextent such claims relate to the Excluded Assets or the Excluded Liabilities.

Excluded Assets. Contributor does not contributeNotwithstanding anything to the contrary contained in this Agreement, Seller shall retain all of its right, title and interest in and to, and there shall be excluded from the sale, transfer, convey assignment and delivery to Buyer hereunder, any and all assets or assign any assetsproperties not specifically included in Section 1.01 (collectively, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction AgreementsWithout limitation, including any drug research or development program, drug target, product, product candidate or prospective product candidate those assets of Contributor. Specifically, the following assets Seller set forth below are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereofexplicitly excluded: (ai) cash, cash equivalents, investments, securities and bank and other depository accounts; (ii) books and records, licenses and permits or goodwill to the Licensed Intellectual Property including extent related to the Enabling Excluded Assets, the Retained Business or the Retained Liabilities and all personnel and employment records; (iii) any assets related to any employee benefit plan in which any Business Employees participate; (iv) except for the Transferred Intellectual Property and the grant of rights under the Trademark License Agreement and the Software License Agreement, all Intellectual Property, including, (A) the name and ▇▇▇▇ “UMI,” any Copyrights in variations and derivations thereof, and any other logos or trademarks of Seller, alone or with any other name or ▇▇▇▇, (B) the software or computer code within related to the Licensed Intellectual Property Business Systems Replacement software (except, in all such cases, to the extent such software was developed or owned by Seller and which may constitute improvements to third-party software), (C) any and all customizations, modifications, and configurations made and developed by Seller to third-party software applications that are not being transferred but are separately licensed by Buyer, and (D) all know-how, methods and processes used or sublicensed held for use in the conduct of the Acquired Businesses or the use of the Production Assets; (v) all ProQuest Retained Microform Products and all rights to Company under the Technology License AgreementRetained Business, including all Electronic Rights held by Seller for all microform associated with the transferred Periodicals Microform Business; (vi) all prepaid expenses for software maintenance and licensing fees; (vii) all tangible and intangible property comprising the data center and network infrastructure of Seller, whether or not such items would otherwise be considered fixtures of the Facility, including the assets listed on Schedule 1.02(vii), but excluding the assets listed on Schedule 1.01(ii); (bviii) Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor all rights to Contracts which are not Transferred Contracts; (fix) All proteinsany refunds, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting claims for refunds or rights to receive refunds from any Taxing Authority with respect to Taxes paid or generated under the programs directed to allergens conducted be paid by Seller or for Contributor any of its Affiliates relating to periods or portions thereof ending on or prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensDate; (gx) All Trademarks any records (including accounting records) related to Taxes paid or payable by Seller or any of Contributorits Affiliates and all financial and Tax records relating to the Acquired Businesses; provided that Buyer shall be entitled to copies of any such records (other than records related to income Taxes) that it may reasonably request; (hxi) All Contributor Benefit PlansSeller’s corporate charter documents, minute books, stockholder records, stock transfer records, similar corporate records and corporate seal; (xii) such records as relate to the negotiation and consummation of the transactions provided for in this Agreement and all records prepared in connection with the sale of the Acquired Businesses; (xiii) all insurance policies relating to the Transferred Assets, any refunds paid or payable in connection with the cancellation or discontinuance of any such insurance policies, and any claims made under any such insurance policies; (xiv) Claims arising under insurance policies or based on pending, or threatened litigation, including all rights to indemnification for expenses and attorney’s fees in connection therewith, and all assets owned rights to assert Claims that Seller ever had, now have or held in the future may have, whether known or unknown, relating in any way to the purchase or procurement of any goods, services or products (in each case, other than any Inventory) by, or on behalf of, the Acquired Businesses, in either case, at any time up until the Closing, along with any and all recoveries by all Contributor Benefit Plans; settlement, judgment or otherwise in connection with any such Claims; (xv) Seller’s rights under this Agreement and any other agreements contemplated hereby and any other agreements, certificates and instruments delivered in connection with this Agreement, and (ixvi) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreementsall assets on Schedule 1.02(xvi).

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: (a) The Company shall, if requested by Buyer at any time on or prior to November 1, 2001, promptly after receipt of such request, sell, divest, donate or otherwise dispose of the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement); (b) Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, stock and all data associated assets and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-liabilities of ▇▇▇▇ ▇▇▇▇▇▇▇▇ AS dated February 8Law School, 2001Inc. ("JMLS") and/or PrimeTech Canada, Inc. ("PrimeTech"), each a wholly owned subsidiary of the Company, (JMLS and PrimeTech together referred to as the “Alk-▇▇▇▇▇▇ Agreement”"Excluded Operations," and each an "Excluded Operation"), and Intellectual Property Rights shall use its best efforts to consummate such disposition within 60 days of receipt of such request even if a higher value could be realized if additional time were available. Parent acknowledges and agrees that such sale, divestiture, donation or other disposition is being done at its request and the Company makes no representation, and has no obligation, to achieve full, fair or any value in such transaction. Parent further acknowledges and agrees that one alternative available to the foregoing Company is to sell the Excluded Operations to Seller or one of his affiliates for nominal consideration. Parent waives any and all claims against Seller, his affiliates and agents and representatives in connection with such sale other than any claims arising out of a breach of the provisions of Section 5.8 of the Stock Purchase Agreement. (b) The Company hereby agrees that in connection with the sale of any Excluded Operation under this Section 6.23, such sale shall be made by the Company without recourse to the Company, and the Company shall make no representations or warranties or other undertakings to the purchaser in connection therewith, and the closing of any sale by the Company shall be conditioned solely on obtaining all regulatory approvals necessary in order to transition control of such entity or entities to the purchaser. The Company shall use its best efforts to promptly apply for and obtain all requisite regulatory approvals necessary to close the sale of JMLS and/or PrimeTech. (c) In connection with the purchase of any Excluded Operation, the Company will enter into an indemnity agreement reasonably satisfactory to Parent pursuant to which Intellectual Property Rights JMLS and PrimeTech will hold the Company harmless from claims, obligations and liabilities of or relating to such Excluded Operation. (id) resulted from or were generated under The Company further shall, promptly following any receipt of the programs related to allergens conducted by or for Contributor request contemplated hereby, recognize in its accounting records, prior to any such time as Buyer may reasonably determine that Buyer's and Seller's accounting results require consolidation, all reserves, costs, fees, and expenses associated with the Closing Date sale, divestiture, donation or other disposition of any Excluded Operation to the extent permissible under the Alk-▇▇▇▇▇▇ Agreement and (iiGAAP. The Company's obligation under this Section 6.23(d) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant subject to the Space Sharing Agreementsreceipt of reasonable notice prior to such consolidation.

Excluded Assets. Contributor does not contributeNotwithstanding anything to the contrary in Section 1.9, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement Seller shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, retain the following assets are included among of Seller (collectively, the "Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:Assets"): (a) the Licensed Intellectual Property including the Enabling Intellectual Property cash, cash equivalents and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)short-term investments; (b) Excluded Books and Recordsall intercompany receivables of Seller with any of Seller's affiliates; (c) Excluded Machinery any current assets of Seller with respect to the operation of any of the Hospitals which are not included in Net Working Capital, as determined pursuant to Sections 1.2 and Equipment1.4; (d) Excluded Personal Propertycomputer software, programs and hardware or data processing equipment which is proprietary to Seller and/or Seller's affiliates, data processing system manuals and licensed software materials, as more particularly described in Schedule 1.10(d); (e) Excluded Contributor Contractsall of Seller's or any affiliate of Seller's proprietary manuals, marketing materials, policy and procedure manuals, standard operating procedures and marketing brochures, data and studies or analyses; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior any asset which would revert to the Closing Date under employer upon the Collaboration Agreement between Maxygentermination of any Seller Plan, Inc. and Alk-including assets representing a surplus or overfunding of any Seller Plan; (g) the Excluded Multi-Facility Contracts; (h) the names "▇▇▇▇▇ Healthcare Corporation", "▇▇▇▇▇", "▇▇▇▇▇ AS dated February 8HealthSystem", 2001"OrNda HealthCorp", and any other names, symbols or world-wide web addresses (the “Alk-including, without limitation, any world-wide web address containing "▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement ▇.▇▇▇") not used exclusively at any of the Hospitals, all abbreviations and (ii) are solely variations thereof, and trademarks, trade names, service marks, copyrights and any applications therefor, symbols and logos related tothereto, or solely useful fortogether with any promotional material, the discoverystationery, research, development, manufacture, commercialization supplies or other exploitation items of one inventory bearing such names or more allergenssymbols or abbreviations or variations thereof; (gi) All Trademarks all current contracts between Seller and any affiliate of ContributorSeller with respect to the operation of any Hospital, except those approved in writing by Seller and Purchaser to be assigned to Purchaser on or after the Effective Time; (hj) All Contributor Benefit Plansthe portions of Inventory, Prepaids and other Assets disposed of, expended or canceled, as the case may be, by any Seller after the Effective Date and prior to the Effective Time in the ordinary course of business; (k) assets owned and provided by vendors of services or goods to any of the Hospitals; (l) all accounts, notes, interest and other receivables of Seller, including accounts, notes or other amounts receivable from physicians, and all claims, rights, interests and proceeds related thereto, including all accounts and other receivables, disproportionate share payments and cost report settlements related thereto, arising from the rendering of services by Seller prior to the Effective Time to inpatients and outpatients at any Hospital, billed and unbilled, recorded and unrecorded, whether payable by private pay patients, private insurance, third party payors, Medicare, Medicaid, TRICARE, Blue Cross, or by any other source (collectively, "Accounts Receivable"); (m) all documents, records, correspondence, work papers and other documents relating to the Accounts Receivable, the Seller Cost Reports or Agency Settlements (the "Receivable Records"); (n) all claims, rights, interests and proceeds with respect to state or local tax refunds (including but not limited to property tax) resulting from periods prior to the Effective Time, and the right to pursue appeals of same; (o) all of Seller's corporate or organizational record books and minute books; (p) any Owned Real Property not purchased by, or any Leased Real Property not assigned to, Purchaser pursuant to Section 1.14(b)(ii); (q) all insurance proceeds arising in connection with property damage to any Owned Real Property not purchased by, or any Leased Real Property not assigned to, Purchaser pursuant to Section 1.14(b)(ii); (r) all unclaimed property of any third party which is subject to applicable escheat laws; (s) all claims, rights, interests and proceeds (whether received in cash or by credit to amounts otherwise due to a third party) with respect to amounts overpaid by Seller to any third party with respect to periods prior to the Effective Time (e.g. such overpaid amounts may be determined by billing audits undertaken by Seller or Seller's consultants) and which are not included in Net Working Capital, as determined pursuant to Sections 1.2 and 1.4; (t) all bank accounts of Seller; (u) all rights, claims and choses in action of Seller and its affiliates with respect to periods prior to the Effective Time, and any payments, awards or other proceeds resulting therefrom with respect to periods prior to the Effective Time, with the exception of any such rights, claims, choses in action, payments, awards or other proceeds to the extent included in Net Working Capital, as determined pursuant to Sections 1.2 and 1.4; (v) all writings and other items that are protected from discovery by the attorney-client privilege, the attorney work product doctrine or any other cognizable privilege or protection, which are further described by way of example, rather than limitation, on Schedule 1.10(v); (w) all assets owned or held by all Contributor Benefit Planslocated outside the Commonwealth of Massachusetts; provided that such assets are not recorded on the balance sheet of any Seller as of August 31, 2004; (x) those advance payments, prepayments, prepaid expenses, deposits and the like, the categories of which are set forth on Schedule 1.10(x); (y) any Non-Useable Inventory; (z) Seller's current Medicare and Medicaid provider agreements and provider numbers; (aa) certain content of any of the Hospitals' website(s), as more particularly described on Schedule 1.10(aa); and (ibb) Any real property leases or other interests any assets identified in real property except pursuant to the Space Sharing AgreementsSchedule 1.10(bb).

Excluded Assets. Contributor does not contributeNotwithstanding anything in this Agreement to the contrary, transfer, convey or assign any all assets, properties, goodwill or properties and rights to Company of Seller other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreementsthose set forth in Section 1.1, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specificallywithout limitation, the following assets are included among assets, properties and rights of Seller (the "Excluded Assets and are Assets"), shall be excluded from and shall not constitute part of the contributionAssets, transferand Purchaser (and its designee) shall have no rights, conveyance, assignment title or delivery provided for under Section 2.1 hereofinterest in or duties or obligations of any nature whatsoever with respect thereto by virtue of the consummation of the transactions contemplated by this Agreement: (ai) all contracts and other agreements to which Seller is a party (other than those described in Section 1.1 above), including contracts relating to marketing partner arrangements, that are listed in Schedule 1.2(i) (the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement"Excluded Contracts"); (bii) all rights of Seller in and to the trademarks, service marks, and any applications, registrations and renewals therefor, and all the goodwill, associated therewith, licensed by or subject to the Master License Agreement dated as of October 14, 1996 between Seller and CardPlus Japan Co., Ltd., as amended (the "Japanese License Agreement") and which are listed (by country and trademark) on Schedule 1.2(ii) hereto (collectively, the "Excluded Books and RecordsMarks"); (ciii) all rights of Seller in and to (x) the Card Member System, including all documentation relating thereto and all source and object codes relating thereto and (y) the Japan DALC Interface Software (as defined in the Japan DALC/USA DALC Interface Software Development Agreement between Seller and Card Plus Japan Co., Ltd. dated September 17, 1997) (together, the "Excluded Machinery and EquipmentSoftware"); (div) Excluded Personal Propertyall rights of Seller in the Internet domain name "▇▇▇▇.▇▇▇" and in and to the Internet website accessed via such domain name, including but not limited to all copyrights in all materials on such site and the software underlying such site, all trademarks, service marks, trade names and goodwill associated therewith, all proprietary computer software, programs, applications, databases, files (in whatever form or medium) and all proprietary information related thereto, in each case only to the extent that the foregoing is not otherwise required to be listed on Schedule 3.1(j)(i) hereto; (ev) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines all rights of Seller in and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under Japanese License Agreement and the Collaboration Original Equityholders Agreement between Maxygendated as of November 15, Inc. 1996 by and Alk-among ▇▇▇▇▇▇▇ AS dated February 8▇▇▇▇▇▇▇▇▇, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”)▇▇▇▇▇▇▇▇, and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇▇ Agreement ▇▇▇▇ and (iiSeller, as amended, and all other agreements between Seller and CardPlus Japan Co., Ltd. or related thereto, as set forth in Schedule 1.2(v) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergenshereto; (gvi) All Trademarks of Contributorall lists, files, records, information and data relating to Members who were acquired pursuant to an Excluded Contract (the "Excluded Membership Data") and all rights to such Members; (hvii) All Contributor Benefit Plansall advertising, marketing and sales programs, advertising copy (including radio and television scripts), creative materials, production agreements, broadcasting rights, broadcasting and advertising time, space, allowances and credits, and other promotional brochures, flyers, inserts and other materials used solely in connection with an Excluded Contract; (viii) all assets owned or held by all Contributor Benefit Plansproprietary software underlying the websites included among the Intellectual Property; (ix) any assets, properties, rights and interests relating to the Excluded Liabilities (as hereinafter defined); and (ix) Any real property leases or other interests in real property except all rights of Seller under this Agreement and the documents and instruments delivered to Seller pursuant to the Space Sharing Agreements.this Agreement. 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Excluded Assets. Contributor does Notwithstanding anything in this Assignment to the contrary, the Assets do not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company include and Assignee agrees and acknowledges that this Agreement shall give Company no rights to any Excluded Assignor has reserved and retained from the Assets and hereby reserves and retains unto itself any and all rights, titles and interests in and to (a) fee, leasehold, mineral fee, royalty, overriding royalty, and other interests to the extent pertaining to the any area not within the boundaries of the Leases as of the Effective Time and not expressly included under Section 1.2(a) or (b) above; (b) seismic, geologic and geophysical records, information, and interpretations relating to the Assets not included in Section 1.2(b)(5) above; (c) any and all records which consist of previous, contemporaneous or subsequent offers, discussions, or analyses associated with the purchase, sale or exchange to a third party by Assignor of the Assets or any part thereof, proprietary information, personnel information, tax information, information covered by a non-disclosure obligation of a third party and information or documents covered by a legal privilege; (d) originals or copies of Records retained by Assignor; (e) all claims, rights expressly granted and causes of action of Assignor against third parties, asserted and unasserted, known and unknown relating to the period prior to the Effective Time relating to the Assets; (f) trucks, communication equipment, computers and related switching equipment and software; (g) all pipelines which are not used solely for production from the Lands; (h) all oil in storage at the Effective Time or produced prior to the Effective Time; and (i) items or interests excluded or removed elsewhere in or pursuant to this Agreement and/or the Transaction AgreementsAssignment;(j) any refund of taxes, including any drug research costs or development program, drug target, product, product candidate expenses borne by Assignor or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights Assignor’s predecessors in software or computer code within the Licensed Intellectual Property (except, in all such cases, title attributable to the extent licensed or sublicensed to Company under the Technology License Agreement); (b) Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor period of time prior to the Closing Date under Effective Time; (k) any and all proceeds receivable from the Collaboration Agreement between Maxygensettlement or final adjudication of contract disputes with lessors, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8co-owners or operators of the Assets or with purchasers, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and gatherers processors or transporters of hydrocarbons from or attributable to the foregoing which Intellectual Property Rights (i) resulted from Assets, including without limitation, settlement of royalty, take-or-pay, pricing or were generated under the programs related volume adjustments disputes, insofar as said proceeds are attributable to allergens conducted by or for Contributor periods of time prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and Effective Time (ii) are solely related to, or solely useful forcollectively, the discovery"Excluded Assets"). II. For purposes of Articles III and Article IV of this Assignment, research“Property”, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreements.“

Excluded Assets. Contributor does Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not contributeacquire and there shall be excluded from the Assets, transfer, convey or assign any assets, properties, goodwill or rights to Company other than each of the Contributed Assets following (the “Excluded Assets”). Company acknowledges that ): (i) the business, assets and properties of the ChinaWeal Group, as well as any equity capital of any entities in the ChinaWeal Group; (ii) all rights of Seller and the Selling Subsidiaries under this Agreement shall give Company no rights and the documents and other papers delivered to any Excluded Assets and rights expressly granted Seller pursuant to this Agreement and/or Agreement; (iii) all original financial records and tax records of Seller and its Affiliates (other than the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate original financial records and tax records of Contributor. Specificallythe Transferred Companies) relating to the Business, the following assets are included among Assets or the Excluded Assets Assumed Liabilities; provided that Seller and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under its Affiliates will furnish Purchaser with copies upon request and will afford Purchaser and its Representatives access to such records as contemplated in Section 2.1 hereof: (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement5.13(c); (biv) the Lenovo Trademarks licensed to Purchaser under Section 5.19(b) and the other Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Intellectual Property; (ev) Excluded Contributor Contractsany assets sold or otherwise disposed of in the ordinary course and not in violation of any provisions of this Agreement or any other Transaction Document on or prior to Closing; (fvi) All proteinsany inter-company payables or receivables between (1) Seller and its Subsidiaries (other than the Transferred Companies) and (2) the Transferred Companies; (vii) the other assets and business of Seller used primarily in the Telecommunications Applications Services Division (to the extent not owned and operated by the ChinaWeal Group) as set forth in Section 2.2(vii) of the Seller Disclosure Schedule); (viii) all refunds of Taxes which Seller is required to pay under Section 5.7(d) or which Seller has paid or caused the Selling Subsidiaries or the Transferred Companies to pay prior to Closing, nucleic acid chains, cell lines and other biological materialsnet of any Tax paid upon receipt of such refunds, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior to not including any refunds which are set forth as assets on the Closing Date Balance Sheet as finally determined under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensSection 2.10; (gix) All Trademarks except as provided in Section 2.1(l), all cash on hand or in banks, cash equivalents, all rights in any funds of Contributorany nature (including, without limitation, funds relating to vacation pay, workers’ compensation, unemployment compensation and other employee benefits), bank and security accounts, safe deposit boxes and vaults, wherever maintained or held by the Business; (hx) All Contributor Benefit PlansLenovo AI and the assets and properties of the Insurance IT Services Division conducted by Lenovo AI; (xi) The Software License Framework Agreement dated June 1, 2003 between LCSTCL and all assets owned LBL, which Seller shall terminate on or held by all Contributor Benefit Plansprior to Closing; (xii) the Excluded Permits; (xiii) the Real Property, which shall be made available to Purchaser or its Subsidiaries under the Transitional Services Agreement; (xiv) the asset and properties as set forth in Section 2.2(xiv) of the Seller Disclosure Schedule; and (ixv) Any real property leases or other interests any and all accounts receivable from the Nanguan District Bureau of Education of Changchun in real property except pursuant to connection with products and services of the Space Sharing AgreementsBusiness.

Excluded Assets. Contributor Except for the assets specifically enumerated in Section 1.1(a) above, and without limiting the terms and conditions of the Ancillary Agreements, the Seller conveys no right or interest in or to any other asset or intellectual property of the Seller hereunder, including, without limitation, any trademark, patent or other intellectual property right of any kind ("EXCLUDED ASSETS"). The Seller does not contributeassign, transferlicense or otherwise convey (and shall not be deemed to have assigned, convey licensed or assign conveyed) any assetsrights and interest (whether by implication, propertiesestoppel, goodwill inference or rights to Company otherwise, or by any conduct of a Party under this Agreement) other than as expressly set forth in this Agreement. Without limiting the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets generality of the foregoing, and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specificallynotwithstanding anything in Section 1.1(a) above, the following rights and assets are included among the shall be considered Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereofhereunder: (ai) all (A) agreements with distributors or customers relating to use of the Licensed Intellectual Property including the Enabling Intellectual Property Assigned Products in object code form and any Copyrights in software (B) all other agreements set forth on Schedule 1.1(b)(i) hereto under which Seller has granted a license to a third party (other than a customer or computer code within the Licensed Intellectual Property (exceptdistributor) to use or resell an Assigned Product, in all such caseseach case, to other than Assigned Contracts (the extent licensed or sublicensed to Company under the Technology License Agreement"HYSYS CONTRACTS"); (bii) Excluded Books each agreement under which the Seller has agreed to provide Operator Training Services or licensed or distributed any Assigned Product and Recordsthat is identified on Schedule 1.1(b)(ii), including, without limitation, all Multi-Product Agreements as that term is defined in Section 2.7(c) and such other customer agreements related solely to the OTS Business that Seller enters into after the date hereof and prior to Closing and which Buyer elects not to assume pursuant to Section 4.3 hereof ("RETAINED OTS CONTRACTS", and together with the HYSYS Contracts, the "RETAINED CONTRACTS"); (ciii) Excluded Machinery the Third Party Licenses as that term is defined in Section 2.7(b) and Equipmentall software, materials, technology or intellectual property licensed under such Third Party Licenses; (div) Excluded Personal Propertythe software, tools, and other technology owned by the Seller and listed on Schedule 1.1(b)(iv) (the "SELLER RETAINED DEVELOPMENT TOOLS"); (ev) Excluded Contributor except for the Assigned Trademarks, any business names, registered and unregistered trademarks, service marks, trade names, logos, Internet domain names, and corporate names and applications, registrations and renewals related thereto (or portions thereof), and associated goodwill owned, licensed, used or held for use by the Seller or its Affiliates; (vi) the products listed on Schedule 1.1(b)(vi), and all Intellectual Property Rights embodied in such products (the "EXCLUDED HYPROTECH PROCESS ENGINEERING SIMULATION SOFTWARE"); (vii) performance bonds of the Seller relating to the Assigned Contracts; (fviii) All proteinsany other of the Seller's products or software that interface with the Assigned Products, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from except as expressly set forth in Schedule 1.1(a)(i)(A) or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”Schedule 1.1(a)(i)(B), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (iix) Any real property leases or other interests in real property except pursuant materials related to the Space Sharing Agreementspricing or discounting of Hyprotech Process Engineering Simulation Software, including, but not limited to, pricing or discount lists, plans, policies, practices, forecasts, strategies, or analyses.

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: (a) Notwithstanding any other provision of this Agreement, the Licensed Intellectual Property including Buyer shall not acquire any (a) cash and cash equivalents; (b) (i) billed accounts receivable uncollected as of the Enabling Intellectual Property Effective Time as identified on Schedule 1.2, and any Copyrights in software (ii) additional amounts billed by the Company, whether prior to or computer code within after the Licensed Intellectual Property (exceptEffective Time, in all such cases, for activity up to the extent licensed Effective Time (collectively, the "Billed Accounts"); (c) bank accounts or sublicensed other similar accounts; (d) any rights in the name COMARCO; (e) assets shown on Schedule 1.2; (f) rights with respect to any Employee Plan (as defined in Section 1.7) except as otherwise provided in Section 1.6, or to any tax refunds, credits and other benefits relating to taxes of any nature whatsoever; (g) rights to or in any insurance policies held by the Company under or its affiliates or rebates, reimbursements, dividends or returns as a result of premiums or surcharges for workers compensation insurance coverage paid by the Technology License AgreementCompany or its affiliates; and (h) financial, accounting, tax and personnel, payroll and related records ("Excluded Assets");. (b) Excluded Books To the extent that the assignment of any Contract shall require the consent of any other party, this Agreement shall not constitute a contract to assign the same if any attempted assignment would constitute a breach thereof. The Company shall use its reasonable efforts to obtain any consent necessary to any such assignment in accordance with Section 5.1 and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under the programs directed Buyer agrees to allergens conducted by or for Contributor reasonably cooperate with the Company in the Company's attempt to obtain such consents. If any such consent is not obtained prior to the Closing Date under then the Collaboration parties shall enter into the Agency Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”)as defined in Section 1.10(a)(iii) hereof) with respect to such Contract, and Intellectual Property Rights the Company shall cooperate with the Buyer in and any reasonable arrangement requested by the Buyer designed to provide to the foregoing which Intellectual Property Rights (i) resulted from or were generated Buyer the benefits under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related toany such Contract, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation including enforcement of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, any and all assets owned rights of the Company against the other party thereto arising out of breach or held cancellation thereof by all Contributor Benefit Plans; and (i) Any real property leases such other party or other interests in real property except pursuant to the Space Sharing Agreementsotherwise.

Excluded Assets. Contributor does Notwithstanding anything in Section 2.1 to the contrary, it is hereby expressly acknowledged and agreed that the Purchased Assets shall not contributeinclude, transferand neither Seller nor any Subsidiary is granting, convey bargaining, selling, transferring, assigning, conveying or assign delivering to Buyer or a Buyer Designee, and neither Buyer nor any assetsBuyer Designee is purchasing, propertiesacquiring or accepting from Seller or any Subsidiary, goodwill any of the rights, properties or rights assets set forth or described in paragraphs (a) through (i) 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 Company other than herein as the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software of Seller’s or computer code within the Licensed Intellectual Property (exceptany Affiliate of Seller’s receivables, in all such casescash, to the extent licensed cash equivalents, bank deposits or sublicensed to Company under the Technology License Agreement)similar cash items or employee receivables; (b) Excluded Books any (i) confidential personnel records pertaining to any Business Employee, or (ii) other books and Recordsrecords 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, to make copies of any portions of such retained confidential personnel records and other books and records that relate to the Optoelectronics Business, the Purchased Assets, the Assigned Liabilities or the Transferred Employees; and (iii) any information management system of Seller or any Affiliate of Seller other than those used or held for use primarily in the operation or conduct of the Optoelectronics Business and contained within computer hardware included as a Purchased Asset pursuant to Sections 2.1(c) and (d); (c) Excluded Machinery and Equipmentany 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, for any Tax period (or portion thereof) ending on or before the Closing Date; (d) Excluded Personal Propertysubject to Section 5.8, any rights to, or the use of, the “Agere,” or “Agere Systems” trademarks; (e) the Excluded Contributor Contracts, the Nonassignable Licenses and the Excluded Leased Equipment; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from any insurance policies or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation rights of one or more allergensproceeds thereof; (g) All Trademarks except as specifically provided in Section 5.4, any of Contributorthe assets of the Benefits Plans; (h) All Contributor Benefit Plansany rights, and all assets owned claims or held by all Contributor Benefit Planscauses of action of Seller or any Affiliate of Seller against Third Parties relating to the assets, properties or operations of the Optoelectronics Business of Seller or any Affiliate of Seller arising out of transactions occurring on or before the Closing Date; and (i) Any all other assets, properties, interests and rights of Seller or any Affiliate of Seller not identified in Section 2.1, including any such items and the real property leases or other interests in real property except pursuant related to the Space Sharing Agreementsmanufacturing operations and facilities used primarily by Seller’s integrated circuits business.

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights Notwithstanding anything to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that contrary in this Agreement shall give Company no rights to or any Excluded Assets other Transaction Document, Seller is not selling, transferring or assigning, and rights expressly granted Buyer is not acquiring, any property or assets pursuant to this Agreement and/or other than as expressly described in Section 1.1 (all such excluded property and assets, collectively, the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate "Excluded Assets"). Without limiting the generality of Contributor. Specificallythe foregoing, the following property and assets are included among the of Seller constitute Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereofAssets: (a) cash, cash equivalents, securities (whether or not marketable) and investments owned by or for the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software account of Seller or computer code within the Licensed Intellectual Property (exceptits affiliates, in all such cases, except to the extent licensed or sublicensed to Company under the Technology License Agreementexpressly provided in Sections 1.1(i), 1.1(j) and 1.1(k); (b) Excluded Books except as expressly provided in Section 1.1(l), all rights of Seller or its affiliates to any refunds, rights of set off or rights of recoupment for Taxes levied and Recordsimposed upon, or in connection with, the ownership or operation of the Business, the Assets or the Assumed Liabilities on or before the relevant Closing Date; (c) Excluded Machinery and EquipmentSeller's or its affiliates' rights under any policies of insurance or to any benefits, proceeds, or premium refunds payable or paid thereunder or with respect thereto; (d) Seller's or its affiliates' corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, licenses, approvals and authorizations to conduct its business and activities (including securities industry licenses, approvals or other authorizations to conduct its business and activities in the securities industry), memberships in any securities, commodities or other self-regulatory organizations, taxpayer and other identification numbers, Tax Returns (as defined in Section 3.5(d)) and other Tax Records (as defined in Section 3.5(c)), seals, minute books, stock ledgers, stock transfer books and similar organizational and/or governance documents, books and records of Seller, and any and all other information, documents, books and records of Seller or its affiliates, including those related to any operations, accounting, information technology or services, legal, compliance, human resources, training and development, payroll, treasury, insurance, Tax, marketing, or other general or administrative services, software or assets, and products or services supplied or offered by Seller or any of its affiliates, in each case whether or not related to the Business; (e) the rights of Seller or its affiliates under this Agreement, any other Transaction Document or any other contract, agreement, commitment or instrument between Seller and Buyer (alone or with other persons, as the case may be), including the Confidentiality Agreement, Statements of Intention and Employee Releases; (f) all of Seller's and its affiliates' e-mail addresses, URLs, websites and website content; (g) all patents, copyrights, trademarks, trade names, trade dress, domain names, service marks, logos, corporate names, and similar intellectual properties, all goodwill and other rights, titles and interests appurtenant or related to the foregoing, and any registration or application for any of the foregoing, in each case owned, used or licensed by Seller or any of its affiliates (whether or not in connection with the Business), and all materials, packaging, supplies or signage incorporating any of the foregoing; (h) any and all trade secrets, proprietary information and proprietary trade practices of Seller or any of its affiliates; (i) except as expressly provided to the contrary in Section 1.1(q), all assets held with respect to, and all rights of Seller and its affiliates pursuant to, Seller's Plans (as defined below) and the other benefits plans, programs and policies of Seller or its affiliates; (j) all intercompany accounts between Seller and any of its affiliates and all rights with respect thereto; (k) except as otherwise provided in Section 1.1(n), all rights of Seller and/or its affiliates to indemnification or recoupment from Employees, Customers and other third parties with respect to any period prior to the relevant Closing, or as a result of the transactions contemplated hereby or with respect to any of the Excluded Liabilities (as defined in Section 2.3); (l) assets to be excluded as described in Section 1.4, Section 1.6, and Section 1.7, and assets that are not transferable as described in Section 1.5; (m) any and all works of art, in each case located in any of the Business Locations that Seller elects, prior to the relevant Closing and in its sole discretion, to remove; (n) all software, computer programs and other similar technology owned, used by or licensed to Seller or its affiliates (whether or not in connection with the Business), including software, computer programs or similar technology loaded or located on, or integrated into, any computer, server, data storage or data processing equipment, or other hardware or equipment that constitutes Tangible Personal Property; (eo) Excluded Contributor Contractsthe WAN circuits located at the Acquired Locations; (fp) All proteins, nucleic acid chains, cell lines and other biological materialsExcluded Branch Assets, and all data and information, resulting from assets exclusively or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs primarily related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensExcluded Locations; (gq) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Planscontracts for utilities services at the Leased Real Estate; and (ir) Any real property leases letters of credit issued by Seller or other interests its affiliates for the benefit of Customers, including all Covered L/Cs (as defined in real property except pursuant to the Space Sharing AgreementsSection 0).

Excluded Assets. Contributor does Notwithstanding the foregoing provisions of this Section 1, the following assets shall not contributeconstitute Properties and shall not be sold, transferassigned or conveyed to Buyer pursuant to Section 1 (such assets as described herein below, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company Excluded Assets under the Technology License Membership Purchase Agreement); (b) Excluded Books the existing gathering system and Recordsfacilities; (c) Excluded Machinery and Equipmentall Permits that are not assignable in connection with the transactions contemplated by this Agreement; (d) Excluded Personal Propertyall crude oil, natural gas, casinghead gas, drip gasoline, natural gasoline, petroleum, natural gas liquids, condensate, products, liquids and other hydrocarbons and other minerals or materials of every kind and description produced from the Wellbores and disposed of, or in storage tanks or in pipelines past a measuring point, prior to the Effective Time (the “Seller’s Substances”), and all proceeds attributable thereto; (e) Excluded Contributor Contractsall rights and causes of action, arising, occurring or existing in favor of Seller and attributable to the period prior to the Effective Time or arising out of the operation of or production from the Wellbores prior to the Effective Time (including, but not limited to, any and all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller and relating and accruing to the period prior to the Effective Time); (f) All proteinsall fee interests, nucleic acid chains, cell lines overriding royalty interests and other biological materialsroyalty interests, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior Executive Rights related to the Closing Date under Wellbores to the Collaboration Agreement between Maxygenextent they do not reduce the working and net revenue interest below that set forth in the Membership Purchase Agreement, Inc. and Alk-any and all right to protest any down-spacing ▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-increased density ▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇exception location ▇▇▇▇▇ Agreement and (ii) are solely related toSeller, or solely useful forits successors and assigns, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensmay choose to drill except as prohibited in 1.1 above; (g) All Trademarks all rights under the contracts identified in Section 1.6 to the extent relating to any properties not part of Contributorthe Properties described in Sections 1.1 through 1.5, and Section 1.7, and specifically to the extent any such contracts relate to any additional ▇▇▇▇▇ or drilling activities outside of the Wellbores not prohibited by 1.1 above; (h) All Contributor Benefit Plansall corporate, financial, tax and legal records of Seller; provided, however, Buyer will be entitled to copies of any such records and rights to audit such records as may reasonably be necessary to comply with reporting obligations imposed upon Buyer as a publicly traded entity, subject to such confidentiality requirements as Seller may reasonably require; (i) all contracts of insurance or indemnity; (j) any refund of costs, taxes or expenses borne by Seller attributable to the period prior to the Effective Time; (k) any other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Time, and any right or interest in the properties described in Sections 1.1 through 1.7 to the extent not applicable to the Wellbores; (l) all assets owned deposits, cash, checks, funds and accounts receivable attributable to Seller’s interests in the Properties with respect to any period of time prior to the Effective Time; (m) all computer or held communications software or intellectual property (including tapes, data and program documentation and all tangible manifestations and technical information relating thereto) owned, licensed or used by all Contributor Benefit PlansSeller, other than the Data; (n) any logo, service ▇▇▇▇, copyright, trade name or trademark of or associated with Seller; and (io) Any real property leases or motor vehicles and other interests in real property except pursuant to the Space Sharing Agreementsrolling stock.

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the The following assets of the Seller are included among the Excluded Assets and are expressly excluded from the contributionPurchased Assets and shall not be sold, transferassigned, conveyance, assignment transferred or delivery provided for under Section 2.1 hereofdelivered to the Buyer hereunder: (a) Cash (including (i) checks received by the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software Seller on or computer code within the Licensed Intellectual Property (except, in all such cases, prior to the extent licensed or sublicensed to Company under the Technology License AgreementClosing which shall be credited against accounts receivable and (ii) cash in bank accounts), commercial paper, certificates of deposit and other bank deposits, treasury bills, other cash equivalents and bank accounts; (b) Excluded Books and RecordsAll accounts receivable or other amounts due from any Affiliate of the Seller including amounts due from Affiliates for intercompany cash advances or items included in the "inter-co cash advances" line of the Seller's balance sheet; (c) Excluded Machinery All real property, whether owned or leased, including all land, buildings, structures, easements, appurtenances and Equipmentprivileges relating thereto, and all leaseholds for real property, leasehold improvements, fixtures and other appurtenances and options, including options to purchase and renew, or other rights thereunder; (d) Excluded Personal PropertyLife insurance policies of officers, directors and employees or other representatives of the Seller, and all other liability, property, casualty and other insurance policies relating to the Purchased Assets of the operation of the Business, subject to Section 6.9; (e) Excluded Contributor Contracts; (f) All proteinsThe tradenames and trademarks, nucleic acid chainswhether registered or unregistered, cell lines "SL" and other biological materials"SL Industries" and the corporate names, logos and designs associated therewith or incorporating any of the foregoing, and all data and informationany other name, resulting from logo, design or generated under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-other mark ▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and t has such a near resemblance thereto as may be likely to cause confusion or mistake to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related topublic, or solely useful forotherwise deceive the public (collectively, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens"EXCLUDED INTELLECTUAL PROPERTY"); (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing Agreements.

Excluded Assets. Contributor does not contribute, transfer, convey or assign any assets, properties, goodwill or rights Notwithstanding anything to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that contrary contained in Section 2.1(a) of this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. SpecificallyAgreement, the following assets of the Company are included among not part of the Excluded Assets sale and purchase contemplated hereunder, are excluded from the contributionAssets, transfershall remain the property of the Company after the Closing and shall not be purchased or assumed by the Purchaser (collectively, conveyancethe "Excluded Assets"): (A) cash and cash equivalents, assignment (B) all property and assets of the BPS Division that were not historically used or delivery provided required, in any material respect, for under Section 2.1 hereof: the Business, including (aaa) accounts receivable of the Licensed Intellectual Property including BPS Division and accounts receivable of the Enabling Company not associated with the IM Division, (bb) property, plant and equipment and other tangible personal property, (cc) Intellectual Property and other intangible assets necessary or useful in the operation of the Company or the BPS Division, (dd) Permits of the Company, excluding those of the IM Division, (ee) the rights and benefits of and under all Operating Contracts, (ff) the documents, books and records of the Company and the BPS Division in any Copyrights form and which are not wholly associated with the IM Division, (C) deferred income Taxes and credits of the Company, (D) prepaid assets associated with the BPS Division, including insurance and all rights in software and ownership of insurance policies of the Company, (E) any claims and actions by the Company against the officers and directors of the Company, (F) any non- transferable Permits and Permits associated with the BPS Division that were not historically used or computer code within required (excluding general business licenses of the Licensed Intellectual Property (exceptCompany), in any material respect, for the Business, (G) all such casesBenefit Plans of the Company, to (H) the extent licensed or sublicensed to Company under the Technology License Agreement); (b) Excluded Books Company's Tax returns and Records; (c) Excluded Machinery financial statements, and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materialsassociated workpapers, and all data claims for refunds of Taxes and informationother fees and charges of a Governmental Body, resulting from or generated under (I) any shares of capital stock of the programs directed Company, (J) the corporate charter and other similar records of the Company, (K) the Company's qualifications to allergens conducted by or for Contributor prior conduct business, arrangements with registered agents, taxpayer and other identification numbers, seals, minute books, stock transfer books, and other documents relating to the Closing Date under organization, maintenance and existence of the Collaboration Agreement between MaxygenCompany, Inc. (L) all corporate names of the Company (other than the corporate names "Teltech," "Teltech Resources" or a similar iteration of the use of the name "Teltech"), telephone, telex and Alk-telephone facsimile numbers and other directory listings and internet and other electronic addresses (other than "▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇.▇▇▇" and "▇▇▇▇▇▇ Agreement”▇.▇▇▇"), (M) all sales, promotion, advertising, and marketing materials of whatever form or nature owned or licensed by or to the Company relating to the BPS Division or the Company generally, but excluding such that relates to the Business, (N) all goodwill of the Company, including the BPS Division, that is not the goodwill of the IM Division, (O) those other assets listed on Schedule 2.1(a)(ii), and Intellectual Property Rights in and to (P) any rights of the foregoing which Intellectual Property Rights (i) resulted from or were generated Company under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ this Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant to the Space Sharing AgreementsAncillary Documents.

Excluded Assets. Contributor does not contributeThe following items (collectively, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any “ Excluded Assets and rights expressly granted pursuant to this Agreement and/or ”) shall not be included in the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate definition of Contributor. Specifically, the following assets are included among the Excluded Assets and are “Golf Course,” shall be specifically excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 transfer contemplated herein and shall not be conveyed to Purchaser pursuant to the terms hereof: 1.2.1 All property owned by Seller or any of its affiliates, not normally located at the Golf Course and used, but not exclusively, in connection with the operation of the Golf Course; 1.2.2 All (a) computer software and accompanying documentation (including all future upgrades, enhancements, additions, substitutions and modifications thereof), other than that which is commercially available, which are used by Seller or any affiliate thereof in connection with the Licensed Intellectual Property including property management system, the Enabling Intellectual Property reservation system, and all future electronic systems developed by Seller or any affiliate thereof for use with respect to the Golf Course, (b) all manuals, brochures, directives, policies, programs and other information issued by Seller, or any of its affiliates, or otherwise used in the operation of the Golf Course, (c) employee records which must remain confidential either under applicable legal requirements or under reasonable corporate policies of Seller or any affiliate thereof, (d) any right, title or interest in or any goodwill associated with any name containing the name “Kapalua” or any combination or variation thereof and any Copyrights in software related trademarks and any other related words, names, devices, symbols, logos, slogans, designs, brands, service marks, trade names, other distinctive features, or computer code within any combination of the Licensed Intellectual Property foregoing, whether registered or unregistered, used by Seller or any of its affiliates, (excepte) all trade secrets, in confidential information and all such casesother information, to the extent materials, and copyrightable or patentable subject matter developed, acquired, licensed or sublicensed used by Seller or any affiliate thereof, including, without limitation, materials relating to Company sales and marketing programs, revenue and inventory management programs, processes or systems, brand and pricing strategies, business and technology plans, and research and development reports, and (f) any information or agreements considered confidential or proprietary in nature under an agreement between Seller or any of its affiliates and any other parties, including, but not limited to, lenders, vendors, suppliers or prior owners. The foregoing shall apply regardless of the Technology License Agreementform or medium involved ( e.g. , paper, electronic, tape, tangible or intangible); (b) Excluded Books 1.2.3 All inventory for retail sale, all rental clubs, driving range balls, and Recordsany other inventory or items owned by Seller and sold from the golf pro shop located on the Land; (c) Excluded Machinery 1.2.4 All personal property owned by the Restaurant Lessee under the Restaurant Lease, including, without limitation, the furnishings and Equipmentmoveable equipment situated in the Restaurant Lease premises, all glassware, china, utensils, inventories and the liquor license; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins1.2.5 Any capital reserve, nucleic acid chainspersonal property reserve and/or tax and insurance escrow for the Golf Course, cell lines and whether held for the benefit of the holder of a mortgage, loan, deed of trust or other biological materials, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior security instrument with respect to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens; (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit PlansGolf Course; and (i) Any real property leases 1.2.6 Working capital associated with or other interests in real property except pursuant set aside with respect to the Space Sharing AgreementsGolf Course.

Excluded Assets. Contributor does Notwithstanding anything to the contrary herein, the Seller shall not contributesell, assign, transfer, convey or assign deliver to the Buyer, and the Buyer shall not purchase, acquire or accept delivery or have any assets, properties, goodwill or rights to Company other than purchase, acquire or accept, delivery of any assets of the Contributed Assets Seller (the “Excluded Assets”)) other than those specifically set forth in Section 2.1. Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or Without limiting the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate generality of Contributor. Specifically, the foregoing sentence the following assets are included among the shall constitute Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereofAssets: (a) all of the Licensed Intellectual Property Business’ cash and cash equivalents, including the Enabling Intellectual Property bank deposits, investments in so-called “money market” funds, commercial paper funds, certificates of deposit, Treasury bills and any Copyrights in software or computer code within the Licensed Intellectual Property (exceptaccrued interest thereon, in all such caseseach case, to the extent licensed or sublicensed to Company under on hand on the Technology License Agreement)Closing Date; (b) Excluded Books all accounts receivables and Recordsother receivables or rights to payment of the Business arising prior to the Closing Date; (c) Excluded Machinery and Equipmentexcept as contemplated by the Manufacturing Agreement, all Inventory; (d) Excluded Personal Propertyall real property owned, leased or otherwise used by the Seller; (e) Excluded Contributor Contractsexcept for Assigned Equipment or as otherwise provided in the Manufacturing Agreement, all machinery, vehicles, computers, furniture, fixtures and equipment and related supplies, accessories, materials and parts (collectively, “Equipment”) owned, leased or used by the Seller, including all machinery, vehicles, computers, furniture, fixtures and equipment and related supplies used by the Seller in the operation of the Business or the manufacture of the Business’ products; (f) All proteins, nucleic acid chains, cell lines and all Contracts to which the Seller is a party other biological materials, and all data and information, resulting from or generated under than the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensAssigned Contracts; (g) All Trademarks of Contributorall Permits owned or used by the Seller; (h) All Contributor Benefit Plansexcept as provided in Section 2.1(g), any refunds or credits (including interest thereon or claims therefore) with respect to any Taxes relating to the Business or the Purchased Assets for any period or portion thereof ending on or before the Closing Date; (i) any Contracts of insurance in respect of the Business and all assets owned or held by all Contributor Benefit Plansrights thereunder; and (j) any Universal Product Code number used by the Seller; provided, however, that the Seller consents to the Buyer (i) Any real property leases manufacturing finished goods inventory containing the Universal Product Code number used by the Seller in connection with the Business’ products until the eighteen (18) month anniversary of the Closing Date, (ii) selling any finished goods inventory existing as of the Closing Date or other interests in real property except manufactured prior to the eighteen (18) month anniversary of the Closing Date pursuant to clause (i), (iii) using any packaging existing as of the Space Sharing AgreementsClosing Date or manufactured prior to the eighteen (18) month anniversary of the Closing Date pursuant to clause (i), and (iv) reselling any inventory that is returned prior to the eighteen (18) month anniversary of the Closing Date which contains the Universal Product Code number used by the Buyer in connection with the Business’ products.

Excluded Assets. Contributor does not contribute, transfer, convey Notwithstanding anything to the contrary contained in Section 2.1 or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that elsewhere in this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. SpecificallyAgreement, the following assets of Seller (collectively, the "Excluded Assets") are included among not part of the Excluded Assets sale and purchase contemplated hereunder, are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereofAssets and shall remain the property of Seller after the Closing: (a) the Licensed Intellectual Property including the Enabling Intellectual Property all cash and any Copyrights in software cash equivalents, including, without limitation, checking accounts, bank accounts, lock box numbers, marketable securities, commercial paper, certificates of deposit and other bank deposits, and treasury bills (other than cash or computer code within the Licensed Intellectual Property (except, in all such cases, cash equivalents relating to the extent licensed or sublicensed deposits/progress payments transferred to Company under the Technology License AgreementBuyer pursuant to Section 2.1(i)); (b) Excluded Books all insurance policies and Recordsall rights of every nature (including proceeds) under or arising out of such policies; (c) all Contracts to which Seller is a party and which (i) do not relate primarily or exclusively to the Business, or (ii) are set forth on Schedule 2.2(c) (collectively, the "Excluded Machinery and EquipmentContracts"); (d) all claims, demands, deposits, refunds, rebates, causes of action, choses in action, rights of recovery, rights of set- off and rights of recoupment to the extent relating to any of the Excluded Personal PropertyAssets or Excluded Liabilities, including, but not limited to, rights to or claims for refunds or rebates of Taxes and other governmental charges and the benefit of net operating loss carryforwards, carrybacks or other credits of Seller and those set forth on Schedule 2.2(d); (e) Excluded Contributor Contractsall prepaid charges, expenses, sums and fees set forth on Schedule 2.2(e); (f) All proteinsthe corporate charter, nucleic acid chainsqualifications to conduct business as a foreign corporation, cell lines arrangements with registered agents relating to foreign qualifications, taxpayer and other biological materialsidentification numbers, seals, minute books, stock transfer books, shares of capital stock, blank stock certificates, and all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor prior other documents relating to the Closing Date under the Collaboration Agreement between Maxygenorganization, Inc. maintenance and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation existence of one or more allergensSeller as a corporation; (g) All Trademarks the Intellectual Property set forth on Schedule 2.2(g) and all other Intellectual Property of ContributorSeller other than the Business Intellectual Property (collectively, the "Excluded Intellectual Property"); (h) All Contributor Benefit Plansall proprietary or confidential business or technical information, records and policies that relate generally to Seller and are not used primarily or exclusively in Seller's operation of the Business, including, without limitation, organization manuals, strategic plans and Tax records and related information; (i) all personnel records and other records that Seller is required by Law to retain in its possession or is not permitted under Law to provide to Buyer; (j) all rights in connection with, and assets of, any Employee Plan, except to the extent otherwise provided in Section 8.5; (k) all properties, rights and assets owned of Seller set forth on Schedule 2.2(k); (l) all rights of Seller under this Agreement, any other Transaction Document or held by the Transactions; (m) all Contributor Benefit Plansrecords prepared in connection with the sale of the Business to Buyer; and (in) Any real property leases all other properties, rights and assets of Seller which are not used by Seller primarily or other interests exclusively in real property except pursuant to Seller's operation of the Space Sharing AgreementsBusiness.

Excluded Assets. Contributor does Notwithstanding the foregoing, the Seller is not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than selling and the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted Buyer is not purchasing pursuant to this Agreement and/or Agreement, and the Transaction Agreementsterm "ACQUIRED ASSETS" shall not include, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among (the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:"EXCLUDED ASSETS"): (a) any of the Licensed Intellectual Property including the Enabling Intellectual Property and Seller's title to, interest in or rights with respect to any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, real property other than to the extent licensed set forth in the Site Lease or sublicensed to Company under the Technology License AgreementSpace Lease (each as hereinafter defined); (b) Excluded Books any of the Seller's cash, marketable or other securities, commercial paper and Recordscash equivalents or other investments, on hand or in bank accounts, and all of the Seller's bank accounts and intercompany accounts; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Contracts; (f) All proteins, nucleic acid chains, cell lines and other biological materialsany computers not used primarily in the Pressure Sensitive Business, and all any software embodied in any such computers, any communication or data network systems not used primarily in the Pressure Sensitive Business, and information, resulting from or generated under any other equipment not reasonably required to conduct the programs directed Pressure Sensitive Business (including assets required to allergens conducted provide the support services to be provided by or for Contributor prior the Seller pursuant to the Closing Date under Site Separation and Services Agreement) or used to support the Collaboration Agreement between Maxygen, Inc. and Alk-Pressure Sensitive Business but not located at the ▇▇▇▇▇▇▇▇▇ AS dated February 8Facility; (d) any insurance policies of the Seller, 2001, including any and all rights to make any claims or receive any proceeds thereunder; (e) all power transmission equipment other than the “Alk-▇▇▇▇▇▇ Agreement”transformers referred to in Section 1.1(o) and any trucks not listed on SCHEDULE 1.1(a), and Intellectual Property Rights in and ; (f) any other assets of the Seller not reasonably required to conduct the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior Pressure Sensitive Business subsequent to the Closing Date under (including assets required to provide the Alk-▇▇▇▇▇▇ Agreement support services to be provided by the Seller pursuant to the Site Separation and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensServices Agreement); (g) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except pursuant any rights to the Space Sharing Agreements.tradenames, trademarks or corporate name "S.

Excluded Assets. Contributor does It is expressly understood and agreed that the Assets shall not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than include the Contributed Assets following (“the "Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:"): (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)Specified Working Capital Items; (b) Excluded Books and RecordsExcept as may be agreed pursuant to Section 1.7, any assets of any qualified or non-qualified pension or welfare plans or other deferred compensation arrangements maintained by any Contributor or any Affiliate thereof for employees of such Contributor or any Affiliate thereof prior to the Asset Transfer Effective Time; (c) Excluded Machinery Subject to the Master Intellectual Property Agreement, any and Equipmentall of the Intellectual Property of Contributor or any Affiliate thereof to the extent not primarily used in the normal operation and conduct of, or to the extent not applicable to, the Contributed Business, and any and all Trademarks of Contributor or any Affiliate thereof except for the Trademarks assigned or licensed in the Master Intellectual Property Agreement; (d) Excluded Personal PropertyAll claims and rights against third parties (including insurance carriers, indemnitors, suppliers and service providers), to the extent they do not relate to the Assumed Liabilities; (e) Excluded Claims held by Contributor Contractsor any Affiliate thereof for refunds of Taxes for time periods ending on or before the Asset Transfer Effective Time, which Taxes remain the liability of Contributor or its Affiliates under this Agreement; (f) All proteins, nucleic acid chains, cell lines and other biological materials, and all data and information, resulting from or generated under items sold in the programs directed to allergens conducted by or for Contributor ordinary course of business prior to the Closing Date under Asset Transfer Effective Time, none of which individually or in the Collaboration Agreement between Maxygen, Inc. and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and aggregate are material to the foregoing which Intellectual Property Rights (i) resulted from or were generated under normal operation and conduct of the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensContributed Business; (g) All Trademarks of ContributorThe tangible assets, intangible assets, real properties, contracts and rights described on Schedule 1.2(g); (h) All Contributor Benefit PlansAny of Contributor's or any Affiliates' right, title and all assets owned interest in and to any dispersion PVC resin producing plant assets, co-polymer PVC resin producing plant assets, or held by all Contributor Benefit Plans; andspecialty homopolymer suspension and blending resins; (i) Any real property leases of Contributor or any Affiliate thereof in the vicinity of but not within the metes and bounds or other interests in real property except descriptions of the Fee Interests and any related easements or rights-of-way surveyed pursuant to Section 6.2(d); and (j) The interest of Contributor and its Affiliates in all railcars (whether owned or leased) utilized in the Space Sharing Agreementsoperation and conduct of the Contributed Business and described on Schedule 1.2(j) (the "Excluded Railcars").

Excluded Assets. Contributor does Notwithstanding anything in Section ‎2.2 to the contrary, it is hereby expressly acknowledged and agreed that the Sold Assets shall not contributeinclude, transferand Seller will not convey, convey assign, transfer or assign deliver to Purchaser, and Purchaser shall not acquire or accept from Seller, any assetsof the rights, propertiesproperties or assets set forth or described in paragraphs ‎(i) through ‎(vii) below (the rights, goodwill or rights properties and assets excluded by this Section ‎2.4(b) from the Sold Assets being referred to Company other than herein as the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or ): (i) all Seller contracts other than the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. SpecificallyBusiness Contracts, the following assets are included among Leases, and the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof: (a) the Licensed Intellectual Property including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement); (b) Excluded Books and Records; (c) Excluded Machinery and Equipment; (d) Excluded Personal Property; (e) Excluded Contributor Seller IP Contracts; (fii) All proteinsthe equity capital of ADI Properties, nucleic acid chainsLLC and the real estate that it owns; (iii) all cash, cell lines and other biological materialscash equivalents, and inter-company receivables, bank deposits or similar cash items; (iv) all data and information, resulting from or generated under the programs directed to allergens conducted by or for Contributor receivables invoiced prior to the Closing, which were fully earned prior to Closing Date under the Collaboration Agreement between MaxygenGAAP; (v) all causes of action, Inc. claims, demands, rights and Alk-privileges against third parties, whether liquidated or unliquidated, fixed or contingent, ▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and or inchoate that relate to the foregoing which Intellectual Property Rights (i) resulted from any of the Excluded Assets or were generated under Excluded Liabilities, or (ii) to the programs related Business or the Sold Assets to allergens conducted by or for Contributor the extent arising prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensClosing; (gvi) All Trademarks of Contributor; (h) All Contributor Benefit Plans, and all assets owned or held by all Contributor Benefit Plansany Transfer Restricted Assets for which the necessary third party consent has not been obtained; and (ivii) Any real property leases any tax credits or other interests tax refunds relating in real property except pursuant whole or in part to the Space Sharing AgreementsBusiness operations prior to closing and for tax year or fiscal year 2015.

Excluded Assets. Contributor does The Business Sellers will retain and not contribute, transfer, convey and the Purchaser will not purchase or assign any assetsacquire, properties, goodwill or rights to Company other than the Contributed following Assets (collectively, the “Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, the following assets are included among the Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:): (a) Any of the Licensed Intellectual Property Assets of the Business Sellers which do not primarily relate to and are not used primarily in the conduct of the EHP Business, including the Enabling Intellectual Property and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed or sublicensed to Company under the Technology License Agreement)distribution agreement entered into with GEODIS; (b) Excluded Books The “N▇▇▇▇▇”, “Rubbermaid” and Records“Take Along” terms, trademarks and brands and all intellectual property rights related thereto, whether registered, unregistered or subject to an application for registration; (c) Excluded Machinery and EquipmentAll insurance policies except as otherwise expressly provided in this Agreement, including as set forth in Section 6.14; (d) Excluded Personal PropertyWithout prejudice to Section 1.3 (e), the following books and records: any books and records that a Business Seller is required by law to retain, any tax reports and returns, the Business Seller’s corporate minute books, any other books and records relating to internal corporate matters, and any other books and records relating to financial relationships with the Business Seller’s lenders or affiliates; (e) Excluded Contributor ContractsAny claims, rights and interest in and to any refunds of any Taxes for which Parent is responsible under Article VII hereof; (f) All proteins, nucleic acid chainsemployees of any Business Seller not included in the Business Transferred Employees and any office equipment exclusively assigned to such employees of the Business Seller (including laptop computers, cell lines phones and other biological materials, related equipment) and all data and information, resulting from or generated the benefit of services provided for such equipment under the programs directed to allergens conducted by or for Contributor prior to the Closing Date under the Collaboration Agreement between Maxygen, Inc. terms of servicing and Alk-▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”), and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergens;maintenance contracts with service providers; and (g) All Trademarks shared services provided to any Business Seller by Parent or any Affiliate of Contributor; (h) All Contributor Benefit PlansParent that is not an EHP Subsidiary, and all assets owned or held by all Contributor Benefit Plans; and (i) Any real property leases or other interests in real property except any services to be furnished pursuant to the Space Sharing AgreementsSection 6.11 hereto or as otherwise expressly provided herein.

Excluded Assets. Contributor does Notwithstanding anything to the contrary contained herein, the Station Assets shall not contribute, transfer, convey or assign any assets, properties, goodwill or rights to Company other than the Contributed Assets (“Excluded Assets”). Company acknowledges that this Agreement shall give Company no rights to any Excluded Assets and rights expressly granted pursuant to this Agreement and/or the Transaction Agreements, including any drug research or development program, drug target, product, product candidate or prospective product candidate of Contributor. Specifically, include the following assets are included among or any rights, title and interest therein (the "Excluded Assets and are excluded from the contribution, transfer, conveyance, assignment or delivery provided for under Section 2.1 hereof:Assets"): (a) the Licensed Intellectual Property all cash and cash equivalents of Seller, including the Enabling Intellectual Property without limitation certificates of deposit, commercial paper, treasury bills, marketable securities, money market accounts and any Copyrights in software or computer code within the Licensed Intellectual Property (except, in all such cases, to the extent licensed similar accounts or sublicensed to Company under the Technology License Agreement)investments; (b) Excluded Books all tangible and Recordsintangible personal property of Seller retired or disposed of between the date of this Agreement and Closing in accordance with Article 4; (c) Excluded Machinery and Equipmentall Station Contracts that are terminated or expire prior to Closing in accordance with Article 4; (d) Excluded Personal PropertySeller's corporate and trade names not used primarily in the operation of the Station (including the name "Emmis"), charter documents, and books and records relating to the organization, existence or ownership of Seller, duplicate copies of the records of the Station, and all records not relating to the operation of the Station; (e) Excluded Contributor Contractsall contracts of insurance, all coverages and proceeds thereunder and all rights in connection therewith, including without limitation rights arising from any refunds due with respect to insurance premium payments to the extent related to such insurance policies; (f) All proteinsall pension, nucleic acid chainsprofit sharing plans and trusts and the assets thereof and any other employee benefit plan or arrangement and the assets thereof, cell lines if any, maintained by Seller; (g) the Station's accounts receivable and any other biological materials, and rights to payment of cash consideration (including without limitation all data and information, resulting from or generated rights to payments under the programs directed to allergens conducted by Station's network affiliation agreements, whether or not offset) for Contributor goods or services sold or provided prior to the Closing Date Effective Time (defined below) or otherwise attributable to any period prior to the Effective Time (the "A/R"); (h) any non-transferable shrinkwrapped computer software and any other non-transferable computer licenses that are not material to the operation of the Station; (i) all claims, causes of action, rights of recovery and rights of set-off of Seller, whether mature, contingent or otherwise, against third parties with respect to the Station and the Station Assets, to the extent attributable to any period prior to the Effective Time; (j) all deposits and prepaid expenses (and rights arising therefrom or related thereto), except to the extent Seller receives a credit therefor under Section 1.6; (k) all claims of Seller with respect to any tax refunds; (l) computers and other assets located at the Collaboration Agreement between MaxygenEmmis Communications Corporation headquarters, Inc. and Alk-the centralized server facility, data links, payroll system and other operating systems and related assets that are primarily used in the operation of multiple stations; (m) the Station's owned studio site located at 31 Skyline Drive, Lake Mary, Florida (the "Studio Site"); (▇) ▇▇▇ ▇▇▇▇▇▇ AS dated February 8, 2001, (the “Alk-▇▇▇▇▇▇ Agreement”)arily used or held for use in the operation of "The Daily Buzz" and Seller's ownership interest in The Daily Buzz, and Intellectual Property Rights in and to the foregoing which Intellectual Property Rights (i) resulted from or were generated under the programs related to allergens conducted by or for Contributor prior to the Closing Date under the Alk-▇▇▇▇▇▇ Agreement and (ii) are solely related to, or solely useful for, the discovery, research, development, manufacture, commercialization or other exploitation of one or more allergensLLC; (go) All Trademarks of Contributorthe assets described in Section 1.3(c); (hp) All Contributor Benefit Plansthe assets listed on SCHEDULE 1.2, and all assets owned or held by all Contributor Benefit Plans; the slogan "Great Media, Great People, Great Service;" and (iq) Any real property leases or other interests in real property except pursuant to the Space Sharing AgreementsTolling Agreement with the FCC referenced on SCHEDULE 1.1(a).