Common use of Agreement to Purchase and Sell Clause in Contracts

Agreement to Purchase and Sell. Subject to the terms and conditions contained herein, at the Closing, Reliant shall, or shall cause its Affiliates to, sell, transfer, convey and assign to Oscient, and Oscient shall purchase and accept from Reliant or its Affiliates, all right, title, and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”), free and clear of all Security Interests: (a) the Registrations (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes); (b) the Promotional Materials; (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreement.

Agreement to Purchase and Sell. Subject to Upon the terms and subject to the conditions contained hereinset forth in this Agreement, at upon the ClosingClosing Date, Reliant shall, or Seller shall cause its Affiliates toconvey, sell, transfer, convey assign and assign deliver to, with respect to Oscientthe assets listed in Section 2.1(i), Holdings and Europe (in the proportions indicated below) and, with respect to all of the other Purchased Assets, Worldwide, and Oscient Worldwide shall purchase and accept from Reliant or its AffiliatesSeller, all right, titlebenefit, title and interest existing now or at any time hereafter through the Closing Date (whether or not in inchoate form) in or to all of Reliant the assets, properties and its Affiliates rights of Seller that relate to, are used in, were used in, or that have been under development for use in the conduct of the Profiler Business, including those listed below (excluding those assets, properties and to the following assets rights of Reliant or its Affiliates (collectively, the “Acquired Assets”Seller identified by Buyer as an Excluded Asset on Schedule 2.2), free other than those assets identified in Section 2.1(i), which shall be acquired by Holdings and clear of all Security InterestsEurope in the percentages set forth therein: (a) All Seller Intellectual Property, including the Registrations (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposesTechnology and Intellectual Property Rights listed on Schedule 2.1(a); (b) The contracts, agreements, contract rights, license agreements, purchase and sale orders, quotations and other executory rights or obligations of successive performance of Seller and commitments of third parties that are set forth on Schedule 2.1(b) hereto (the Promotional Materials“Assumed Contracts”); (c) All marketing materials, training materials, office and reference manuals and similar items that relate to or were used in, or that have been under development for use in, the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect conduct of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient)Profiler Business; (d) The franchises, licenses, permits, consents and certificates of any regulatory, administrative or other governmental agency or body issued to or held by Seller, if any, that relate to or were used in, or that have been under development for use in, the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with conduct of the Commission. Confidential treatment has been requested with respect Profiler Business (to the omitted portions.extent the same are transferable) (the “Permits”); (e) the InventoryThe equipment and other tangible personal property that are set forth on Schedule 2.1(e) hereto; (f) any Copies of all books of accounts, customer and supplier lists, including addresses, drawings, files, papers and records relating to the Profiler Business and all rights information with respect to develop, market these customers and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof)suppliers; (g) any All causes of action, judgments and claims or benefits indemands of whatever kind or description arising out of or relating to the Profiler Business or the other Purchased Assets (as defined below), including prepayments related to the Profiler Business or the Purchased Assets; (h) All rights of Seller, if any, under any express or implied warranties from suppliers and vendors to Seller that relate to or were used in, or that have been under development for use in, the conduct of goods or services relating to the Inventory; (h) to Profiler Business and associated with the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled ContractsPurchased Assets; (i) All issued and outstanding ownership interests of the rights under the Settlement Agreement Purchased Subsidiary, with 99% of such interests being transferred to Oscient pursuant Holdings and 1% of such interests being transferred to Europe; (j) Seller’s cash balance and accounts receivable, in each case, in the Assignment of Settlement Agreementamounts indicated on the Closing Balance Sheet; and (jk) All goodwill, if any, associated with the Profiler Business. The assets, properties and rights of Reliant under the Ethypharm Agreement transferred to Oscient be conveyed, sold, transferred, assigned and delivered to Worldwide, Europe and Holdings pursuant to this Section 2.1 are collectively referred to as the Ethypharm Agreement Transfer Agreement“Purchased Assets.” All of the Purchased Assets shall be sold to Worldwide, Europe and Holdings free and clear of any Encumbrances, other than Permitted Encumbrances. Notwithstanding anything else, Buyer shall not be liable or obligated with respect to any liability, obligation or commitment with respect to any of the foregoing except as expressly provided in Section 2.3 below.

Agreement to Purchase and Sell. Subject Seller hereby agrees to sell, and Buyer hereby agrees to buy, subject to the terms and conditions contained hereinof this Agreement, at the Closing, Reliant shall, or shall cause its Affiliates to, sell, transfer, convey and assign to Oscient, and Oscient shall purchase and accept from Reliant or its Affiliates, all right, title, and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates real and personal property (collectively, the “Acquired AssetsProperty”): 1.1 the land, as more particularly described in Exhibit A attached hereto and made a part hereof, together with all mineral and water rights, easements, rights, rights of way, privileges and benefits appurtenant thereto (the “Land”), free and clear all buildings and improvements thereon (the “Improvements”). The Land and the Improvements are collectively referred to as the “Real Property”; 1.2 all of Seller’s right, title and interest, if any, in and to all Security Interests: (a) fixtures and equipment now used in connection with the Registrations (provided that Reliant shall be permitted to retain one copy operation of the Registrations for archival purposesImprovements and located therein including, without limiting the generality of the foregoing, any of the following: boilers, pumps, tanks, electric panel switchboards, lighting equipment and wiring, heating, plumbing, ventilating and air conditioning apparatus and equipment, elevators, escalators, and conveyors, and all other personal property owned by Seller and located at the Property (the “Personalty”); (b) the Promotional Materials; (c) the Product Intellectual Property (it being agreed 1.3 all of Seller’s right, title and acknowledged that (i) Reliant does not have a license to, interest in and the Acquired Assets do not include, to all leases and occupancy agreements for any rights in respect portion of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and recordsReal Property, including, without limitation, sales recordsthe Leases (as defined below), price lists together with any and cataloguesall guarantees, call notes deposits and call histories, supply records, customer lists escrows and purchasing histories, inventory records prepaid rents relating to or serving as security for the Leases and correspondence files, relating primarily or exclusively to any files kept by Seller in connection with the ProductLeases; provided, however, that Reliant with respect to the Sanmina Lease identified on Exhibit C, Seller shall assign its rights, in common with Seller such that both parties shall have the right to enforce such rights independently of the other, but Buyer shall not assume any obligations thereunder; 1.4 all of Seller’s right, title and interest, if any, in and to all intangible property used in connection with the foregoing, including, without limitation, all contract rights, licenses, permits, approvals, utility contracts, telephone exchange numbers, advertising materials, plan and specifications, drawings, surveys, governmental approvals and development rights and all warranties and guaranties (if any) issued to or its Affiliates may retain a copy held by Seller by any manufacturer, supplier, contractor, subcontractor or materialman in connection with the construction or installation of the Improvements or equipment or fixtures included as part of the Property or the maintenance of the Property; 1.5 the interests of Seller in and to any such books contracts relating to the operation, ownership, maintenance or management of the Real Property (“Service Contracts”) and records listed on Exhibit E attached hereto, but only to the extent necessary for TaxBuyer elects to assume any such contracts (each an “Assumed Contract”), accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets which election shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred be evidenced by written notice to Oscient pursuant Seller prior to the Assignment end of Settlement Agreementthe Inspection Period. Any Service Contract not assumed by Buyer will be terminated by Seller as of the Closing. Notwithstanding the foregoing, the existing property management agreement between Seller and S.R. Weiner and Associates, Inc., if any, shall be terminated at Closing; and (j) 1.6 all of Seller’s rights and interests in and to any easements affecting the rights of Reliant under Premises, including the Ethypharm Agreement transferred right to Oscient pursuant to the Ethypharm Agreement Transfer Agreementreceive any payments in connection therewith.

Agreement to Purchase and Sell. Subject At the Closing, in accordance with and pursuant to the terms and conditions contained hereinof this Agreement, at for the Closingconsideration stated in Section 3.2(a)(ii) and Section 2.7, Reliant Sellers shall, or and shall cause its their respective Affiliates to, grant, sell, transfer, convey convey, assign and assign deliver to OscientBuyers, and Oscient Buyers shall purchase and accept from Reliant Sellers or its any of their respective Affiliates, all right, title, and interest of Reliant Sellers and its Affiliates their respective Affiliates, as of the Closing, in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”)): (a) the Transferred Shares, free and clear of all Security Interests: (a) the Registrations (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes);Liens; and (b) the Promotional MaterialsTransferred Assets, free and clear of all Liens other than Permitted Liens, comprising of: (i) all Products; (cii) all Inventory; (iii) the Product Transferred Receivables; (iv) the Transferred Owned Real Property and the Transferred Leased Real Property; (v) all of the rights to the fixed and other tangible personal property and equipment, including materials, prototypes, tools, supplies, vehicles, furniture, fixtures, improvements to the property and other tangible assets Related to the Business whether owned or leased by Sellers or any of their Affiliates (collectively, the “Equipment”); provided, however, that any such Equipment necessary for Seller Parent to provide any services under a Transition Agreement shall be transferred to Buyers at such time(s) set forth in the applicable Transition Agreement; (vi) all IT Assets Related to the Business; provided that rights to such IT Assets do not affect rights to the data or information that may be contained in or be processed by or using such IT Assets; (vii) the patents and patent applications owned by Sellers or their Controlled Affiliates which are Related to the Business including those listed on Schedule 2.1(b)(vii) according to owner on the date hereof (the “Patents”), (ii) the patents in-licensed by Sellers or their Affiliates which are Related to the Business according to licensee on the date hereof (the “Licensed Patents”), (iii) the internet domain names, trademarks and service marks, and all applications and registrations for the foregoing, owned by Sellers or their Controlled Affiliates and Related to the Business, together with all common law rights associated with the trademarks and service marks which are the subject of such registrations and applications and the goodwill associated therewith (the “Marks”), (iv) the trademarks and service marks in-licensed by Sellers or their Controlled Affiliates and Related to the Business according to licensee on the date hereof, together with all common law rights associated with the trademarks and service marks which are the subject of any and all registrations and applications and the goodwill associated therewith (the “Licensed Marks”), (v) copyrights in (A) all design history files described in Section 2.1(b)(x), (B) the Manufacturing Instructions, (C) the Technical Information and (D) all Promotional Activities, (vi) trade dress, logos, packaging design, and slogans, copyrights in both published and unpublished works, including all compilations, in each case, solely if Related to the Business or primarily related to the Products, (vii) customized databases and customized computer programs used to operate Equipment, manuals and other documentation and all copyrights and applications thereof, and all derivatives, translations, adaptations and combinations thereof, in each case, if Related to the Business or primarily related to the Acquired Assets, (viii) the Know-How, (ix) all other Intellectual Property Related to the Business or primarily related to the Acquired Assets, (it being agreed x) all copies and acknowledged tangible embodiments thereof of each of the foregoing (in whatever form or medium), and (xi) all rights to xxx at law or in equity for all Claims or causes of actions arising out of or related to any past, present or future infringement, misappropriation or violation of any of the foregoing, including the right to receive all proceeds and damages therefrom; (xii) the Licensed Manufacturing IP (all of the foregoing in this Section 2.1(b)(vii), together with the Manufacturing Instructions and the Technical Information, the “Transferred Intellectual Property”); (viii) subject to Section 2.5, the Business Contracts, and all rights, benefits and interests thereunder; provided, however, that (i) Reliant does not have such Contracts which are Shared Business Contracts shall be subject to the provisions of Section 6.6 and (ii) such Business Contracts which Seller Parent requires in order to provide transition services to Buyers pursuant to a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right Transition Agreement shall be transferred or assigned to manufacture or have manufactured the Reliant Products (as defined Buyers at such time(s) set forth in the Settlement applicable Transition Agreement; (i) outside the United States, its territories and possessions solely for distribution and sale Permits (including any applications that are in the United States, its territories and possessionsprocess), and (ii) the Regulatory Registrations (including any Intellectual Property developedapplications that are in process), created supported by and including: (x) the original documents under the possession of Sellers and their Controlled Affiliates evidencing the Regulatory Registrations issued to and held by Sellers and their Controlled Affiliates by the Regulatory Authorities (or discovered if the original is not available, copies of the portions thereof related to the Products); (y) all related Regulatory Documentation; provided, however, that if any Regulatory Documentation also covers the manufacturing, marketing or sale of other products of Sellers or their Affiliates, Sellers may elect to redact those portions of Regulatory Documentation that pertain to such other products, or deliver copies of such materials unredacted but subject to the confidentiality provisions of this Agreement; and (z) all of Sellers’ and their Controlled Affiliates’ rights of reservation in any Regulatory Registrations under any agreement pursuant to which any Regulatory Registrations are held in the name of a third party; provided, however, that in each of (i) and (ii) above, any Permit or Regulatory Registration that is necessary for Seller Parent to provide any services under a Transition Agreement shall be transferred to Buyers at such time(s) set forth in the applicable Transition Agreement. Sellers shall deliver to Buyers the originals or, if applicable, copies of the Regulatory Registrations issued to and held directly by or on behalf of Oscient Sellers and their Controlled Affiliates (x) as soon as possible after the Closing relating to any of the clinical development and methods of use of the ProductDate, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Regulatory Registrations issued to and held directly by Sellers that Sellers do not need to retain to perform their respective obligations under the Ancillary Agreements; and (ey) at such time(s) set forth in the Inventoryapplicable Transition Agreement with respect to Regulatory Registrations issued to and held directly by Sellers that Sellers need to retain to perform their respective obligations under the Transition Agreements; (fx) copies of the design history files with respect to the Products; provided, however, that if any design history files also covers the design history files of other products of Sellers or any of their Controlled Affiliates, Sellers may elect to redact only those portions that pertain only to such other products and all rights not to developthe Products, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related or deliver copies of the design history files unredacted but subject to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject confidentiality provisions of NDA 21-695 as in effect on the date hereof)this Agreement; (gxi) the Manufacturing Instructions and Technical Information, and Sellers shall deliver to Buyers copies of the Manufacturing Instructions and Technical Information as soon as practicable after the Closing Date, but in any claims event no later than sixty (60) days after the Closing Date; (xii) all Books and Records, provided, however, that if any Books and Records contain any information of Sellers or benefits inany of their Affiliates not related to the Business or the employment of the Business Employees, Sellers may elect to redact those portions of such Books and Records to the extent pertaining to such other information or, in Sellers’ sole and absolute discretion, Sellers may deliver un-redacted copies of such Books and Records containing information not related to the Business or the employment of Business Employees but such information shall be subject to the confidentiality provisions of this Agreement, shall remain the property of Sellers, and Buyers shall have no rights with respect to such information; (xiii) each human clinical trial study report, if any, conducted or sponsored by Seller or any Affiliate of Seller or submitted by Seller or any Affiliate of Seller to the FDA or similar Regulatory Authority with respect to the Products; (xiv) product Labeling, product advertising, marketing and promotional materials, sales training materials and all other materials Related to the Business; (xv) all Claims (including under any express or implied warranties from suppliers warranties, guarantees or indemnities), causes of goods action, choses in action, rights of recovery and rights of set-off of any kind (including the right to xxx and recover for past infringements or services relating to the Inventory; (h) to the extent permitted by Law and misappropriations of Transferred Intellectual Property), in each case to the extent in Reliant’s possession arising from the Business or reasonably available related to Reliant without the need to incur any undue expenseAcquired Asset or Assumed Liability; (xvi) any Insurance Proceeds; (xvii) Cash, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that included in the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contractscalculation of Closing Net Cash; (ixviii) all assets related to the Transferred Entity Benefit Plans (including any assets underlying any Transferred Entity Benefit Plans that are defined benefit pension plans); (xix) all goodwill of the Business as a going concern; (xx) the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement AgreementCurrent Assets at Closing; (xxi) those assets listed on Schedule 2.1(b)(xxi); and (jxxii) the rights any other asset, property or right of Reliant under the Ethypharm Agreement transferred to Oscient pursuant Sellers and their respective Controlled Affiliates Related to the Ethypharm Agreement Transfer AgreementBusiness, whether tangible or intangible, real, personal or mixed, in each case only to the extent such items are not already transferred by way of the sale of the Transferred Shares.

Agreement to Purchase and Sell. Subject to the terms and conditions contained hereinhereof, at the Closing, Reliant shallthe Seller and the Shareholder, or to the extent applicable, shall cause its Affiliates to, sell, transferassign, convey transfer and assign deliver to Oscientthe Buyer, and Oscient the Buyer shall purchase and accept acquire from Reliant or its Affiliatesthe Seller and the Shareholder, to the extent applicable, all right, title, title and interest of Reliant the Seller and its Affiliates the Shareholder, to the extent applicable, in and to those certain assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired, to the extent used, held for use or related to the conduct of the Business (such assets, properties and rights, being referred to as the “Purchased Assets”), in each case free and clear of all Liens, other than Permitted Liens, including, without limitation, the following assets (except to the extent any of Reliant or its Affiliates the same are made an Excluded Asset under Section 2.2): (a) all Inventory; (b) all of Seller’s Cash on hand, if any, as of the Closing Date; (c) all Personal Property (other than Excluded Personal Property); (d) those Contracts set forth on Schedule 2.1(d) (the “Assumed Contracts”); (e) the Leased Real Property and, to the extent their transfer is permitted under applicable Laws, all Permits related primarily to the Leased Real Property, easements, improvements and other rights relating thereto; (f) all Intellectual Property of Seller (collectively, the “Acquired AssetsIntellectual Property”), free all goodwill associated therewith, and clear all claims, causes of all Security Interests: (a) the Registrations (provided that Reliant shall be permitted action, and rights to retain one copy xxx at law or in equity for any past, present, or future infringement of the Registrations for archival purposes); (b) the Promotional Materials; (c) the Product Acquired Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof)Property; (g) any claims to the extent their transfer is permitted under applicable Laws, all Permits related to the operation of the Business and held in the name of the Seller or benefits inShareholder, to or under any express or implied warranties from suppliers of goods or services relating to the Inventoryextent applicable; (h) to all accounts receivable of the extent permitted by Law Seller, the proceeds thereof, and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contractssecurity therefor; (i) the rights under the Settlement Agreement transferred to Oscient pursuant all data and records related to the Assignment operations of Settlement Agreementthe Business (other than those required by Law to be retained by the Seller, copies of which will be made available to the Buyer, and other than those relating to the Excluded Assets), including but not limited to client and KCP-4567096-16 customer lists and records, supplier lists and records, customer samples and related records, invoices, referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, telephone numbers, correspondence and other similar documents and records and, subject to applicable Laws, copies of all personnel records; (j) all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights relating to the Assumed Liabilities or the Purchased Assets, including third‑party warranties and guarantees and all related claims, credits, rights of recovery and set‑off as to third parties which are held by or in favor of the Seller or Shareholder, to the extent applicable, and relate to the Assumed Liabilities or the Purchased Assets; and (jk) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant all deposits, advances, pre‑paid expenses and credits relating to the Ethypharm Agreement Transfer Agreementoperation of the Business other than those relating to the Excluded Assets.

Agreement to Purchase and Sell. Subject to Except for the Excluded Assets, upon the terms and subject to the conditions contained set forth herein, at the Closing, Reliant shall, or shall cause its Affiliates to, Sellers agree to sell, transferconvey, convey assign, deliver and assign transfer to Oscient, and Oscient shall purchase and accept from Reliant or its Affiliates, all right, title, and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”)Purchaser, free and clear of all Security InterestsLiens other than Permitted Liens, and Purchaser agrees to purchase from Sellers and take possession of, effective as of the Effective Time, all right, title and interest of Sellers in and to all of the tangible and intangible assets of Sellers that are used (in whole or in part) in the conduct of the Business, wherever such assets are located and whether real, personal or mixed, tangible or intangible, and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in Sellers’ books and records (collectively, “Purchased Assets”), including the following: (a) the Registrations (provided that Reliant shall be permitted to retain one copy all Tangible Personal Property owned by Sellers and all rights of the Registrations for archival purposesSellers in Tangible Personal Property leased by them, including those items listed on Schedule 2.1(a); (b) the Promotional Materialsall Inventory; (c) all Accounts Receivable solely to the Product Intellectual Property (it being agreed extent and acknowledged that (i) Reliant does not have a license toin the amounts recorded on the Final Closing Balance Sheet and included in the Final Closing Calculation or otherwise arising in the Ordinary Course from and after the Effective Time until Closing, and the Acquired Assets do not includeany claim, any rights in respect of the [***] Patents outside the United States, its territories and possessions (remedy or other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating related to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient)foregoing; (d) all rights of Sellers under the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.Contracts; (e) all xxxxx cash located in cash drawers at the InventoryLeased Real Property (“Xxxxx Cash”); (f) any and all rights of Sellers with respect to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof)Leased Real Property; (g) any claims or benefits in, to or all rights of Sellers under any express or implied warranties from suppliers of goods or services relating all Permits related to the Inventory; (h) to the extent permitted by Law and Business, in each case to the extent in Reliant’s possession or reasonably available that they are transferable to Reliant without Purchaser, including those set forth on Schedule 4.11(b) (the need to incur any undue expense, “Assigned Permits”); (h) all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to goodwill of the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled ContractsBusiness; (i) the all rights of Sellers under the Settlement Agreement transferred to Oscient pursuant all Intellectual Property owned by Sellers; (j) all data and records maintained by Sellers to the Assignment extent related to the operation of Settlement Agreementthe Business, including supplier, client and customer lists and records, referral sources, research and development reports, production reports, service and warranty records, equipment logs, operating guides and manuals, copies of financial and accounting records, copies of those portions of the Tax Returns and other Tax records pertaining solely to the Purchased Assets or the Business, advertising and promotional materials (unless containing the name “Centex”), studies, reports, correspondence and other similar documents and records, in whatever media retained or stored, including computer programs and disks, but not including any data, records or other materials to the extent related to employees or personnel of the Business who are not Transferred Employees; (k) deposits, advances, pre-paid expenses, accrued rebates and credits of the Business recorded on the Final Closing Balance Sheet and included in the Final Closing Calculation or arising in the Ordinary Course from and after the Effective Time until Closing; (l) all cash or cash equivalents received after the Effective Time in respect of the Accounts Receivable described in Section 2.1(c); (m) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by any Seller, whether arising by way of counterclaim or otherwise, arising out of or as and to the extent relating to the Business, other than as and to the extent relating to any Excluded Assets or Excluded Liabilities; and (jn) the all rights in and under all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights in favor of Reliant under the Ethypharm Agreement transferred to Oscient pursuant any Seller arising out of or as and to the Ethypharm Agreement Transfer Agreementextent relating to the Business, other than any such rights as and to the extent relating to any Excluded Assets or Excluded Liabilities.

Agreement to Purchase and Sell. Subject to Upon the terms and subject to the conditions contained hereinset forth in this Agreement, at upon the ClosingClosing Date, Reliant shall, or Seller shall cause its Affiliates toconvey, sell, transfer, convey assign and assign deliver to OscientBuyer, and Oscient Buyer shall purchase and accept from Reliant or its AffiliatesSeller, all right, titlebenefit, title and interest existing now or at any time hereafter through the Closing Date (whether or not in inchoate form) in or to all of Reliant the assets, properties and its Affiliates in and to the following assets rights of Reliant Seller that relate to, are used in, were used in, or its Affiliates (collectivelythat have been under development for use in, the “Acquired Assets”)conduct of Seller’s Business, free including, without limitation, those listed below (excluding those assets, properties and clear rights of all Security Interests:Seller identified by Buyer as an Excluded Asset on Schedule 2.2): (a) All Seller Intellectual Property, including the Registrations (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposesTechnology and Intellectual Property Rights listed on Schedule 2.1(a); (b) The contracts, agreements, contract rights, license agreements, purchase and sale orders, quotations and other executory rights or obligations of successive performance of Seller and commitments of third parties that are set forth on Schedule 2.1(b) hereto (the Promotional Materials“Assumed Contracts”); (c) All marketing materials, training materials, office and reference manuals and similar items that relate to or were used in, or that have been under development for use in, the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect conduct of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient)Seller’s Business; (d) The franchises, licenses, permits, consents and certificates of any regulatory, administrative or other governmental agency or body issued to or held by Seller, if any, that relate to or were used in, or that have been under development for use in, the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect conduct of Seller’s Business (to the omitted portions.extent the same are transferable) (the “Permits”); (e) the InventoryThe equipment and other tangible personal property that are set forth on Schedule 2.1(e) hereto; (f) any Copies of all books of accounts, customer and supplier lists, including addresses, drawings, files, papers and records relating to Seller’s Business and all rights information with respect to develop, market these customers and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof)suppliers; (g) any All causes of action, judgments and claims or benefits indemands of whatever kind or description arising out of or relating to Seller’s Business or the Purchased Assets, including prepayments related to Seller’s Business or the Purchased Assets; (h) All rights of Seller, if any, under any express or implied warranties from suppliers and vendors to Seller that relate to or were used in, or that have been under development for use in, the conduct of goods or services relating to Seller’s Business and associated with the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the ProductPurchased Assets; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts;and (i) the All goodwill, if any, associated with Seller’s Business. The assets, properties and rights under the Settlement Agreement transferred to Oscient be conveyed, sold, transferred, assigned and delivered to Buyer pursuant to this Section 2.1 are collectively referred to as the Assignment “Purchased Assets.” All of Settlement Agreement; and (j) the rights Purchased Assets shall be sold to Buyer free and clear of Reliant under any Encumbrances, other than Permitted Encumbrances. Notwithstanding anything else, Buyer shall not be liable or obligated with respect to any liability, obligation or commitment with respect to any of the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreementforegoing except as expressly provided in Section 2.3 below.

Agreement to Purchase and Sell. Subject (a) Each Receivable that existed as of the Business Day prior to the date of this Agreement (the "Existing Receivables") was sold to the Buyer pursuant to -------------------- the Original Purchase Agreement. On the terms and conditions contained hereinhereinafter set forth, and in consideration of the Purchase Price, COMPUCOM agrees to sell to the Buyer, and the Buyer agrees to purchase from COMPUCOM, at the Closingtimes set forth in Section 1.2, Reliant shall, or shall cause its Affiliates to, sell, transfer, convey and assign but prior to Oscient, and Oscient shall purchase and accept from Reliant or its Affiliatesthe Sale Termination Date, all of COMPUCOM's ----------- right, title, and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”), free and clear of all Security Intereststo: (ai) each Receivable (other than Contributed Receivables) created or originated by COMPUCOM from the Registrations (provided that Reliant shall be permitted close of COMPUCOM's business on the Business Day prior to retain one copy the date of this Agreement to and including the Registrations for archival purposes)Sale Termination Date; (bii) all rights to, but not the Promotional Materialsobligations under, all related Contracts and all Related Security with respect thereto; (ciii) all monies due or to become due with respect to the Product Intellectual Property foregoing; and (it being agreed and acknowledged that (iiv) Reliant does not have a license toall Collections in respect of, and the Acquired Assets do not includeother proceeds of, Receivables or any rights in respect other of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products foregoing (as defined in the Settlement AgreementUCC) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales recordsall funds which either are received by COMPUCOM, price lists the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, finance charges, interest and cataloguesall other charges) in respect of Receivables, call notes or are applied to such amounts owed by the Obligors (including, without limitation, insurance payments, if any, that COMPUCOM or the Servicer (if other than COMPUCOM) applies in the ordinary course of its business to amounts owed in respect of any Receivable and call historiesnet proceeds of sale or other disposition of goods or other collateral or property of the Obligors or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; providedexcluding, however, that Reliant or its Affiliates may retain a copy proceeds of any such books returned inventory). All purchases and records to the extent necessary for Taxcapital contributions hereunder shall be made without recourse, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets but shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient be made pursuant to and in reliance upon the Assignment representations, warranties and covenants of Settlement Agreement; and COMPUCOM, in its capacity as seller, set forth in each Transaction Document. The proceeds and rights described in subsections (jii), (iii) and (iv) of this Section 1.1(a) are herein ---------------- ----- ---- -------------- collectively called the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreement."Related Rights". --------------

Agreement to Purchase and Sell. Subject to Except for the Excluded Assets, upon the terms and subject to the conditions contained set forth herein, at the Closing, Reliant shall, or shall cause its Affiliates to, Sellers agree to sell, transferconvey, convey assign, deliver and assign transfer to Oscient, and Oscient shall purchase and accept from Reliant or its Affiliates, all right, title, and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”)Purchaser, free and clear of all Security Interests: Liens other than Permitted Liens, and Purchaser agrees to purchase from Sellers and take possession of, effective as of the Effective Time, all right, title and interest of Sellers in and to all of the tangible and intangible assets of Sellers that are used (in whole or in part) in the conduct of the Business, wherever such assets are located and whether real, personal or mixed, tangible or intangible, and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in Sellers’ books and records (collectively, “Purchased Assets”), including the following: (a) the Registrations (provided that Reliant shall be permitted to retain one copy all Tangible Personal Property owned by Sellers and all rights of the Registrations for archival purposesSellers in Tangible Personal Property leased by them, including those items listed on Schedule 2.1(a); ; (b) the Promotional Materials; all Inventory; (c) all Accounts Receivable solely to the Product Intellectual Property (it being agreed extent and acknowledged that (i) Reliant does not have a license toin the amounts recorded on the Final Closing Balance Sheet and included in the Final Closing Calculation or otherwise arising in the Ordinary Course from and after the Effective Time until Closing, and the Acquired Assets do not includeany claim, any rights in respect of the [***] Patents outside the United States, its territories and possessions (remedy or other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating related to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); foregoing; (d) all rights of Sellers under the Assigned Contracts and OrdersContracts; [***]: Certain information on this page has been omitted and filed separately with (e) all xxxxx cash located in cash drawers at the Commission. Confidential treatment has been requested Leased Real Property (“Xxxxx Cash”); (f) all rights of Sellers with respect to the omitted portions. (e) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); Leased Real Property; (g) any claims or benefits in, to or all rights of Sellers under any express or implied warranties from suppliers of goods or services relating all Permits related to the Inventory; (h) to the extent permitted by Law and Business, in each case to the extent in Reliant’s possession or reasonably available that they are transferable to Reliant without Purchaser, including those set forth on Schedule 4.11(b) (the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product“Assigned Permits”); provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreement.12

Agreement to Purchase and Sell. Subject In reliance upon the representations and warranties set forth herein and the Assignment (as defined in Section 1.4 hereof), and subject to the terms fulfillment of any conditions precedent to this Agreement and conditions contained hereinthe Assignment respectively, at the Closing, Reliant shall, or Seller shall cause its Affiliates to, sell, transferassign, convey transfer and assign set over to OscientPurchaser, and Oscient Purchaser shall purchase and accept from Reliant or its AffiliatesSeller, all right, title, title and interest (but not obligations) of Reliant and its Affiliates Seller in and to; (i) all Transactions identified on Attachment 1 to the following assets of Reliant or its Affiliates Exhibit A hereto (collectively, the “Acquired Assets”"Portfolio of Transactions"), free and clear (ii) all Transaction Documents related to the Portfolio of all Security Interests: Transactions, (aiii) the Registrations Vehicles subject to the Portfolio of Transactions, (provided that Reliant shall be permitted to retain one copy iv) all rights and remedies of the Registrations for archival purposes); (b) the Promotional Materials; (c) the Product Intellectual Property (it being agreed lessor, lender, secured party, payee, beneficiary, seller or creditor under and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement AgreementPortfolio of Transactions, however, designated, (v) outside all payments due and to become due on and after April 1, 2014 under the United StatesPortfolio of Transactions, its territories together with all end of term rights, payments options excepting residual values, if any, which are to be split between Seller and possessions solely for distribution and sale in Purchaser (collectively, the United States, its territories and possessions"Payments"), and (iivi) any Intellectual Property developed, created or discovered by or on behalf all proceeds of Oscient after the Closing relating to any all of the clinical development foregoing, including insurance proceeds. The property interests and methods of use of rights described in the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); preceding clauses (di) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested through (v) are with respect to the omitted portionsTransactions collectively referred to as the "Assigned Property. " THE ASSIGNMENT UNDER THIS AGREEMENT IS INTENDED TO BE (eAND SHALL BE TREATED) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer AgreementAS A TRUE SALE OF THE ASSIGNED PROPERTY CONVEYED HEREIN AND SHALL NOT BE CONSTRUED AS AN EXTENSION OF CREDIT BY PURCHASER TO SELLER.

Agreement to Purchase and Sell. Subject to the terms and conditions contained hereinhereof, at the Closing, Reliant shall, or the Sellers shall cause its Affiliates to, sell, transferassign, convey transfer and assign deliver to Oscientthe Purchaser, and Oscient the Purchaser shall purchase and accept acquire from Reliant or its Affiliatesthe Sellers, all right, title, title and interest of Reliant and its Affiliates in and to all of the following assets assets, properties and rights of Reliant or its Affiliates the Business (collectivelysuch assets, properties and rights, being referred to as the “Acquired Transferred Assets”), free and clear of all Security InterestsLiens, other than Permitted Liens: (a) the Registrations (provided that Reliant shall be permitted to retain one copy all rights of the Registrations for archival purposes)Sellers under the UMG Supply Agreements; (b) all rights of the Promotional MaterialsSellers under the sublease related to the Fishers Distribution Center between EDC USA and Sublandlord dated March 31, 2005, as amended (the “Fishers Sub-Lease”); (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any all rights in respect of the [***] Patents outside Sellers under all Contracts listed on Schedule 2.1(c) (each, an “Assumed Contract,” and collectively, the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient“Assumed Contracts”); (d) the Assigned Contracts all assets, including all equipment, furniture, fixtures, leasehold improvements and Orders; [***]: Certain information on this page has been omitted and filed separately other personal property, located at, used in connection with the Commission. Confidential treatment has been requested with respect or related to the omitted portions.operation of the Business at the Fishers Distribution Center (the “Personal Property”), including, but not limited to those assets which are listed on Schedule 2.1(d); (e) a non-exclusive, non-transferable (except as permitted by Section 12.3), royalty-free, perpetual right and license of the InventoryPurchaser and its Affiliates to use, copy, store, install and distribute internally the IP Rights used in connection with the operation of the Fishers Distribution Center (but excluding any IP Rights listed as an Excluded Asset on Schedule 2.2(e)), which right and license includes the right to permit consultants and service providers to access, use, store, install and operate the IP Rights so licensed on behalf of the Purchaser and its Affiliates as reasonably necessary to support the business operations of the Purchaser and its Affiliates, including for production, back-up, testing, development, contingency and archival purposes; (f) any and all rights to develop, market and promote any Combination Product, other than Software used in connection with the operation of the Fishers Distribution Center (but excluding Software listed as an Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect Asset on the date hereofSchedule 2.2(e)); (g) any claims or benefits inall accounts receivable, to or under any express or implied warranties from suppliers of goods or services relating pre-paid expenses and deposits related to the Inventoryoperation of the Business at the Fishers Distribution Center, other than any such account receivable from UMG pursuant to any of the UMG Supply Agreements that is as of the Closing Date past due by not more than seven days; (h) to the extent permitted by Law and in each case to equipment located at the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled ContractsKings Mountain Facility listed on Schedule 2.1(h); (i) all non-customer-owned inventory, including finished goods, raw materials, work in progress, supplies, packaging material and other inventory property located at the rights under Fishers Distribution Center (the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement Agreement“Inventory”); and (j) copies of the rights following items of Reliant each Seller related to the Business conducted at the Fishers Distribution Center: sales records and materials; accounting information to include invoice level detail of vendor payments for the previous twelve (12) months and account reconciliations for any transferred account included on the Working Capital Schedule with descriptions of any salient issue(s) guiding Sellers’ management estimates; pricing information, customer lists, vendor lists, customer and vendor files, correspondence with customers and suppliers, technical materials, product specifications, service manuals, warranties, property maintenance schedules, service contracts and other material documents relating to the Fishers Distribution Center; correspondence with any lessor or sublessor under the Ethypharm Agreement transferred Fishers Sub-Lease; and personnel records of Transferred Employees; provided that each Seller shall make commercially reasonable efforts to Oscient pursuant provide support for and respond to inquiries with respect to accounting related issues related to the Ethypharm Agreement Transfer AgreementBusiness conducted at the Fishers Distribution Center.

Agreement to Purchase and Sell. Subject In reliance upon the representations and warranties set forth herein and the Assignment (as defined in Section 1.4 hereof), and subject to the terms fulfillment of any conditions precedent to this Agreement and conditions contained hereinthe Assignment respectively, at the Closing, Reliant shall, or Seller shall cause its Affiliates to, sell, transferassign, convey transfer and assign set over to OscientPurchaser, and Oscient Purchaser shall purchase and accept from Reliant or its AffiliatesSeller, all right, title, title and interest (but not obligations) of Reliant and its Affiliates Seller in and to: (i) all Transactions identified on Attachment 1 to the following assets of Reliant or its Affiliates Exhibit A hereto (collectively, the “Acquired AssetsPortfolio of Transactions”), free and clear (ii) all Transaction Documents related to the Portfolio of all Security Interests: Transactions, (aiii) the Registrations Vehicles subject to the Portfolio of Transactions, (provided that Reliant shall be permitted to retain one copy iv) all rights and remedies of the Registrations for archival purposes); lessor, lender, secured party, payee, beneficiary, seller or creditor under and in the Portfolio of Transactions, however, designated, (bv) all payments due and to become due on and after September 1, 2015 (the Promotional Materials; (c“Cut-Off Date”) under the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license toPortfolio of Transactions, together with all end of term rights, residual values of the Vehicles, and payments options (collectively, the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions“Payments”), and (iivi) any Intellectual Property developed, created or discovered by or on behalf all proceeds of Oscient after the Closing relating to any all of the clinical development foregoing, including insurance proceeds. The property interests and methods of use of rights described in the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); preceding clauses (di) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested through (vi) are with respect to the omitted portionsTransactions collectively referred to as the “Assigned Property. ” THE ASSIGNMENT UNDER THIS AGREEMENT IS INTENDED TO BE (eAND SHALL BE TREATED) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer AgreementAS A TRUE SALE OF THE ASSIGNED PROPERTY CONVEYED HEREIN AND SHALL NOT BE CONSTRUED AS AN EXTENSION OF CREDIT BY PURCHASER TO SELLER.

Agreement to Purchase and Sell. Subject At the Closing, in accordance with and pursuant to the terms and conditions contained hereinof this Agreement, at for the Closingconsideration specified in Section 2.6, Reliant shall, or Seller Parent and its Subsidiaries shall cause its Affiliates togrant, sell, transfer, convey convey, assign and assign deliver to OscientBuyer, and Oscient Buyer shall purchase and accept from Reliant or Seller Parent and its AffiliatesSubsidiaries, all right, title, title and interest of Reliant Seller Parent and its Affiliates Subsidiaries, as of the Closing, in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”)): (a) the Transferred Shares, free and clear of all Security Interests: Liens, other than the Permitted Liens described in clauses (ah) the Registrations and (provided that Reliant shall be permitted to retain one copy i) of the Registrations for archival purposes);definition thereof; and (b) the Promotional Materialsfollowing assets, properties, rights and interests, except if specifically identified as Excluded Assets, free and clear of all Liens, other than Permitted Liens (collectively, the “Transferred Assets”): (i) all Products; (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the all Inventory; (fiii) any and all of the rights to developthe fixed and other tangible personal property and equipment primarily related to or used primarily in connection with the Business, market including materials, prototypes, tools, supplies, vehicles, furniture, fixtures, improvements to property and promote other tangible assets whether owned or leased by Sellers or any Combination Productof their Affiliates, other than Excluded Combination Products any of the foregoing located at the Business Leased Real Property (it being agreed and acknowledged thatcollectively, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof“Equipment”); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent Equipment necessary for Tax, accounting, litigation or other valid business purposesSeller Parent to provide any services under the Transition Services Agreement shall be transferred to Buyer at such time(s) set forth in the Transition Services Agreement; provided, provided further, that the Acquired Assets expense of moving any such Equipment shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contractsbe borne by Buyer; (iiv) all Intellectual Property owned by Seller Parent or any of its Subsidiaries and primarily used or held for use in connection with the conduct of the Business, including, without limitation to the foregoing, the following Intellectual Property (all of the Intellectual Property in this Section 2.1(b)(iv), the “Transferred Intellectual Property”): (A) the rights under the Settlement Agreement transferred to Oscient pursuant patents and patent applications listed on Schedule 2.1(b)(iv)(A) and all other Patent Rights owned by Seller Parent or any of its Subsidiaries primarily related to the Assignment Business (the “Patents”); (B) the patents and patent applications listed on Schedule 2.1(b)(iv)(B) and all other Patent Rights in-licensed by Seller Parent or any of Settlement Agreementits Subsidiaries primarily related to the Business (the “Licensed Patents”); (C) the Trademark Rights listed on Schedule 2.1(b)(iv)(C) and all other Trademark Rights, applications and registrations, owned by Seller Parent or any of its Subsidiaries primarily related to the Business, together with all common law rights and goodwill associated therewith (the “Marks”); (D) the Trademark Rights listed on Schedule 2.1(b)(iv)(D) and all other Trademark Rights in-licensed by Seller Parent or any of its Subsidiaries primarily related to the Business, together with all common law rights and goodwill associated therewith (the “Licensed Marks”); (E) all trade dress, logos, packaging design, slogans and Copyrights owned by Seller Parent or any of its Subsidiaries primarily related to the Business; and (jF) all Trade Secrets owned by Seller Parent or any of its Subsidiaries primarily related to the rights of Reliant under Business; (v) subject to Section 2.5, the Ethypharm Agreement transferred Business Contracts, and all rights, benefits and interests thereunder from and after the Closing; provided, however, that such Business Contracts which Seller Parent requires in order to Oscient provide transition services to Buyer pursuant to the Ethypharm Transition Services Agreement Transfer shall be transferred or assigned to Buyer at such time(s) set forth in the Transition Services Agreement or otherwise agreed in writing by the Parties; (vi) (A) all Permits (including any applications that are in process) primarily related to or used primarily in connection with the Business or any Acquired Asset or Transferred Group Asset, including those listed on Schedule 2.1(b)(vi)(A), that are legally transferrable, and (B) all Regulatory Registrations (including any applications that are in process) primarily related to or used primarily in connection with the Business or any Acquired Asset or Transferred Group Asset, including those listed on Schedule 2.1(b)(vi)(B), and, with respect to each of (A) and (B), supported by and including: (x) the original documents under the possession of Seller Parent and its Subsidiaries evidencing the Regulatory Registrations issued to and held by Seller Parent and its Subsidiaries by the Regulatory Authorities (or if the original is not available, copies of the portions thereof related to the Products); (y) all related Regulatory Documentation (provided, however, that, if any Regulatory Documentation also covers the manufacturing, marketing or sale of the Retained Products, Seller Parent and its Subsidiaries may elect to redact those portions of Regulatory Documentation that pertain to such other products, or deliver copies of such materials unredacted, but such materials shall be subject to the confidentiality provisions of this Agreement, shall remain the property of Seller Parent and its Subsidiaries and Buyer shall have no rights with respect to such information); and (z) all of Seller Parent and its Subsidiaries’ rights of reservation in any such Regulatory Registrations under any agreement pursuant to which any such Regulatory Registrations are held in the name of a third party; provided, however, that in each of (A) and (B) above, any Permit or Regulatory Registration that is necessary for Seller Parent to provide any services under the Transition Services Agreement shall be transferred to Buyer at such time(s) set forth in the Transition Services Agreement. Seller Parent and its Subsidiaries shall deliver to Buyer the originals or, if applicable, copies of such Regulatory Registrations issued to and held directly by Seller Parent and its Subsidiaries (x) as soon as reasonably possible after the Closing Date, with respect to the Regulatory Registrations issued to and held directly by Seller Parent and its Subsidiaries that Seller Parent and its Subsidiaries do not need to retain to perform their respective obligations under the Transition Services Agreement or otherwise agreed in writing by the Parties; and (y) at such time(s) set forth in the Transition Services Agreement with respect to Regulatory Registrations issued to and held directly by Seller Parent and its Subsidiaries that Seller Parent and its Subsidiaries need to retain to perform their respective obligations under the Transition Services Agreement or otherwise agreed in writing by the Parties; (vii) all Books and Records; provided, however, that, if any Books and Records contain any information of Seller Parent or any of its Subsidiaries not primarily related to the Business or the employment of the Business Employees, Sellers may elect to redact those portions of such Books and Records to the extent pertaining to such other information or, in Sellers’ sole and absolute discretion, Sellers may deliver unredacted copies of such Books and Records containing information not primarily related to the Business or the employment of Business Employees but such information shall be subject to the confidentiality provisions of this Agreement, shall remain the property of Sellers, and Buyer shall have no rights with respect to such information; (viii) all rights, claims and credits of any kind of Seller Parent or any of its Subsidiaries primarily related to the Business, any Acquired Asset or Transferred Group Asset or any Assumed Liability, including all actions, claims, causes of action, rights of recovery, choses in action, rights of set off or recoupment, guarantees, warranties, indemnities, rights to payment or to enforce payment and similar rights in favor of Seller Parent and its Subsidiaries, in each case primarily related to the Business, any Acquired Asset or Transferred Group Asset or any Assumed Liability; (ix) any Business Benefit Plan and any assets thereunder; (x) all goodwill of the Business as a going concern; (xi) the Current Assets at Closing, to the extent reflected as such in the Final Closing Statement; (xii) the Transferred Entity Insurance Policies; (xiii) those assets listed on Schedule 2.1(b)(xiii); and (xiv) any other asset, property or right of Seller Parent and its Subsidiaries, whether real or personal, tangible or intangible, primarily related to or used primarily in connection with the Business, in each case set forth in this Section 2.1(b), only to the extent such items are not already transferred by way of the sale of the Transferred Shares.

Agreement to Purchase and Sell. Subject At the Closing, in accordance with and pursuant to the terms and conditions contained hereinof this Agreement, at for the Closingconsideration specified in Section 2.6, Reliant shall, or Sellers shall cause its Affiliates togrant, sell, transfer, convey convey, assign and assign deliver to OscientBuyer (and/or one or more of its designated Subsidiaries), and Oscient Buyer (and/or one or more of its designated Subsidiaries) shall purchase and accept from Reliant or its AffiliatesSellers, free and clear of all Liens other than Permitted Liens, all right, title, title and interest of Reliant and its Affiliates Sellers, as of the Closing, in and to the following assets of Reliant or its Affiliates assets, properties, rights and interests, except to the extent specifically identified as Excluded Assets (collectively, the “Acquired Assets”), free and clear of all Security Interests:): (a) the Registrations (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes)all Products; (b) the Promotional Materialsall Inventory; (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license tothe patents, patent registrations and patent applications owned by Sellers and listed on Schedule 2.1(c)(i) (the “Patents”) and all remedies related to infringement thereof and rights to protection of interests related thereto under all applicable Laws, (ii) the patents in-licensed by Sellers and listed on Schedule 2.1(c)(ii) (the “Licensed Patents”), (iii) the internet domain names, trademarks and service marks, and all applications and registrations for the Acquired Assets do not includeforegoing, any owned by Sellers and listed on Schedule 2.1(c)(iii), together with all common and/or civil law rights associated with such trademarks and service marks and the goodwill associated therewith (the “Marks”), (iv) the trademarks and service marks in-licensed by Sellers and listed on Schedule 2.1(c)(iv), together with all common and/or civil law rights associated with such trademarks and service marks and the goodwill associated therewith (the “Licensed Marks”), (v) trade dress, logos, packaging design, and slogans, copyrights in respect both published and unpublished works, including all compilations, in each case, to the extent primarily related to the Business, and (vi) the Know-How to the extent primarily related to the Business (all of the [***] Patents outside foregoing in this Section 2.1(c), the United States“Transferred Intellectual Property”); (d) subject to Section 2.5, its territories the Business Contracts, and possessions all rights, benefits and interests thereunder from and after the Closing; (other than e) (i) the right to manufacture or have manufactured the Reliant Products Permits (as defined including any applications that are in the Settlement Agreementprocess) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessionslisted on Schedule 2.1(e)(i), and (ii) the Regulatory Registrations (including any Intellectual Property developedapplications that are in process) listed on Schedule 2.1(e)(ii), created and, with respect to each of (i) and (ii), supported by and including: (A) the original documents under the possession of Sellers evidencing the Regulatory Registrations issued to and held by Sellers by the Regulatory Authorities (or discovered if the original is not available, copies of the portions thereof related to the Products); (B) all related Regulatory Documentation; provided, however, that if any Regulatory Documentation also covers the manufacturing, marketing or sale of the Retained Products, Sellers may elect to redact those portions of Regulatory Documentation that pertain to such other products, or deliver copies of such materials unredacted but such materials shall be subject to the confidentiality provisions of this Agreement, shall remain the property of Sellers and Buyer shall have no rights with respect to such information; and (C) all of Sellers’ rights of reservation in any such Regulatory Registrations under any agreement pursuant to which any such Regulatory Registrations are held in the name of a third party. Sellers shall deliver to Buyer the originals or, if applicable, copies of such Regulatory Registrations issued to and held directly by or on behalf of Oscient Sellers and their Controlled Affiliates as soon as reasonably possible after the Closing relating to any of the clinical development Date (and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient case within thirty (30) days after the Closing shall be owned solely by OscientDate); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the Inventory; (f) all Books and Records; provided, however, that if any Books and all rights to develop, market and promote Records contain any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from information of Sellers or any third party (other than Ethypharm) regarding any Intellectual Property of their Affiliates not primarily related to combination products the Business or products the employment of the Transferred Employees, Sellers may elect to redact those portions of such Books and Records to the extent pertaining to such other than information or, in Sellers’ sole and absolute discretion, Sellers may deliver unredacted copies of such Books and Records containing information not primarily related to the 43mgBusiness or the employment of Transferred Employees but such information shall be subject to the confidentiality provisions of this Agreement, 87mg shall remain the property of Sellers and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof);Buyer shall have no rights with respect to such information; and (g) all rights, claims and credits of any claims kind of Seller Parent or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) its Affiliates to the extent permitted by Law related primarily to the Business, any Acquired Asset or any Assumed Liability, including all actions, claims, causes of action, rights of recovery, choses in action, rights of set off or recoupment, guarantees, warranties, indemnities, rights to payment or to enforce payment and similar rights in favor of Seller Parent and its Affiliates, in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating related primarily or exclusively to the Product; providedBusiness, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (Asset or any information contained therein) or the Bundled Contracts; Assumed Liability and (i) arising following the rights under Closing or (ii) with respect to Products sold after the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer AgreementClosing.

Agreement to Purchase and Sell. Subject At the Closing, in accordance with and pursuant to the terms and conditions contained hereinof this Agreement, at for the Closingconsideration specified in Section 2.7, Reliant shall, or Seller shall cause its Affiliates togrant, sell, transfer, convey convey, assign and assign deliver to OscientBuyer, and Oscient Buyer shall purchase and accept from Reliant or its AffiliatesSeller, all right, title, title and interest of Reliant and Seller or any of its Affiliates Subsidiaries, as of the Closing, in and to the following assets assets, properties, rights and interests free and clear of Reliant or its Affiliates all Liens, other than Permitted Liens (collectively, the “Acquired Assets”), free and clear of all Security Interests:): (a) the Registrations (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes)all Inventory; (b) all Know-How and Information owned by Seller or any of its Subsidiaries [***] related to neurotensin receptor 1 or Neurotensin Receptor 1 Related Molecules, including radiolabeled complexes thereof (the Promotional Materials“Transferred Know-How”); (c) subject to Section 2.5, all Contracts of Seller or any of its Subsidiaries listed on Schedule 2.1(c) (the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions“Transferred Contracts”), and (ii) any Intellectual Property developedall rights, created or discovered by or on behalf of Oscient benefits and interests thereunder, from and after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient)Closing; (d) the Assigned Contracts and Orders; all Regulatory Materials [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect ] related to the omitted portions.Business, including all materials set forth on Schedule 2.1(d) (the “Transferred Regulatory Materials”); (e) the Inventory; (f) any all Books and all rights to developRecords, market and promote any Combination Productin each case, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property [***] related to combination products or products other than the 43mg, 87mg Business (including the Books and 130mg formulations that are Records evidencing the subject of NDA 21Transferred Know-695 as in effect on How and Licensed Know-How) (the date hereof“Transferred Books and Records”); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant if any Transferred Books and Records contain any information of Seller or any of its Affiliates Subsidiaries not related to the Business, Seller may retain a copy elect to redact those portions of any such books Transferred Books and records Records to the extent necessary for Taxpertaining to such other information or, accountingin Seller’s sole discretion, litigation Seller may deliver unredacted copies of such Transferred Books and Records containing information not related to the Business; provided, that such information shall be subject to the confidentiality provisions of this Agreement, shall remain the property of Seller, and Buyer shall have no rights with respect to such information; and (f) all rights, claims or other valid business purposescauses of action of Seller or its Subsidiaries against Third Parties to the extent related to the Business, the Acquired Assets or the Assumed Liabilities. Seller shall deliver to Buyer the Acquired Assets as soon as reasonably possible, but in any event within [***] after the Closing Date; provided, that Regulatory Materials that are finalized after the Closing Date shall be delivered to Buyer or its applicable Affiliate within [***] after finalization; provided, further, that Seller shall retain any INDs included in the Acquired Assets until withdrawn in accordance with Section 8.5 (provided, that copies of such INDs shall be provided to Buyer as soon as reasonably possible, but in any event within [***], after the Closing Date); provided, further, that following the date hereof, the Parties will discuss and agree upon reasonable security measures for transmitting any Personally Identifiable Information that is included in the Acquired Assets, and that any compliance by Seller with such measures that results in the delivery of such data following such [***] period shall not include either the Pricing Contracts (be considered a breach of such obligation. All Acquired Assets shall be delivered to Buyer or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreementits designated Affiliate at [***] cost and expense.

Agreement to Purchase and Sell. Subject to On the terms and subject to the conditions contained hereinset forth in this Agreement, at each Originator, severally and for itself, agrees to sell to the Closing, Reliant shall, or shall cause its Affiliates to, sell, transfer, convey and assign to OscientBuyer, and Oscient shall the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and accept from Reliant or its AffiliatesSale Termination Date (as defined in Section 1.4), all of such Originator’s right, title, title and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”), free and clear of all Security Intereststo: (a) each Receivable of such Originator that existed and was owing to such Originator at the Registrations closing of such Originator’s business on May 30, 2014 (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes“Cut-Off Date”); (b) each Receivable generated by such Originator from and including the Promotional MaterialsCut-Off Date to but excluding the Purchase and Sale Termination Date; (c) the Product Intellectual Property all of such Originator’s interest in any goods (it being agreed and acknowledged that (i) Reliant does not have a license toincluding returned goods), and documentation of title evidencing the Acquired Assets do not includeshipment or storage of any goods (including returned goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under each Sale Agreement, the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any rights in respect of the [***] Patents outside foregoing, and all rights, remedies, powers, privileges, title and interest in and to each Lock-Box and all Lock-Box Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the United States, its territories applicable UCC); and (h) all Collections and possessions (other than the right to manufacture or have manufactured the Reliant Products proceeds (as defined in the Settlement AgreementUCC) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation foregoing that are or dosage form, and any Intellectual Property that is otherwise developed were received by Oscient such Originator on or after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21Cut-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and recordsOff Date, including, without limitation, sales recordsall funds which either are received by such Originator, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily the Buyer or exclusively to the Product; provided, however, that Reliant Servicer from or its Affiliates may retain a copy on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such books amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and records to the extent necessary for Tax, accounting, litigation net proceeds of sale or other valid business purposes; provided, further, that disposition of repossessed goods or other collateral or property of the Acquired Assets shall not include either Obligors in respect of any of the Pricing Contracts (above Receivables or any information contained thereinother parties directly or indirectly liable for payment of such Receivables). All purchases hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. The property, proceeds and rights described in clauses (c) or through (h) above are herein referred to as the Bundled Contracts; (i) “Related Rights”, and the rights under Buyer’s foregoing agreement to purchase Receivables and Related Rights is herein called the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreement“Purchase Facility.”

Agreement to Purchase and Sell. Subject to the terms and conditions contained hereinhereof, at the Closing, Reliant shall, or Seller shall cause its Affiliates to, sell, transferassign, convey transfer and assign deliver to OscientBuyer, and Oscient Buyer shall purchase purchase, acquire and accept from Reliant or its AffiliatesSeller, all right, title, title and interest of Reliant Seller, free and its Affiliates clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrances”), other than Permitted Encumbrances, in and to the following assets of Reliant assets, properties and rights used or its Affiliates held for use in Seller’s gamma medical probe business (collectively, the “Acquired AssetsBusiness”), free all of such assets, properties and clear of all Security Interestsrights being the “Purchased Assets”: (a) the Registrations (provided that Reliant shall be permitted to retain one copy all inventory located at or stored on behalf of the Registrations for archival purposesCompany listed or otherwise described on Schedule 1.1(a) hereto (the “Inventory”); (b) all fixed assets, equipment, machinery, tools, furnishings, computer hardware, fixtures and other tangible personal property listed or otherwise described on Schedule 1.1(b) hereto (the Promotional Materials“Equipment”); (c) all Contracts listed or otherwise described on Schedule 1.1(c) hereto (the Product Intellectual Property (it being agreed “Assumed Contracts”) and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any all rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient)thereunder; (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products rights listed or products other than otherwise described on Schedule 1.1(d) hereto (the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof“Purchased Intellectual Property”); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books the Da Vinci Patent (as defined in Section 5.4) shall be assigned and records transferred to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled ContractsBuyer in accordance with Section 5.4; (ie) the all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights under the Settlement Agreement transferred to Oscient pursuant relating to the Assignment of Settlement AgreementPurchased Assets (the “Purchased Rights”); and (jf) the rights originals, or where not available, copies, of Reliant under the Ethypharm Agreement transferred to Oscient pursuant all books and records relating to the Ethypharm Agreement Transfer AgreementBusiness, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, regulatory records, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any governmental authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and intellectual property files relating to the Purchased Intellectual Property (the “Business Records”).

Agreement to Purchase and Sell. Subject to On the terms and conditions contained hereinin this Agreement, at the ClosingClosing (as herein defined), Reliant shall, or Buyer shall cause its Affiliates to, sell, transfer, convey and assign to Oscientpurchase from Seller, and Oscient Seller shall purchase and accept from Reliant or its Affiliatessell to Buyer, all of Seller's right, title, title and interest of Reliant and to its Affiliates in and to assets (the following assets of Reliant or its Affiliates (collectively, the “Acquired "Purchased Assets”"), free and clear of all Security Interestsany liens, claims, encumbrances or security interests (collectively, "Claims"), exclusive of the Excluded Assets (as herein defined), which Purchased Assets include, without limitation: (a) all rights existing under each contract, agreement or arrangement listed and expressly specified to be assumed by Buyer on the Registrations attached Purchased Assets Schedule (provided that Reliant shall be permitted to retain one copy of collectively, the Registrations for archival purposes"Assumed Contracts"); (b) all trademarks, service marks, trade dress, logos and trade names, together with all goodwill associated therewith (including without limitation, the Promotional Materialstrademarks and trade names "Girls' Life" and "GL" and all translations, adaptations, derivations and combinations of the foregoing and all logos related to the foregoing), copyrights and copyrighted works; and all registrations, applications and renewals for any of the foregoing; trade secrets and confidential and proprietary information (including know-how) and computer software (including data and related documentation); together with all associated goodwill with respect thereto and all related books, records, drawings or other indicia, however evidenced, in each case including the items set forth on the attached Purchased Assets Schedule (collectively, the "Intellectual Property Rights"); (c) all of Seller's subscription and circulation lists (including lists of all past and current Magazine subscribers and all past and current information relating to the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessionsGirl Scouts subscription lists), customer lists and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing supplier lists and correspondence relating to the Business in Seller's files and all promotional and advertising literature and materials (including all advertising space reservations, advertising insertion orders, records of current and former advertisers and any of prospect lists for advertising) relating to the clinical Business and all materials used for mailing list development and methods of use of subscription promotion and fulfillment for the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient)Magazine; (d) all accounts receivable, including without limitation, the Assigned Contracts and Orders; [***]: Certain information accounts receivable listed on this page has been omitted and filed separately the Purchased Assets Schedule, together with all cash received by the Commission. Confidential treatment has been requested Seller with respect to the omitted portions.accounts receivable listed on the Purchased Assets Schedule prior to the Closing Date; (e) the Inventoryall notes receivable, rights to payment, choses in action, claims against third parties; (f) any all computer equipment (both hardware and all rights to developsoftware), market and promote any Combination Productoffice equipment, other than Excluded Combination Products equipment, furniture, fixtures, inventory and supplies located in the building at 4529 Harford Road, First Floor Rear, Baltimore, Maryland 21214 (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof"0000 Xxxxxxx Xxxxxxxx"); (gx) any claims xxx xxxxxx, xxxxxxxs, prepayments, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature, other than those relating exclusively to Excluded Assets or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the InventoryExcluded Liabilities; (h) all authorizations, franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from federal, state or local governments or governmental agencies or other similar rights that are transferable to the extent permitted by Law Buyer and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists the Magazine's qualification as a magazine of general circulation and catalogues, call notes registration as a magazine entitled to second-class postage rates; and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books all data and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contractspertaining thereto; (i) all files, documents, lists, drawings, specifications, creative materials, advertising and promotional materials, studies, reports and other printed or written materials, photos, art work and related files, Seller-owned film, negatives, editorial proofs and other editorial materials in Seller's possession, and all rights to issues of the rights under the Settlement Agreement transferred to Oscient pursuant Magazine with "on-sale" dates prior to the Assignment Closing Date (including all of Settlement AgreementSeller's rights to articles printed in such Magazines) and including, without limitation, (i) editorial material, photos and artwork in the process of preparation and (ii) all of Seller's library and archives of back and current issues of the Magazine, and other materials owned by Seller relating historically to the publication and distribution of the Magazine; and (j) the all rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant associated with any web sites relating to the Ethypharm Magazine, including the right to use the domain name GIRLSLIFE.COM in connection with such web sites; (k) alx xxxxx xxxxxical information, data and know-how relating to the Business, including all products and publications currently produced, formerly produced or contemplated for production relating to the Business, and all techniques, discoveries, improvements, designs, patterns, production processes, specifications and other non-public information and data relating to the Business; (l) all telephone and telephone facsimile numbers and other directory listings utilized in the conduct of the Business, including (i) the telephone numbers 410-426-9600 and 888-999-3222 (the "Business Telephone Numbers") and (xx) xxxxx listex xx xxx Xxxchased Assets Schedule; and (m) except for Excluded Assets, all other assets, properties, rights and claims of Seller which are used or held for use or sale in connection with the Business, of every kind and description, wherever located, tangible or intangible, vested or unvested, contingent or otherwise, whether or not specifically enumerated or identified herein. The parties acknowledge and agree that the Parent owns certain intellectual property rights and other assets located at the building at 4517 Harford Road, Baltimore, Maryland 21214 ("4517 Harford Building") xxxxx xxx xxxx xx xxx Xxxxxx xx xxx Xxxxxess and which the parties agree are to be included as Purchased Assets for all purposes under this Agreement Transfer (the "Related Assets"). The Buyer, Parent and Seller agree to cooperate in good faith to identify all Related Assets as of the Closing and the Parent agrees to deliver at the Closing any bill of sale, assignments, or other instruments of transfer as may bx xxasonably required to effectuate the transfer of such Related Assets as Purchased Assets under this Agreement.

Agreement to Purchase and Sell. Subject to On the terms and subject to the conditions contained hereinset forth in this Agreement, at each Seller, severally and for itself, agrees to sell to the Closing, Reliant shall, or shall cause its Affiliates to, sell, transfer, convey and assign to OscientBuyer, and Oscient shall the Buyer agrees to purchase from such Seller, from time to time on and accept from Reliant or its Affiliatesafter the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Seller’s right, title, title and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Transferred Assets”), free and clear of all Security Interests:): (a) each Receivable of such Seller that existed and was owing to such Seller at the Registrations closing of such Seller’s business on October 31, 2014 (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes“Cut-off Date”); (b) each Receivable generated by such Seller from and including the Promotional MaterialsCut-off Date to but excluding the Purchase and Sale Termination Date; (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license all rights to, and but not the Acquired Assets do not includeobligations of, such Seller under all Related Security with respect to any rights in respect of the [***] Patents outside foregoing Receivables; (d) all monies due or to become due to such Seller with respect to any of the United States, its territories foregoing; (e) all books and possessions records of such Seller to the extent related to any of the foregoing; (f) all collections and other than proceeds and products of any of the right to manufacture or have manufactured the Reliant Products foregoing (as defined in the Settlement AgreementUCC) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created that are or discovered were received by such Seller on or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21Cut-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and recordsoff Date, including, without limitation, sales recordsall funds which either are received by such Seller, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily the Buyer or exclusively to the Product; provided, however, that Reliant Servicer from or its Affiliates may retain a copy on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such books amounts owed by the Obligors (including, without limitation, any insurance payments that such Seller, the Buyer, the SPV or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and records to the extent necessary for Tax, accounting, litigation net proceeds of sale or other valid business purposes; provided, further, that disposition of repossessed goods or other collateral or property of the Acquired Assets shall not include either Obligors in respect of any of the Pricing Contracts (above Receivables or any information contained therein) other parties directly or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment indirectly liable for payment of Settlement Agreementsuch Receivables); and (jg) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant all right, title and interest (but not obligations) in and to the Ethypharm Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such collections or other proceeds (as such term is defined in the applicable UCC). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Sellers set forth in this Agreement Transfer Agreementand each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The Buyer’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (g) (collectively, the “Related Rights”) is herein called the “Purchase Facility.”

Agreement to Purchase and Sell. Subject to the terms and conditions contained hereinof this Agreement, at the ClosingClosing and except as otherwise specifically provided in this Article II, Reliant shallthe Seller, or in consideration for the payment of the Purchase Price and the assumption of the Acquired Liabilities, shall cause its Affiliates togrant, sell, transferassign, convey transfer and assign deliver to Oscientthe Purchaser, and Oscient the Purchaser shall purchase purchase, acquire and accept from Reliant or its Affiliatesthe Seller, all right, title, title and interest of Reliant and its Affiliates the Seller in and to the following Acquired Product Line, including the assets of Reliant or its Affiliates described in Sections 2.1.1 – 2.1.9 immediately below (collectivelycollectively such assets, the “Acquired Assets”), free and clear of all Security Interests: (a) the Registrations (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes); (b) the Promotional Materials; (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license toEncumbrances, other than Permitted Encumbrances, and the Purchaser shall assume the Acquired Liabilities but shall not acquire the Excluded Assets or assume Excluded Liabilities (the foregoing transaction, the “Acquisition”): 2.1.1 the Acquired Accounts Receivable; 2.1.2 the Acquired Books and Records, including any Shared Books and Records; 2.1.3 the Acquired Contracts; 2.1.4 the Acquired Customer Contracts; 2.1.5 the Acquired Inventory; 2.1.6 the Acquired Equipment; 2.1.7 the Acquired Intellectual Property; 2.1.8 all rights to causes of Proceedings, judgments, claims and demands of any nature available to or being pursued by the Seller prior to the Closing Date, whether arising by way of counterclaim or otherwise in connection with the Acquired Product Line or any Acquired Assets do not includebut for clarity excluding a Proceeding, any rights judgment, claim or demand described in respect Exhibit 2.1.8; and 2.1.9 all other property of every kind, character or description, tangible and intangible, known or unknown, owned or leased by the Seller and are For the operation of the [***] Patents outside the United StatesAcquired Product Line, its territories and possessions whether or not described in this Agreement (other than the Excluded Assets). Notwithstanding anything to the contrary, (i) the Acquired Assets shall exclude the Excluded Assets, (ii) the Seller shall have the right to manufacture or have manufactured redact any information from its books and records that contain the Reliant Products (as defined in Acquired Books and Records to the Settlement Agreement) outside extent the United StatesSeller and the Purchaser, its territories each acting reasonably, agree that such information relates primarily to the Excluded Assets and possessions solely is not necessary for distribution and sale in the United States, its territories and possessions)conduct of the Acquired Product Line, and (iiiii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) Shared Books and Records, the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates Seller may retain a copy copies of any such books Shared Books and records to Records for its nonexclusive use and exploitation in connection with the extent necessary conduct of the Excluded Assets but for Taxclarity, accountingfrom and after the Closing, litigation or other valid business purposes; provided, further, that such Shared Books and Records and the Acquired Assets Books and Records shall not include either be deemed to be the Pricing Contracts (or any information contained therein) or Confidential Information of the Bundled Contracts; (i) the rights under the Settlement Agreement transferred Purchaser and subject to Oscient pursuant to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer AgreementSection 6.8.

Agreement to Purchase and Sell. Subject 1.1. Purchaser agrees to purchase from Seller, and Seller agrees to sell and convey to Purchaser, under the terms and conditions contained herein, at the Closing, Reliant shall, or shall cause its Affiliates to, sell, transfer, convey and assign to Oscient, and Oscient shall purchase and accept from Reliant or its Affiliates, all right, title, and interest of Reliant and its Affiliates set forth in and to the following assets of Reliant or its Affiliates (collectivelythis Agreement, the “Acquired Assets”), free and clear of all Security Interestsfollowing: (a) the Registrations (provided that Reliant shall be permitted to retain one copy That certain parcel of real property in Mt. Xxxxxx, Virginia, containing approximately 145 acres, as more fully described on Exhibit "A," and any improvements situated on such parcel of real property, and, further, all of the Registrations for archival purposesright, title and interest of Seller in and to any easements, covenants and other rights appurtenant to such parcel of real property and all right, title and interest of Seller in and to any award made or to be made in lieu thereof (collectively, "Real Property"); (b) All fixtures, equipment and other tangible personal property, and replacements thereof now or hereafter affixed to and/or located at the Promotional MaterialsReal Property, as more fully described on Exhibit "A- 1," owned by Seller and used in connection with the management, operation, maintenance or repair of the Real Property (collectively, "Personal Property"); (c) All water, condensate, distillate, and all products refined therefrom, (collectively "Water") in and under and which may be produced and saved from or attributable to the Product Intellectual spring located on the Real Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions"Spring"), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient);; and (d) All intangible property now or on the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately Closing Date (as defined hereafter) owned or held by Seller in connection with the Commission. Confidential treatment has been requested with respect to Real Property or the omitted portions. (e) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and recordsPersonal Property, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) all licenses, permits, authorizations, approvals, certificates of occupancy and all other approvals necessary for the current use and operation of the Property (collectively, "Permits", and (ii) all right, title and interest of Seller in all transferable warranties, plans and specifications, and development rights under the Settlement Agreement transferred to Oscient pursuant related to the Assignment of Settlement Real Property or the Personal Property, or any part thereof (collectively, "Intangible Property"). 1.2. As used in this Agreement; and (j) , the rights of Reliant under term "Property" shall include the Ethypharm Agreement transferred to Oscient pursuant to Real Property, the Ethypharm Agreement Transfer AgreementPersonal Property and the Intangible Property.

Agreement to Purchase and Sell. Subject to On the terms and subject to the conditions contained hereinset forth in this Agreement, at each Originator, severally and for itself, agrees to sell to the Closing, Reliant shall, or shall cause its Affiliates to, sell, transfer, convey and assign to OscientBuyer, and Oscient shall the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and accept from Reliant or its AffiliatesSale Termination Date (as defined in Section 1.4), all of such Originator’s right, title, title and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”), free and clear of all Security Intereststo: (a) each Receivable of such Originator that existed and was owing to such Originator at the Registrations closing of such Originator’s business on May 30, 2014 (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes“Cut-Off Date”); (b) each Receivable generated by such Originator from and including the Promotional MaterialsCut-Off Date to but excluding the Purchase and Sale Termination Date; (c) the Product Intellectual Property all of such Originator’s interest in any goods (it being agreed and acknowledged that (i) Reliant does not have a license toincluding returned goods), and documentation of title evidencing the Acquired Assets do not includeshipment or storage of any goods (including returned goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the Sale Agreement, the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any rights in respect of the [***] Patents outside foregoing, and all rights, remedies, powers, privileges, title and interest in and to each Lock-Box and all Lock-Box Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the United States, its territories applicable UCC); and (h) all Collections and possessions (other than the right to manufacture or have manufactured the Reliant Products proceeds (as defined in the Settlement AgreementUCC) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation foregoing that are or dosage form, and any Intellectual Property that is otherwise developed were received by Oscient such Originator on or after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21Cut-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and recordsOff Date, including, without limitation, sales recordsall funds which either are received by such Originator, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily the Buyer or exclusively to the Product; provided, however, that Reliant Servicer from or its Affiliates may retain a copy on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such books amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and records to the extent necessary for Tax, accounting, litigation net proceeds of sale or other valid business purposes; provided, further, that disposition of repossessed goods or other collateral or property of the Acquired Assets shall not include either Obligors in respect of any of the Pricing Contracts (above Receivables or any information contained thereinother parties directly or indirectly liable for payment of such Receivables). All purchases hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. The property, proceeds and rights described in clauses (c) or through (h) above are herein referred to as the Bundled Contracts; (i) “Related Rights”, and the rights under Buyer’s foregoing agreement to purchase Receivables and Related Rights is herein called the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreement“Purchase Facility.”

Agreement to Purchase and Sell. Subject to the terms and conditions contained hereinhereof, at the Closing, Reliant shall, or the Seller shall cause its Affiliates to, sell, transferassign, convey transfer and assign deliver to Oscientthe Purchaser, and Oscient the Purchaser shall purchase purchase, assume, acquire and accept from Reliant or its Affiliatesthe Seller, all right, title, title and interest of Reliant and its Affiliates the Seller in and to, except for the Excluded Assets, all of its assets, properties and rights of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, and wherever situated, in existence on the date hereof and any additions thereto on or before the Closing Date (such assets, properties and rights being referred to the following assets of Reliant or its Affiliates (collectively, as the “Acquired Assets”), free and clear of all Security InterestsLiens other than Permitted Liens. The Assets shall include, without limitation, the Seller’s right, title and interest in and to the following assets, properties and rights: (a) cash, cash equivalents and marketable securities in the Registrations (provided that Reliant amount of $50,000 at Closing, which shall be permitted transferred to retain one copy of the Registrations for archival purposes)Purchaser at the Closing; (b) the Promotional Materialsdeposits (including security deposits), advances (including employee advances), pre-paid expenses and credits (including pre-paid independent medical examinations); (c) the Product Intellectual Property (it being agreed fixed assets, vehicles, equipment, machinery, tools, furnishings, computer hardware and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient)fixtures; (d) the Assigned Contracts and Orders; [***]: Certain information set forth on this page has been omitted and filed separately with Exhibit 2.1(d) (the Commission. Confidential treatment has been requested with respect to the omitted portions.“Assumed Contracts”); (e) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Seller Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and recordsProperty, including, without limitation, sales recordsthe “Direct IME” name and all Intellectual Property rights associated therewith, price lists and cataloguesinternet domain names and registrations; (f) phone numbers used in the Business; (g) the Receivables, call notes the proceeds thereof and call historiesany security therefor; (h) causes of action, supply recordslawsuits, customer lists judgments, claims and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy demands of any such books and records to the extent necessary nature, whether arising by way of counterclaim or otherwise, other than any claims for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled ContractsTax refunds; (i) all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights; (j) goodwill; (k) all Licenses, including those set forth on Schedule 4.25; (l) insurance proceeds and insurance awards receivable with respect to any of the rights under Assets which arise from or relate to events occurring prior to or on the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement AgreementClosing Date; and (jm) information, files, correspondence, records, data, plans, reports, and recorded knowledge, including customer, supplier, physician, price and mailing lists, and all accounting or other books and records of the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer AgreementSeller in whatever media retained or stored, including computer programs and disks.

Agreement to Purchase and Sell. Subject to the terms and conditions contained set forth herein, at the ClosingSeller agrees to sell, Reliant shall, or shall cause its Affiliates to, sellconvey, transfer, convey assign and assign deliver to OscientBuyer, and Oscient shall Buyer agrees to purchase and accept from Reliant or its Affiliates, (the “Acquisition”) all of Seller’s right, title, title and interest of Reliant and its Affiliates in and to to, the following assets of Reliant or its Affiliates Assets (collectively, the “Acquired Purchased Assets”)) of Seller, free and clear of all Security InterestsLiens: (a) All accounts receivable of Seller existing on the Registrations (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes)Closing Date; (b) The inventory of Seller (the Promotional Materials“Purchased Inventory”) existing on the Closing Date; (c) All rights to manufacturer’s or other rebates, credits or discounts in connection with the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right Purchased Inventory or Seller’s accounts or trade payables accrued or payable to manufacture Seller on or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient)Date; (d) To the Assigned Contracts extent assignable and Orderssubject to applicable regulatory approvals, each of Seller’s valid Permits necessary for Buyer to sell or lease the Purchased Inventory to customers of the Business; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect provided that Buyer shall not acquire or take any Medicare, Medicaid or similar government-issued provider or supplier agreements, including any numbers assigned pursuant to the omitted portions.such agreements; (e) The Contracts identified on Schedule 1.1(e) (the Inventory“Assumed Contracts”); (f) any and The intangible Assets of Seller relating to the Purchased Assets, including, but not limited to, all rights under the Assumed Contracts, guarantees from third parties, licenses, warranties, all right, title and interest to developand in the name “Associated Medical Products” and “Medical Systems Corporation,” telephone numbers, market and promote any Combination Producttrademarks, service marks, logos, designs, slogans, trade names and other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof)Property; (g) any claims or benefits in, to or under any express or implied warranties from suppliers All operating data and records of goods or services the Seller relating to the InventoryBusiness including customer lists, vendor lists, books, records, manuals, operating guidelines and practices, sales and promotional data, advertising materials, historical cost and pricing information, business plans, databases, financial records and related information of Seller; (h) All warranties and documentation relating to the extent permitted by Law Purchased Inventory and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur all guarantees, and any undue expense, all books rights of Seller against suppliers and records, manufacturers; (i) All prepaid items including, without limitation, sales recordsall equipment, price lists lease and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to other deposits existing on the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled ContractsClosing Date; (ij) All Information Technology of Seller (and the rights under Contracts included therein but only if listed on Schedule 1.1(e)); (k) All tangible personal property (and leases or other Contracts relating thereto but only if listed on Schedule 1.1(e)) used or held for use in the Settlement Agreement transferred to Oscient pursuant to operation of the Assignment Business, including all furniture, machinery, office furnishings, equipment, vehicles and all office and warehouse supplies existing on the Closing Date; (l) The bank account of Settlement AgreementSeller identified on Schedule 1.1(l); and (jm) All other Assets (but as to Contracts, only if listed in Schedule 1.1(e)), other than the rights Retained Assets (as defined in Section 1.8), which are (i) reflected in the books and records of Reliant under the Ethypharm Agreement transferred to Oscient pursuant Business, except to the Ethypharm Agreement Transfer Agreementextent any such assets have been disposed of in the ordinary course of business or (ii) used or held for use in the operation of the Business.

Agreement to Purchase and Sell. Subject to the terms and conditions contained hereinhereof, at the Closing, Reliant shall, or the Seller shall cause its Affiliates to, sell, transferassign, convey transfer and assign deliver to Oscientthe Purchaser, and Oscient the Purchaser shall purchase purchase, acquire and accept from Reliant or its Affiliatesthe Seller, all right, title, title and interest of Reliant and its Affiliates the Seller in and to, except for the Excluded Assets, all of its assets, properties and rights of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, and wherever situated, in existence on the date hereof, that are used by or useful in connection with the operation of the Business (such assets, properties and rights being referred to as the following assets of Reliant or its Affiliates (collectively, the ““ Acquired Assets”), free and clear of all Security InterestsEncumbrances other than Permitted Encumbrances. The Acquired Assets shall include the Seller’s right, title and interest in and to the following assets, properties and rights: (a) the Registrations (provided that Reliant shall be permitted to retain one copy all of Seller’s rights and obligations under all of the Registrations for archival purposesagreements of Seller relating to the Business, all of which are identified on Schedule 1.1(a) attached hereto (collectively the “Assumed Contracts”); (b) all of Sellers’ accounts or notes receivable related to the Promotional MaterialsBusiness, all of which are identified on Schedule 1.1(b) attached hereto, and all schedules, records and other documentation related to such accounts or notes receivable, including, without limitation, all notes, chattel paper or other documents or instruments evidencing the payment obligations of the account or note debtors (the “ Receivables”); (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect all of the [***] Patents outside tangible personal property owned by Seller and used by or useful in connection with the United Statesconduct of the Business, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined all of which shall be identified in the Settlement Agreementfixed asset schedule to be attached hereto as Schedule 1.1(c) outside (the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient“Fixed Assets”); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested exception of personnel records regarding employees (except as may be waived in writing by employee) other than the Transferred Personnel, Seller’s books and records directly related to or used in connection with respect the conduct of the Business or directly pertaining to the omitted portions.Acquired Assets, regardless of the medium on which such information is stored or maintained including, without limitation, all Customer and employment records, vendor information, business plans, strategies and marketing information (except that Seller may retain copies as required by law or as may be reasonably necessary or prudent business practice); (e) to the Inventoryextent transferable, the Governmental Authorizations required under all laws, rules and regulations applicable to or affecting the Business, all of which are set forth on Schedule 1.1(e); (f) any all leased real property and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than leasehold improvements identified in the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 real property schedule attached hereto as in effect on the date hereofSchedule 1.1(f); (g) any claims or benefits inall inventory of Seller, to or under any express or implied warranties from suppliers a list of goods or services relating to the Inventorywhich shall be set forth on Schedule 1.1(g); (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy Business Intellectual Property of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled ContractsSeller listed on Schedule 1.1(h); (i) the all insurance benefits, including rights under the Settlement Agreement transferred to Oscient pursuant and proceeds, arising from or relating to the Assignment Acquired Assets or the Assumed Liabilities; (j) all advance payments, claims for refunds and deposits and other prepaid items relating to the Acquired Assets or the Assumed Liabilities, existing on the Closing Date; (k) all claims of Settlement AgreementSeller against third parties relating to the Acquired Assets, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent; and (jl) all goodwill associated with the rights of Reliant under Acquired Assets and the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer AgreementBusiness.

Agreement to Purchase and Sell. Subject to the terms and conditions contained hereinhereof, at and except as otherwise specifically provided in this Article II, Seller and Parent, in consideration for the Closingpayment of the Purchase Price in accordance with Section 3.2, Reliant shalldo hereby, or shall cause its Affiliates tosimultaneously with the execution and delivery of this Agreement, grant, sell, transferassign, convey transfer and assign deliver to OscientPurchaser, and Oscient shall purchase Purchaser hereby, simultaneously with the execution and accept delivery of this Agreement, purchases and acquires from Reliant or its AffiliatesSeller and Parent, all right, title, title and interest of Reliant Seller and its Affiliates Parent in and to all of the following assets assets, properties and rights of Reliant Seller and Parent with respect to the Business of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, used by the Division or its Affiliates (collectivelyin the operation of the Business, the “Acquired Assets”), free and clear of all Security Interestsincluding without limitation: (a) all machinery, equipment, furniture and other tangible and intangible personal property used in the Registrations (provided that Reliant shall be permitted to retain one copy operation of the Registrations for archival purposes)Business, including, without limitation, the machinery, equipment, furniture and other tangible personal property described on Schedule 2.1 (a) hereto; (b) all inventories of raw materials, work in process, or finished goods for use in the Promotional Materialsoperation of the Business (the "Inventory"), including without limitation the Inventory listed on Schedule 2.1(b), less any of the Inventory sold in the ordinary course of business after the date of such Schedule; (c) the Product all Seller Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license toSeller Registered Intellectual Property, and including without limitation the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Seller Intellectual Property developed, created or discovered by or listed on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by OscientSchedule 2.1(c); (d) all Assumed Contracts, including without limitation the Assigned Assumed Contracts and Orders; [***]: Certain information listed on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.Schedule 4.9; (e) all books, records and files relating to the Inventoryoperation of the Business, including but not limited to all production, sales and warranty records related to the Division or the Business; (f) any and all rights to develop, market and promote any Combination Product, prepaid expenses of the Business other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof)prepaid insurance premiums; (g) any claims or benefits in, to or under any express or implied warranties from suppliers all unfilled customer orders of goods or services relating to the InventoryBusiness; (h) all rights under any franchises, licenses and permits relating to the extent permitted by Law operation of the Business; (i) all rights to causes of action, lawsuits, judgments, claims and in each case demands of any nature available to, or being pursued by, Seller relating to the extent operation of the Business, whether arising by way of counterclaim or otherwise; (j) the Receivables, including without limitation, the Receivables listed on Schedule 2.1(j), less any of such Receivables collected in Reliant’s possession the ordinary course of business after the date of such Schedule; (k) all Licenses, including without limitation, the Licenses listed on Schedule 2.1(k); (l) any and all rights and interests granted to the Parent, Seller or reasonably available the Division pursuant to Reliant without any Employment Agreement in any Seller Intellectual Property, any Seller Registered Intellectual Property or any non-compete, non-solicitation or similar provision in favor of the need to incur any undue expenseSeller, all books and recordsParent or Division, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement AgreementEmployment Agreements set forth on Schedule 2.1(l); and (jm) all of Seller's rights, title and interest in the rights of Reliant under warranties and guaranties affecting the Ethypharm Agreement transferred to Oscient Owned Real Property or parts thereof assigned by Seller pursuant to Section 4(a)(iv) of the Ethypharm Agreement Transfer Real Estate Purchase Agreement; all free and clear of Liens (collectively referred to herein as the "Assets").

Agreement to Purchase and Sell. Subject If the Option is exercised by Buyer, at the Closing, in accordance with and pursuant to the terms and conditions contained hereinof this Agreement, at for the Closingconsideration specified in Section 3.7, Reliant shall, or Seller shall cause its Affiliates to, sell, transfer, convey convey, assign and assign deliver to OscientBuyer, and Oscient Buyer shall purchase and accept from Reliant or its AffiliatesSeller, all right, title, title and interest of Reliant and Seller or any of its Affiliates Affiliates, as of the Closing, in and to the following assets of Reliant or its Affiliates assets, properties, rights and interests (collectively, the “Acquired Assets”), ) free and clear of all Security InterestsLiens, other than Permitted Liens: (a) the Registrations (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes)TATCIST Study; (b) all Know-How and Information [***] related to 225-Ac-PSMA or the Promotional MaterialsCompound, including all radiolabeled complexes thereof, but excluding the Licensed Manufacturing Know-How (the “Transferred Know-How”); (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the all Governmental Authorizations [***] Patents outside ] related to the United States, its territories and possessions Compound or the TATCIST Study (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient“Transferred Governmental Authorizations”); (d) the Assigned Contracts and Orders; all Regulatory Materials [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect ] related to the omitted portions.Compound, 225-Ac-PSMA or the TATCIST Study, including all materials set forth on Schedule 3.1(d) (the “Transferred Regulatory Materials”); (e) all Books and Records [***] related to the InventoryCompound or 225-Ac-PSMA (including the Books and Records evidencing the Transferred Know-How) (the “Transferred Books and Records”); (f) any and all rights to developrights, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property claims or causes of action against Third Parties [***] related to combination products the Compound, the TATCIST Study, the Acquired Assets or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof)Assumed Liabilities; (g) any claims or benefits in, to or under any express or implied warranties from suppliers the inventories of goods or services relating the Compound (if any) designated by Xxxxx in writing not less than five Business Days prior to the Closing Date (the “Inventory”); (h) to the extent permitted any license agreement entered into by Law and in each case to the extent in Reliant’s possession Seller or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or of its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contractsin accordance with Section 3.11(a); (i) all After Acquired Assets that Buyer notifies Seller, no later than the rights under the Settlement Agreement transferred to Oscient pursuant [***] prior to the Assignment of Settlement AgreementClosing Date, shall be Acquired Assets; and (j) all other assets, properties and rights set forth on Schedule 3.1(j), which Schedule may be updated by the rights mutual written consent of Reliant under the Ethypharm Agreement Parties no later than the [***] prior to the Closing Date. Seller shall deliver to Buyer the Acquired Assets as soon as reasonably possible, but in any event within the later of [***] after the Closing Date and [***] after the Option Exercise Notice is delivered, provided that (x) if Seller requests additional time to transfer any specific Acquired Assets, Buyer’s approval of such request shall not be unreasonably withheld, delayed, or conditioned and (y) notwithstanding the foregoing, all INDs within the Acquired Assets shall be transferred to Oscient pursuant Buyer within the later of (1) [***] following Buyer’s request for such transfer and (2) [***] following the Closing Date. If the Option is exercised, the Parties will discuss and agree upon reasonable security measures in compliance with all applicable Laws prior to transmitting any Personally Identifiable Information that is included in the Ethypharm Agreement Transfer AgreementAcquired Assets. All Acquired Assets shall be delivered to Buyer or its designated Affiliate at [***] cost and expense. It is explicitly understood and agreed to that nothing herein shall relieve Seller of its data retention responsibilities and obligations under relevant GCP and GMP practices.

Agreement to Purchase and Sell. Subject to 1.1.1 Upon the terms and subject to the conditions contained hereinset forth in this Agreement and upon the representations and warranties made herein by each of the parties to the other, at on the ClosingClosing Date (as such term is hereinafter defined), Reliant shall, or Seller shall cause its Affiliates to, sell, transfergrant, convey convey, assign, transfer and assign deliver to OscientBuyer, and Oscient shall Buyer will purchase and accept acquire from Reliant or its AffiliatesSeller, all rightthose assets and properties of Seller, titleas the same shall exist on the Closing Date, (said assets and interest of Reliant properties so to be sold, granted, conveyed, transferred, assigned and its Affiliates in and delivered to Buyer being hereinafter collectively referred to as the following assets of Reliant or its Affiliates (collectively, the “Acquired "Assets”"), free and clear of all Security Interestsdescribed as follows: (a) the Registrations (provided that Reliant shall be permitted to retain one copy all purchase orders, accounts receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, tooling, fixtures, machinery, equipment, furniture, office furnishings and fixtures of the Registrations for archival purposes)Seller; (b) including without limitation those described in Schedule 1. 1.1. a hereof, all patents and applications therefor and all trademarks and trade names, trademark and trade name registrations, service marks and service mark rexxxxrations, copyrights, copyright registrations, the Promotional Materialsapplications therefor and the licenses thereto, together with the goodwill and the business appurtenant thereto; (c) all drawings, blueprints, specifications designs and data owned by Seller and relating to all of its products whether patented or not; (d) all catalogues, brochures, sales literature, promotional material and other selling material of Seller; (e) all books and records and all files, documents, papers, agreements, books of account and other records pertaining to the Product Intellectual Property Assets; and (it being agreed f) all rights of Seller under all contracts, agreements, licenses, leases, sales orders, purchase orders and acknowledged that other commitments Buyer will assume pursuant to Section 1.3 hereof. 1.1. B, and all such assets as may have been acquired by Seller which would be included on a list prepared in like manner from such accounting records as of the Closing Date, except any such assets which may have been disposed of since the date of the Balance Sheet in the ordinary course of business on a basis consistent with past practice. 1.1.2 Anything herein contained to the contrary notwithstanding, all other assets and properties of Seller are specifically excluded from the Assets and shall be retained by Seller. 1.1.3 Seller shall execute and deliver to Buyer at the Closing, (i) Reliant does not have a license toBill of Sale, and the Acquired Assets do not includeAssignmexx xnd Assumption Agreement, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement form attached hereto as Exhibit "A" (the "Bill of Sale, Assignmexx xnd Assumption Agreement) outside "), under the United Statesterms of which Seller shall sell, its territories grant, convey, assign, transfer and possessions solely for distribution and sale in deliver the United States, its territories and possessions)Assets to Buyer, and (ii) any Intellectual Property developedsuch other bills of sale, created or discovered deeds, instruments of assignment and other appropriate documents as may be reasonably requested by or on behalf Buyer in order to carry out the intentions and purposes of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreement.

Agreement to Purchase and Sell. Subject to the terms and conditions contained hereinof this Agreement and except as otherwise specifically provided in this Article II and Section 6.15 with respect to the St. Louis Assets, at the Closing, Reliant shall, or shall cause its Affiliates toClosing Sellers will grant, sell, transferassign, convey transfer and assign deliver to OscientBuyers, and Oscient shall Buyers will purchase and accept acquire from Reliant or its Affiliates, all right, title, and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”)Sellers, free and clear of all Security InterestsLiens other than Permitted Liens, all right, title and interest of Sellers in and to (x) all of the Acquired Subsidiaries Shares and (y) all of the assets, properties, rights (contractual or otherwise) and business of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned or principally used by any Wabtec Group Member in connection with the Business, including without limitation: (I) those located at any of the Business Facilities that have not been disposed of in the ordinary course of business consistent with past practice prior to the Closing Date (all of which shall be deemed to be owned or principally used in connection with the Business); (II) those on the March 2001 Balance Sheets that have not been disposed of in the ordinary course of business consistent with past practice as permitted by this Agreement; (III) those of the same nature as those shown on the March 2001 Balance Sheets acquired after the date of the March 2001 Balance Sheets; and (IV) those set forth on a representative basis below: (a) Machinery, equipment (including, without limitation, computer hardware), tooling (including, without limitation, tooling located at supplier sites), parts, furniture, data and telephone equipment supplies, and other tangible personal property relating principally to the Registrations Business, including, without limitation, those listed on SCHEDULE 2.1(a), which have an individual original cost in excess of $25,000 (provided that Reliant shall be permitted subject to retain one copy additions thereto and dispositions thereof in the ordinary course of the Registrations for archival purposesbusiness consistent with past practices); (b) the Promotional Materials; (c) the Product Intellectual Property (it being agreed The parcels of real property owned by Sellers, together with all appurtenant rights, licenses, easements, covenants, privileges, approvals and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing qualifications relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the Inventory; (f) any thereto and all rights to developbuildings, market structures and promote any Combination Productimprovements thereon or affixed thereto, other than Excluded Combination Products (it being agreed and acknowledged thatincluding fixtures constituting real property, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect listed on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreement.SCHEDULE 2.1

Agreement to Purchase and Sell. Subject to the terms and conditions contained herein, at the Closing, Reliant shall, or shall cause its Affiliates to, sell, transfer, convey and assign to Oscient, and Oscient shall purchase and accept from Reliant or its Affiliates, all right, title, and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”), free and clear of all Security Interests: (a) the Registrations (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes); (b) the Promotional Materials; (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] ] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.; (e) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 8787 mg and 130130 mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory;; [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreement.

Agreement to Purchase and Sell. Subject to the terms and conditions contained hereinof this Agreement, at the Closing, Reliant shall, or shall cause Seller and its Affiliates toaffiliates will grant, sell, transferassign, convey transfer and assign deliver to OscientBuyer, and Oscient shall Buyer will purchase and accept acquire from Reliant or its AffiliatesSeller, all right, title, title and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”), free and clear of any and all Security InterestsLiens: (a) the Registrations (provided that Reliant shall be permitted to retain one copy tangible and intangible intellectual property developed for the operation of the Registrations for archival purposesBusiness, including but not limited to, the systems, procedures, manuals, training materials,(curriculum manuals, books, etc.), customer deliverables and systems specifically described in Schedule 2.1(a); (b) the Promotional Materialsall of Seller’s pharmaceutical supplies and other inventory items generally described on Schedule 2.1(b)(1), provided that Buyer and Seller hereby agree that certain items listed on Schedule 2.1(b)(2) as “excluded” shall not be considered “Assets”; (c) all right, title and interest of Seller in the Product Intellectual Property (it being agreed specific customer and acknowledged that (i) Reliant does not have a license tosupplier written contracts, agreements and instruments, and descriptions of any customer and supplier relationships that are not contained in a written contract, described on Schedule 2.1(c) (the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient“Assumed Contracts”); (d) the Assigned Contracts computer software licenses, applications and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.databases specifically described in Schedule 2.1(d); (e) all right, title and interest of Seller in the Inventoryinternet website, domain name and address (URL) for Medical Advisory Systems known as xxx.xxx0.xxx (the “Domain Name”); (f) any the goodwill and customer lists of the Business, and all rights to developright, market title and promote interest of Seller in any Combination Productphone, other than Excluded Combination Products facsimile and telex numbers currently utilized exclusively for the Business listed on Schedule 2.1 (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereoff); (g) any claims or benefits into the extent transferable at no cost to Seller, to or under any express or implied warranties from suppliers all guarantees, warranties, indemnities and similar rights in favor of goods or services the Seller relating to the InventoryAssets; (h) copies of all customer medical, account and contract files, publications, records, data and contracts primarily related to the extent permitted by Law and in each case to Assets or the extent in Reliant’s possession Business or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Taxthe conduct of, accountingor otherwise material to, litigation or other valid business purposes; providedthe Business, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contractsas described and listed on Schedule 2.1(h); (i) all Permits held by Seller for the rights under operation of the Settlement Agreement transferred Business which are assignable or otherwise transferable to Oscient pursuant Buyer at no cost to Seller, as described and listed on Schedule 2.1(i); (j) to the Assignment of Settlement Agreementextent transferable at no cost to Seller, all Seller’s right in its mailing addresses used by customers to mail payment, correspondence and other communication; and (jk) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant all trademarks, tradenames, service marks, brands and copyrights, whether registered or not relating to the Ethypharm Agreement Transfer AgreementAssets or the Business as described and listed on Schedule 2.1(k).

Agreement to Purchase and Sell. Subject to Upon the terms and subject to the ------------------------------ conditions contained hereinset forth in this Agreement, at upon the ClosingClosing Date (as defined in Section 3.2), Reliant shall, or shall cause its Affiliates toSeller and Shareholder agree to convey, sell, transfer, convey assign and assign deliver to OscientBuyer, and Oscient Buyer shall purchase and accept from Reliant or its AffiliatesSeller and/or Shareholder, all right, title, title and interest existing now or at any time hereafter through the Closing Date (whether or not in inchoate form) in or to all of Reliant the assets, properties and its Affiliates in and to the following assets rights of Reliant or its Affiliates (collectivelySeller and/or Shareholder set forth on Schedule 1.1(a) -------------- hereto, the “Acquired Assets”), free and clear of all Security Interestswhich shall include those listed below: (a) All marketing materials, training materials, office and reference manuals and similar items associated with the Registrations (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes)Business; (b) The franchises, licenses, permits, consents and certificates of any regulatory, administrative or other governmental agency or body issued to or held by Seller (to the Promotional Materialsextent the same are transferable) (the "Permits"); (c) All rights of Seller and Shareholder in the Product Seller Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in Section 4.7) and all inventions, materials, information, know-how and intellectual property rights related thereto, except for the Settlement Agreement) outside name "The Tuner Company" and the United Statesdomain names "xxxxxxxx.xxx", its territories "xxxxxxxx.xxx" and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient)"xxxxxxxx.xxx"; (d) The contracts, agreements, contract rights, license agreements, purchase and sales orders, quotations and other executory rights of Seller and commitments of third parties related to or used in the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with Business (the Commission. Confidential treatment has been requested with respect to the omitted portions."Contracts"); (e) The furniture, art work, fixtures, equipment (including office equipment), machinery, parts, computer hardware, tools, dies, jigs, patterns, molds, automobiles and trucks and other tangible personal property used in the InventoryBusiness (collectively, the "Equipment"); (f) any All customer and supplier lists, including addresses, drawings, files, papers and records relating to the Business and all rights information with respect to develop, market and promote any Combination Product, other than Excluded Combination Products the accounts relating to the Business (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof"Account Information"); (g) any All causes of action, judgments and claims or benefits indemands of whatever kind or description arising out of or relating to the Purchased Assets (as defined below), to or excluding (with the exception of the Permitted Encumbrances) all causes of action, judgments and claims and demands against the Purchased Assets; (h) All of Seller's membership interests in Temic Telefunken RF- Engineering, LLC, an Alabama limited liability company ("Temic LLC"); (i) All rights of Seller, if any, under any express or implied warranties from suppliers of goods or services relating and vendors to Seller which are related to the Inventory; (h) to Business and associated with the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement AgreementPurchased Assets; and (j) All goodwill, if any, associated with the rights Business. (b) hereto (including all cash or other proceeds generated from the payment ------ of Reliant under such receivables), (C) the Ethypharm Agreement transferred automobiles described in Schedule 1.1(c) hereto, --------------- and (D) the promissory note payable dated August 3, 1998 to Oscient pursuant Seller from Temic LLC in the principal amount of $21,000 and the promissory note payable dated November 19, 1999 to Seller from Temic LLC in the Ethypharm Agreement Transfer principal amount of $100,000. Notwithstanding anything else in this Agreement, Buyer shall not be liable or obligated with respect to any liability, obligation or commitment with respect to any of the foregoing except as expressly provided in Section 2.1 below.

Agreement to Purchase and Sell. Subject to the terms and conditions contained hereinof this Agreement, at the Closing, Reliant shall, or shall cause Seller and its Affiliates toaffiliates will grant, sell, transferassign, convey transfer and assign deliver to OscientBuyer, and Oscient shall Buyer will purchase and accept acquire from Reliant or its AffiliatesSeller, all right, title, title and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired "Assets”"), free and clear of any and all Security InterestsLiens: (a) the Registrations (provided that Reliant shall be permitted to retain one copy tangible and intangible intellectual property developed for the operation of the Registrations for archival purposesBusiness, including but not limited to, the systems, procedures, manuals, training materials,(curriculum manuals, books, etc.), customer deliverables and systems specifically described in Schedule 2.1(a); (b) the Promotional Materialsall of Seller's pharmaceutical supplies and other inventory items generally described on Schedule 2.1(b)(1), provided that Buyer and Seller hereby agree that certain items listed on Schedule 2.1(b)(2) as "excluded" shall not be considered "Assets"; (c) all right, title and interest of Seller in the Product Intellectual Property (it being agreed specific customer and acknowledged that (i) Reliant does not have a license tosupplier written contracts, agreements and instruments, and descriptions of any customer and supplier relationships that are not contained in a written contract, described on Schedule 2.1(c) (the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient"Assumed Contracts"); (d) the Assigned Contracts computer software licenses, applications and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.databases specifically described in Schedule 2.1(d); (e) all right, title and interest of Seller in the Inventoryinternet website, domain name and address (URL) for Medical Advisory Systems known as xxx.xxx0.xxx (the "Domain Name"); (f) any the goodwill and customer lists of the Business, and all rights to developright, market title and promote interest of Seller in any Combination Productphone, other than Excluded Combination Products facsimile and telex numbers currently utilized exclusively for the Business listed on Schedule 2.1 (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereoff); (g) any claims or benefits into the extent transferable at no cost to Seller, to or under any express or implied warranties from suppliers all guarantees, warranties, indemnities and similar rights in favor of goods or services the Seller relating to the InventoryAssets; (h) copies of all customer medical, account and contract files, publications, records, data and contracts primarily related to the extent permitted by Law and in each case to Assets or the extent in Reliant’s possession Business or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Taxthe conduct of, accountingor otherwise material to, litigation or other valid business purposes; providedthe Business, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contractsas described and listed on Schedule 2.1(h); (i) all Permits held by Seller for the rights under operation of the Settlement Agreement transferred Business which are assignable or otherwise transferable to Oscient pursuant Buyer at no cost to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreement.Seller, as described and listed on Schedule 2.1(i);

Agreement to Purchase and Sell. Subject to On the terms and subject to the conditions contained herein, at the Closing, Reliant shall, or shall cause its Affiliates to, sell, transfer, convey and assign to Oscientset forth in this Agreement (including Article IV), and Oscient shall in consideration of the Purchase Price, the Seller agrees to sell to the Company, and does hereby sell to the Company, and the Company agrees to purchase from the Seller, and accept does hereby purchase from Reliant or its Affiliatesthe Seller, without recourse and without regard to collectibility, all of the Seller's right, title, title and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”), free and clear of all Security Intereststo: (a) each Receivable in existence and owned by the Registrations (provided that Reliant shall be permitted to retain one copy Seller as of the Registrations for archival purposesclose of the Seller's business on the date of the initial purchase under the Receivables Purchase Agreement (the "Closing Date") (other than the Receivables and Related Rights contributed by the Seller to the Company pursuant to Section 3.1 (the "Contributed Receivables")); (b) each Receivable purchased by the Promotional MaterialsSeller from the close of the Seller's business on the Closing Date to and including the Purchase and Sale Termination Date; (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license all rights to, and but not the Acquired Assets do not includeobligations under, all Related Security; (d) all monies due or to become due with respect to any rights in respect of the [***] Patents outside foregoing; (e) all books and records related to any of the United States, its territories and possessions foregoing; and (other than the right to manufacture or have manufactured the Reliant Products f) all proceeds thereof (as defined in the Settlement Agreementapplicable UCC) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created received on or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, hereof including, without limitation, sales recordsall funds which either are received by the Seller, price lists the Originators, the Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, finance charges, interest and cataloguesall other charges) in respect of Receivables, call notes and call historiesor are applied to such amounts owed by the Obligors (including, supply recordswithout limitation, customer lists and purchasing historiesinsurance payments, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, howeverif any, that Reliant any Originator, the Seller or the Servicer applies in the ordinary course of its Affiliates may retain a copy business to amounts owed in respect of any such books Receivable). All purchases and records to the extent necessary for Taxcontributions hereunder shall be made without recourse, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets but shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient be made pursuant to and in reliance upon the Assignment representations, warranties and covenants of Settlement Agreement; and the Seller set forth in this Agreement and each other Transaction Document. The Company's foregoing commitment to purchase such Receivables and the proceeds and rights described in subsections (jc) through (f) of this Section 1.1 (collectively, the rights of Reliant under "Related Rights") is herein called the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreement"Purchase Facility."

Agreement to Purchase and Sell. Subject to the terms and conditions contained hereinhereof, at the Closing, Reliant shall, or the Seller shall cause its Affiliates to, sell, transferassign, convey convey, transfer and assign deliver to Oscientthe Purchaser, and Oscient the Purchaser shall purchase purchase, acquire and accept from Reliant or its Affiliatesthe Seller, all of Seller’s right, titletitle and interest in and to, except for the Excluded Assets, all of its assets, properties and rights of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, whether or not carried on the books of the Seller, and interest of Reliant wherever situated, in existence on the date hereof and its Affiliates in any additions thereto on or before the Closing (such assets, properties and rights being referred to the following assets of Reliant or its Affiliates (collectively, as the “Acquired Purchased Assets”), free and clear of all Security InterestsEncumbrances other than Permitted Encumbrances. The Purchased Assets shall include, without limitation, the Seller’s right, title and interest in and to the following assets, properties and rights: (a) the Registrations (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes)all inventory, including finished goods, supplies, raw materials, works in progress, spare, replacement and component parts, and other inventory property owned by Seller; (b) the Promotional Materialscash, cash equivalents and marketable securities; (c) the Product Intellectual Property (it being agreed all security and acknowledged that (i) Reliant does not have a license toother deposits, advances, performance and the Acquired Assets do not includeother bonds, any rights in respect of the [***] Patents outside the United States, its territories pre-paid expenses and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories credits and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient)deferred charges; (d) the Assigned Contracts all fixed assets, tangible personal property, vehicles, equipment, machinery, tools, furnishings, computer hardware and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.fixtures; (e) the InventoryAssumed Contracts; (f) any the Leased Real Property and all licenses, permits, approvals, easements and other rights relating thereto (to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant which Seller has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than rights under the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereofapplicable lease); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the InventorySeller Intellectual Property; (h) to the extent permitted by Law Receivables, the proceeds thereof, and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contractssecurity therefor; (i) the rights under the Settlement Agreement transferred to Oscient pursuant all general intangibles used by or useful to the Assignment Seller’s business including without limitation all causes of Settlement Agreementaction, lawsuits, judgments, claims and demands of any nature, whether arising by way of counterclaim or otherwise; (j) all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights; (k) all Governmental Authorizations, including those set forth in Section 3.14(b) of the Seller Disclosure Schedule; (l) all ownership interests in any Subsidiary; (m) ownership, interest and other rights in any co-operative organization or franchise organization of which the Seller is a member, including any rebates or other amounts due from such cooperative organizations or franchise organizations; (n) insurance proceeds and insurance awards receivable with respect to any of the Purchased Assets which arise from or relate to events occurring prior to the Closing; (o) information, files, correspondence, records, data, plans, reports and recorded knowledge, including customer, supplier, price and mailing lists, and all accounting or other books and records of the Seller in whatever media retained or stored, including computer programs, software, hardware, firmware and tapes; and (jp) the rights to the Syndigo Escrow; (q) all other assets, properties, rights and claims related to the operations or the conduct of Reliant under the Ethypharm Agreement transferred to Oscient Seller’s business or which arise in or from the conduct thereof. Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to this Agreement shall not include the Ethypharm Agreement Transfer Agreementassumption of any liability or obligation related to the Purchased Assets unless the Purchaser expressly assumes such liability or obligation pursuant to Section 1.3(b).

Agreement to Purchase and Sell. Subject to the terms and conditions contained hereinof this Agreement, at the Closing, Reliant shall, or shall cause its Affiliates to, sell, transfer, convey and assign to Oscient, and Oscient shall purchase and accept from Reliant or its Affiliates, all right, title, and interest of Reliant and its Affiliates in and to the following accuracy of the representations and warranties herein contained, on the Closing Date (as hereinafter defined), Seller shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase, receive and accept, as they exist on the Closing Date, all of the DE Brokerage Business and goodwill of Seller and all of Seller's right, title and interest in or to the assets and properties owned by, leased to or otherwise used by Seller in connection with the DE Brokerage Business, whether tangible or intangible, and wherever located (the "Purchased Assets"), other than the Excluded Assets (as hereinafter defined); it being understood that the Purchased Assets include, and as of Reliant or its Affiliates (collectivelythe Closing Date shall include, all of the assets necessary for the conduct by Buyer of the DE Brokerage Business as it is now and on the Closing Date shall be conducted by Seller. Without limiting the generality of the foregoing, the “Acquired Assets”), free and clear of all Security InterestsPurchased Assets shall include: (a) all rights and other assets constituting or generated by the Registrations (provided that Reliant shall be permitted to retain one copy DE Brokerage Business or used directly or indirectly in the conduct of the Registrations for archival purposesDE Brokerage Business or that are otherwise described in this Agreement as part of the Purchased Assets, including (i) all customer and client lists of the DE Brokerage Business, (ii) all exclusive and general real estate listings of the DE Brokerage Business and (iii) the exclusive right to seek to renew, extend or supersede any such listings ((ii) and (iii), collectively, the "Listings"), (iv) all publications of the DE Brokerage Business, including the "Treasury of Fine Homes" and "Folio of Fine Homes", and (v) any equity or other ownership interest in a corporation, partnership, limited liability company or other entity presently held directly in connection with the DE Brokerage Business; (b) the Promotional Materials; all furniture, furnishings, fixtures, machinery, equipment, computers and printers (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license toall connections, terminals, upgrades, replacements and the Acquired Assets do not includemodifications thereto), any rights in respect of the [***] Patents outside the United Statesleasehold improvements, its territories spare parts and possessions (other than the right to manufacture goods owned or have manufactured the Reliant Products (as defined leased by Seller and used in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and recordsDE Brokerage Business, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient pursuant all artwork, photographs and memorabilia relating to the Assignment history and development of Settlement Agreement; and the DE Brokerage Business or its predecessors (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant other than personal photographs and personal memorabilia not relating to the Ethypharm Agreement Transfer Agreement.DE Brokerage Business, but relating to or belonging to Seller's Principals and employees) and (ii) all of Seller's right, title and interest in and to the AS 400 mainframe computer (the "AS 400"), the NYNEX Meridian telephone system (the "NYNEX System") and the agreement for telephone services (the "Phone Services") used in the

Agreement to Purchase and Sell. Subject to (a) On the terms and conditions contained herein, at the Closing, Reliant shall, or shall cause its Affiliates to, sell, transfer, convey and assign to Oscienthereinafter set forth, and Oscient shall purchase in consideration of the Purchase Price, Indian Industries hereby sells to the Buyer, and accept the Buyer hereby purchases from Reliant or its AffiliatesIndian Industries, all of Indian Industries' right, title, title and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”), free and clear of all Security Intereststo: (ai) all Assigned Receivables, except that in connection with the Registrations Initial Sale Indian Industries will retain any Receivable that is sixty-one (provided that Reliant 61) or more days past due and which is identified on the attached Exhibit 2 and any such Receivable shall not be permitted sold to retain one copy of Buyer at any time following the Registrations for archival purposes)Initial Sale; (bii) all rights to, but not the Promotional Materialsobligations under, all related Contracts and all Related Property with respect thereto; (ciii) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right all monies due or to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested become due with respect to the omitted portions.foregoing; and (eiv) all Collections in respect of, and other proceeds of, such Assigned Receivables or any other of the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, foregoing including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily all funds which either are received by Indian Industries or exclusively the Buyer from or on behalf of or for credit to the Product; providedObligors in payment of any amounts owed (including, without limitation, finance charges, interest and all other charges) in respect of such Assigned Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, insurance payments, if any, that Indian Industries applies in the ordinary course of its business to amounts owed in respect of any such Assigned Receivable and the net proceeds of sale or other disposition of goods or other collateral or property of the Obligors or any other Person directly or indirectly liable for payment of such Assigned Receivable and available to be applied thereon, excluding, however, that Reliant or proceeds of returned inventory). All purchases hereunder shall be made without recourse, but shall be made pursuant to and in reliance upon the representations, warranties and covenants of Indian Industries, in its Affiliates may retain a copy capacity as seller, set forth herein. The proceeds and rights described in subsections (ii), (iii) and (iv) of any such books and records this Section 1.1(a) are herein collectively called the "Related Rights". Sales by the Seller to the extent necessary for Tax, accounting, litigation or other valid Buyer of Receivables under this Agreement may be made at the close of each business purposes; provided, further, that week of Indian Industries but shall be made no less frequently than by the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment end of Settlement Agreement; and (j) the rights each four week accounting period of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer AgreementIndian Industries.

Agreement to Purchase and Sell. Subject to the terms and conditions contained hereinof this Agreement and except as otherwise specifically provided in Section 2.2, at the Closing, Reliant shallClosing the Seller Parties will, or shall will cause its their respective Affiliates to, grant, sell, transferassign, convey transfer and assign deliver to OscientBuyer or its nominee, and Oscient shall Buyer or such nominee will purchase and accept from Reliant or its Affiliates, all right, title, and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”)acquire, free and clear of all Security InterestsLiens other than Permitted Liens, all right, title and interest of, in and to all of the assets, properties, rights (contractual or otherwise) and interests owned, used, occupied or held by or for the benefit of any Seller Party Relating to the Business, wherever located (all such assets, properties and rights collectively referred to herein as the “Purchased Assets”), including, without limitation, all of the following: (a) all machinery, equipment (including, without limitation, computer hardware), tooling, parts, furniture, data and telephone equipment supplies and other tangible personal property of any Seller Party used in Relation to the Registrations (provided that Reliant shall be permitted to retain one copy of Business including, without limitation, the Registrations for archival purposespersonal property listed on Schedule 2.1(a); (b) all raw materials, component parts, production and non-production supplies, work-in-process and finished goods inventory and other inventory of any Seller Party Related to the Promotional MaterialsBusiness (the “Inventory”); (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered all Permits held by or on behalf of Oscient after the Closing relating issued to any of Seller Party in Relation to the clinical development and methods of use of Business (to the Productextent the same are transferable) including, in any formulation or dosage formwithout limitation, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by OscientPermits listed on Schedule 2.1(c); (d) all Intellectual Property that any Seller Party owns or has the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect right to use in Relation to the omitted portions.Business (collectively, the “Purchased Intellectual Property”) including, without limitation, the Intellectual Property listed on Schedule 2.1(d); (e) all claims and rights under all Contracts to which any Seller Party is a party that Relate to the InventoryBusiness (the “Purchased Agreements”) including, without limitation, the Contracts listed on Schedule 2.1(e); (f) all accounts receivable and notes receivable, deposits, prepaid expenses and other miscellaneous tangible and intangible assets of any and all rights Seller Party Relating to developthe Business, market and promote any Combination Productincluding, other than Excluded Combination Products without limitation, the items listed on Schedule 2.1(f) (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related subject to combination products increases or products other than decreases therein in the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereofOrdinary Course); (g) any all causes of action, judgments, claims or benefits in, to demands of whatever kind or under any express or implied warranties from suppliers of goods or services relating description Relating to the InventoryBusiness that any Seller Party has or may have against any Person; (h) all information, files, correspondence, records, data, plans, reports and recorded knowledge Relating to the extent permitted by Law Business, including all customer, supplier and in each case to the extent in Reliant’s possession price and mailing lists; all accounting or reasonably available to Reliant without the need to incur any undue expense, all other books and records; and all information and records related to the operation and maintenance of the Purchased Assets, in whatever media retained or stored, including, without limitation, sales records, price lists computer programs and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Productdisks; provided, however, that Reliant or its Affiliates may retain a the Seller Parties shall be permitted to keep and utilize one copy of any all such books information and records to for the extent necessary limited purpose of concluding their involvement in the Business and for Taxcomplying with Applicable Law as long as such use, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any other use or disclosure of such information contained therein) or and records by the Bundled ContractsSeller Parties and their Affiliates, does not constitute a violation of the restrictive covenants set forth in Section 6.9; (i) all telephone numbers of the rights under the Settlement Agreement transferred to Oscient pursuant Seller Parties Related to the Assignment of Settlement AgreementBusiness, including the telephone numbers set forth on Schedule 2.1(i); and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant all goodwill Relating to the Ethypharm Agreement Transfer AgreementBusiness.

Agreement to Purchase and Sell. Subject to the terms and conditions contained hereinhereof, at the Closing, Reliant shall, or the Sellers shall cause its Affiliates to, sell, transferassign, convey transfer and assign deliver to Oscientthe Purchaser, and Oscient the Purchaser shall purchase purchase, assume, acquire and accept from Reliant or its Affiliatesthe Sellers, all right, title, title and interest of Reliant and its Affiliates the Sellers in and to, except for the Excluded Assets, all of their respective assets, properties and rights of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, and wherever situated, in existence on the Closing Date (such assets, properties and rights being referred to the following assets of Reliant or its Affiliates (collectively, as the “Acquired Assets”), free and clear of all Security InterestsLiens. The Assets shall include, without limitation, each Seller’s right, title and interest in and to the following assets, properties and rights: (a) the Registrations deposits, advances (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposesincluding employee advances), Pre-Paid Expenses and credits; (b) all accounts or notes receivable of, and any other amounts due to, such Seller, including the Promotional Materialsproceeds thereof and any security therefor; (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license toall inventory of such Seller, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient)wherever located; (d) the Assigned Contracts all fixed assets, vehicles, equipment, machinery, tools, furnishings, computer hardware and Orders; [***]: Certain information fixtures, and all other tangible personal property, including those items set forth on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.Schedule 2.1(d); (e) all Contracts, including the InventoryContracts set forth on Schedule 2.1(e) (the “Assumed Contracts”); (f) all causes of action, lawsuits, judgments, claims and demands of any and all rights nature, whether arising by way of counterclaim or otherwise, relating to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products the Assets or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof)Business; (g) any claims or benefits in, to or under any all express or implied warranties from suppliers of goods or services guarantees, warranties, representations, covenants, indemnities and similar rights relating to the InventoryAssets or the Business; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expenseall Licenses, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contractsincluding those set forth on Schedule 4.26; (i) the Intellectual Property and the Trade Secrets, and all Intellectual Property and Trade Secrets rights under associated with the Settlement Agreement transferred foregoing; (j) all insurance claims, proceeds and awards receivable with respect to Oscient pursuant any of the Assets that arise from or relate to events occurring prior to or on the Closing Date; (k) the Real Property; (l) information, files, correspondence, records, data, plans, reports, and recorded knowledge, including customer, supplier, price and mailing lists, and all accounting or other books and records of the Sellers in whatever media retained or stored, including computer programs and disks, provided however, the Purchaser shall provide copies of such of the foregoing to the Assignment Sellers and the Shareholders in the case of Settlement Agreementan audit or as shall be necessary in the defense of an action (or as a third party plaintiff in connection with the defense of an action) by any Governmental Authority or any other Person alleged against Sellers and/or Shareholders subsequent to Closing; (m) all rights to Strathmore Products’ bank accounts, including the Reserve Account, and all Cash of any Seller as of the Effective Date and continuing until the Closing; and (jn) any and all goodwill related to or arising from the rights of Reliant under Sellers or the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer AgreementBusiness.

Agreement to Purchase and Sell. Subject to the terms and conditions contained herein------------------------------ of this Agreement, at the Closing, Reliant shall, or shall cause its Affiliates to, sell, transfer, convey and assign to Oscient, and Oscient shall purchase and accept from Reliant or its Affiliates, all right, title, and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”), free and clear of all Security Interests: (a) the Registrations (provided that Reliant shall be permitted to retain one copy each of the Registrations for archival purposes); (b) the Promotional Materials; (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products Closings (as defined in the Settlement AgreementSection 5.1 hereto) outside the United Statesand except as set forth on Schedule 1.2(a), each Seller/Contributor shall convey --------------- and transfer its territories entire right, title and possessions solely for distribution and sale interest in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or Properties identified on behalf of Oscient after the Schedule 1.2 as being transferred at that Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.Partnership ------------ including, without limitation 1.2.1 All buildings, improvements, structures and Fixtures (eas hereinafter defined) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it now located or presently being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect constructed on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and recordsProperties, including, without limitation, sales recordssidewalks, price lists landscaping, parking lots and cataloguesstructures, call notes roads, drainage and call historiesall above ground and underground utility structures and conduits (on-site or off- site), supply recordsequipment systems and other so-called "infrastructure" improvements that are not Excluded Personal Property (as hereafter defined) (the "Improvements"); 1.2.2 All equipment, customer lists machinery, fixtures, and purchasing historiesother items of real and/or personal property, inventory records including all components thereof, located in, on or used in connection with, and correspondence fileswhich are permanently affixed to or incorporated into, relating primarily or exclusively the Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, and similar systems, all of which, to the Product; providedgreatest extent permitted by law, howeverare hereby deemed to constitute real estate, that Reliant or its Affiliates may retain a copy of any such books together with all replacements, modifications, alterations and records additions thereto (collectively the "Fixtures") The right, title and interest in the Properties to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets be transferred shall not include either the Pricing Contracts (all furniture, equipment, inventory and other items of movable personal property whether or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred not attached to Oscient pursuant such Properties that relate to the Assignment business conducted on such Properties that may readily be removed from such Properties without material damage whether or not such items might legally be considered to be "fixtures," ("Excluded Personal Property"). The interests and Properties to be transferred as herein provided are hereinafter collectively referred to as the "Contribution." The Sellers/Contributors shall transfer, cover or contribute each Property free and clear of Settlement Agreement; and (j) the rights all liabilities, obligations and commitments of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer AgreementSellers/Contributors and free and clear of all liens and encumbrances other than Permitted Exceptions.

Agreement to Purchase and Sell. Subject to (a) On the terms and conditions contained herein, at the Closing, Reliant shall, or shall cause its Affiliates to, sell, transfer, convey and assign to Oscienthereinafter set forth, and Oscient shall purchase in consideration of the Purchase Price, Seller hereby sells to the Buyer, and accept the Buyer hereby purchases from Reliant or its Affiliates, Seller all of Seller's right, title, title and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”), free and clear of all Security Intereststo: (ai) the Registrations all Assigned Receivables, except that Seller will retain any Receivable that is sixty-one (provided that Reliant 61) or more days past due and any such Receivable shall not be permitted sold to retain one copy of the Registrations for archival purposes)Buyer at any time; (bii) all rights to, but not the Promotional Materialsobligations under, all related Contracts and all Related Property with respect thereto; (ciii) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right all monies due or to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested become due with respect to the omitted portions.foregoing; and (eiv) all Collections in respect of, and other proceeds of, such Assigned Receivables or any other of the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, foregoing including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily all funds which either are received by Seller or exclusively the Buyer from or on behalf of or for credit to the Product; providedaccount debtors obligated to pay the Assigned Receivables (the "Obligors") in payment of any amounts owed (including, without limitation, finance charges, interest and all other charges) in respect of such Assigned Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, insurance payments, if any, that Seller applies in the ordinary course of its business to amounts owed in respect of any such Assigned Receivable and the net proceeds of sale or other disposition of goods or other collateral or property of the Obligors or any other Person directly or indirectly liable for payment of such Assigned Receivable and available to be applied thereon, excluding, however, that Reliant or proceeds of returned inventory). All purchases hereunder shall be made without recourse, but shall be made pursuant to and in reliance upon the representations, warranties and covenants of Seller in its Affiliates may retain a copy capacity as seller, set forth herein. The proceeds and rights described in subsections (ii), (iii) and (iv) of any such books and records this Section 1.1(a) are herein collectively called the "Related Rights". Sales by the Seller to the extent necessary for Tax, accounting, litigation or other valid Buyer of Receivables under this Agreement may be made at the close of each business purposes; provided, further, that week of Seller but shall be made no less frequently than by the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment end of Settlement Agreement; and (j) the rights each four week accounting period of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer AgreementSeller.

Agreement to Purchase and Sell. Subject to the terms and conditions contained hereinhereof, at the Closing, Reliant the Seller shall, or and shall cause its Affiliates each of the Seller Subsidiaries to, sell, transferassign, convey transfer and assign deliver to Oscientthe Purchaser, and Oscient the Purchaser shall purchase purchase, acquire and accept from Reliant or its Affiliatesthe Seller and the Seller Subsidiaries, all rightthe assets, title, properties and interest rights of Reliant the Seller and its Affiliates in and the Seller Subsidiaries related to the following assets Business as of Reliant or its Affiliates the Closing Date as listed below, except for the Excluded Assets (collectivelyas defined below) (such assets, properties and rights being referred to as the “Acquired Assets”), free and clear of all Security Interests:): (a) the Registrations (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes)Transferred Tangible Assets; (b) the Promotional MaterialsTransferred Inventory; (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient)Transferred Patents; (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.Transferred Trademarks; (e) the InventoryTransferred Other IP; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof)Transferred Technology; (g) all causes of action, claims and demands of any claims nature arising under or benefits in, to or under any express or implied warranties from suppliers of goods or services relating with respect to the InventoryTransferred Patents, including all claims and damages for the past or future infringement of any of the Transferred Patents; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Assumed Contracts; (i) the rights under Exclusive Permits, including but not limited to those Governmental Authorizations set forth on Schedule 1.1(i) of the Settlement Agreement transferred to Oscient pursuant Seller Disclosure Schedules, but only to the Assignment extent that the Seller is legally permitted to assign or transfer such Governmental Authorizations; (j) to the extent permitted by applicable Laws, originals of Settlement Agreementall books and records that are exclusive to the Business, including inventor notebooks, Patent disclosures, Patent files and other documents related to the Transferred IP; and (jk) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer AgreementAdditional Transferred Assets.

Agreement to Purchase and Sell. Subject Seller hereby agrees to sell, and Buyer hereby agrees to buy, subject to the terms and conditions contained hereinof this Agreement, at the Closingfollowing real and personal property (collectively, Reliant shall, or shall cause its Affiliates to, sell, transfer, convey and assign to Oscient, and Oscient shall purchase and accept from Reliant or its Affiliates, all right, title, and interest of Reliant and its Affiliates the "Property"): 1.1 Fee simple title in and to the following assets of Reliant or its Affiliates land described on EXHIBIT A attached hereto, together with all easements, rights, privileges and benefits appurtenant thereto (collectively, the “Acquired Assets”"Land"), free and clear of all Security Interests: (a) the Registrations (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes); (b) the Promotional Materials; (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not includebuildings and other improvements thereon (collectively, any rights the "Improvements"). The Land and the Improvements are collectively referred to as the "Real Property"; 1.2 All of Seller's right, title and interest, if any, in respect and to fixtures now used in connection with the operation of the [***] Patents outside Improvements and located therein including, without limiting the United Statesgenerality of the foregoing, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development following: boilers, pumps, tanks, electric panel switchboards, lighting equipment and methods of use of the Productwiring, in any formulation or dosage formheating, plumbing, ventilating and air conditioning apparatus and equipment, elevators, escalators, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the Inventory; (f) any conveyors, and all rights to develop, market other tangible personal property owned by Seller and promote any Combination Product, other than Excluded Combination Products (it being agreed located and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than used at the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and recordsReal Property, including, without limitation, sales recordsthe items of personal property set forth in EXHIBIT I attached hereto (collectively, price lists the "Personalty") (without limitation, the Personalty shall include all individual cubicles and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to furniture (including conference room furniture) currently located at the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets Real Property but shall not include either (a) free-standing furniture within the Pricing Contracts private offices at the Real Property), or (b) all computer equipment, PBX and telephone equipment, and networking equipment located at or any information contained therein) or in the Bundled ContractsReal Property; 1.3 All of Seller's right, title and interest, if any, in and to all intangible property necessary for the future operation or maintenance of the Real Property, including, without limitation, all licenses, permits and warranties, excluding therefrom (i) the rights under the Settlement Agreement transferred to Oscient pursuant tradenames, names, logos signs and identifications, "Folio", "Folio Corporation", "Open Market", "Open Market, Inc.", and all derivatives thereof; and (ii) all patents, trademarks, copyrights, processes, intellectual property and other intangible property used in connection with or related to the Assignment business operations of Settlement Agreementthe Seller and its affiliates (as distinct from those necessary for the future operation or maintenance of the Real Property); and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreement.

Agreement to Purchase and Sell. Subject to On the terms and subject to the conditions contained hereinset forth in this Agreement, at the Closing, Reliant shall, or shall cause its Affiliates to, sell, transfer, convey and assign Seller hereby agrees to Oscientsell to the Buyer, and Oscient shall the Buyer hereby agrees to purchase and accept from Reliant Seller from time to time on or its Affiliatesafter the Purchase Agreement Effective Date, but before the Borrower Purchase Termination Date (as defined in Section 1.4), all of the Seller’s right, title, title and interest of Reliant and its Affiliates (but not obligations) in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”), free and clear of all Security Intereststo: (a) each Subject Receivable now or hereafter acquired by the Registrations Seller under the Intermediate Purchase Agreement to but excluding the Borrower Purchase Termination Date (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposesas defined below); (b) all Related Security with respect to any of the Promotional Materialsforegoing Subject Receivables; (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products all Related Rights (as defined in the Settlement Intermediate Purchase Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating with respect to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient)foregoing Subject Receivables; (d) to the Assigned Contracts extent not already covered in clause (c) above, (i) all monies due or to become due to the Seller with respect to any of the foregoing; (ii) all books, records and Orders; [***]: Certain other information of the Seller to the extent related to any of the foregoing; (iii) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by the Seller on this page has been omitted or after the Cut-Off Date (as defined in the Intermediate Purchase Agreement) in respect of the Subject Receivables or Related Security, (including all Collections described in Section 1.1(f) of the Intermediate Purchase Agreement) other than Excluded Amounts; (iv) all rights, remedies, powers, privileges, title and filed separately with the Commission. Confidential treatment has been requested interest (but not obligations) with respect to the omitted portions.Subject Receivables sold or contributed hereunder; and US-DOCS\149440763.13 (ev) all rights, remedies, powers, privileges, title and interest (but not obligations) in and to all Controlled Accounts and Collateral Agent Deposit Accounts into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the Inventory; (f) any and all rights to developapplicable UCC). All purchases hereunder shall be made without recourse, market and promote any Combination Productbut shall be made pursuant to, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in reliance upon, the representations, warranties and covenants of the Seller set forth in this Agreement and each case other Loan Document to which they are a party. No obligation or liability to any Account Debtor or any other Person on any Receivable is intended to be assumed by the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expenseBuyer hereunder, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books assumption is expressly disclaimed. The Buyer’s foregoing agreement to purchase Subject Receivables and records to the extent necessary for Taxproceeds and rights described in clauses (c) and (d) (collectively; the “Related Rights”), accounting, litigation or other valid business purposes; provided, further, that is herein called the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreement“Borrower Purchase Facility.”

Agreement to Purchase and Sell. Subject to the terms and conditions contained hereinset forth herein and except for the Retained Assets, at the Closing, Reliant shallbut effective as of the Effective Time, or Sellers and Owner shall cause its Affiliates tosell, sellconvey, transfer, convey and assign to Oscientassign, and Oscient deliver to Purchaser, and Purchaser shall purchase and accept from Reliant or its Affiliatesacquire, all right, title, and interest of Reliant and its Affiliates in and to the following assets itemized listing of Reliant or its Affiliates properties and rights owned by Sellers and specified in this Agreement (collectively, the “Acquired Rights and Assets”), free and clear of all Security InterestsLiens whatsoever: (a) inventory used or held for use in the Registrations (provided that Reliant shall be permitted to retain one copy operation of the Registrations for archival purposesBusinesses with respect to the Products (as later defined herein), as further described in Section 1.2(d); (b) title to all manufacturing and related equipment related to collagen human wound care, and products and associated usages as set forth on Schedule 1.1(b) (each the Promotional Materials;“Current Products” and “Future Products” as noted on Schedule 1.1(b), and collectively the “Products”), (c) certain intangible assets relating to the Product Intellectual Property (it being agreed operation of the Businesses, specifically, all patents, patent applications, regulatory 510(k)s, trademarks, tradenames and acknowledged that (iintellectual properties set forth on Schedule 1.1(c) Reliant does not have a license tohereto, and, proprietary rights, going concern value, and the Acquired Assets do not include, any rights goodwill in respect of or arising from the [***] Patents outside the United States, its territories and possessions operation thereof (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales recordsgoodwill associated with all trademarks and tradenames listed in Schedule 1.1(c) collectively, price lists the “Transferred IP”). Purchaser shall have primary responsibility for transfer of UDI codes and cataloguessimilar regulatory information and Seller shall reasonably cooperate in furtherance of said process; and (d) assignment of that certain Exclusive License Agreement dated May 18, call notes 2018 by and call historiesbetween Applied and CGI Cellerate Rx, supply recordsLLC (the “License Agreement”). Notwithstanding the foregoing, customer lists the transfer of the Rights and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or assumption of any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient pursuant Liability related to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer AgreementRights and Assets unless expressly assumed by Purchaser in Section 1.6.

Agreement to Purchase and Sell. Subject to On the terms and subject to the conditions contained hereinset forth in this Agreement (including Article V), at and in consideration of the ClosingPurchase Price, Reliant shall, or shall cause its Affiliates to, Transferor agrees to sell, assign and transfer, convey and does hereby sell, assign and transfer to OscientCR LLC, and Oscient shall purchase CR LLC agrees to purchase, and accept does hereby purchase, from Reliant or its AffiliatesTransferor, all of Transferor's right, title, title and interest of Reliant and its Affiliates in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”), free and clear of all Security Intereststo: (a) all Receivables transferred to Transferor from the Registrations (provided that Reliant shall be permitted Parent Originator pursuant to retain one copy Section 2.1 of the Registrations for archival purposes);First Tier Agreement. (b) all rights to, but not the Promotional Materialsobligations under, related Contracts and Related Security with respect to such Receivables; (c) all Collections with respect to such Receivables, Contracts and Related Security; (d) all rights of Transferor under the Product Intellectual Property First Tier Agreement; (it being agreed e) all books and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, records related to any rights in respect of the [***] Patents outside foregoing; and (f) all proceeds of the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products foregoing (as defined in the Settlement AgreementUCC) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created received on or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the Inventory; (f) any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, hereof including, without limitation, sales recordsall funds which either are received by Transferor or the Servicer from or on behalf of the Obligors in payment of any amounts owed in respect of Receivables, price lists or are applied to such amounts owed by the Obligors (the proceeds and cataloguesrights described in subsections (b), call notes (c), (d), (e) and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to (f) of this Section 2.1 being collectively called the Product"Related Rights"); provided, howeverthat, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets Related Rights shall not include either any interests in any returned, repossessed or foreclosed goods and/or merchandise the Pricing Contracts (sale of which gave rise to a Receivable. All purchases hereunder shall be made without recourse, but shall be made pursuant to and in reliance upon the representations, warranties and covenants of Transferor, in its capacity as seller, set forth in each Transaction Document. CR LLC's foregoing commitment to purchase such Receivables and the Related Rights is herein called the "Purchase Facility". It is the intention of the parties hereto that each conveyance of Receivables and Related Rights hereunder shall constitute a sale, which sale is absolute and irrevocable and provides CR LLC with the full benefits of ownership of the Receivables and Related Rights. If, notwithstanding such intention, any sale by Transferor of Receivables or Related Rights hereunder shall be characterized as a secured loan or such sale for shall any information contained therein) reason be ineffective or the Bundled Contracts; (i) the rights unenforceable, then this Agreement shall be deemed to constitute a security agreement under the Settlement Agreement UCC and other applicable law. For this purposes and without being in derogation of the parties' intention that the sale of Receivables and Related Rights hereunder shall constitute a true sale, Transferor hereby grants to CR LLC a security interest in all of Transferor's right, title and interest to and under all Receivables which are now or hereafter arising, all Related Rights with respect thereto and all Collections and other proceeds thereof to secure the prompt and complete payment of a loan deemed to have been made in the amount equal to the Purchase Price of Receivables transferred to Oscient pursuant CR LLC hereunder. In respect thereof, CR LLC and its assigns shall have all rights and remedies provided to the Assignment of Settlement Agreement; and (j) the rights of Reliant a secured creditor under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer AgreementUCC and other applicable law which rights and remedies shall be cumulative.

Agreement to Purchase and Sell. Subject At the Closing, in accordance with and pursuant to the terms and conditions contained hereinof this Agreement, at for the Closingconsideration specified in Section 2.6, Reliant shall, or Seller Parent and its Subsidiaries shall cause its Affiliates togrant, sell, transfer, convey convey, assign and assign deliver to OscientBuyer, and Oscient Buyer shall purchase and accept from Reliant or Seller Parent and its AffiliatesSubsidiaries, all right, title, title and interest of Reliant Seller Parent and its Affiliates Subsidiaries, as of the Closing, in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”)): (a) the Transferred Shares, free and clear of all Security Interests: Liens, other than the Permitted Liens described in clauses (ah) the Registrations and (provided that Reliant shall be permitted to retain one copy i) of the Registrations for archival purposes);definition thereof; and (b) the Promotional Materialsfollowing assets, properties, rights and interests, except if specifically identified as Excluded Assets, free and clear of all Liens, other than Permitted Liens (collectively, the “Transferred Assets”): (i) all Products; (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the all Inventory; (fiii) any and all of the rights to developthe fixed and other tangible personal property and equipment primarily related to or used primarily in connection with the Business, market including materials, prototypes, tools, supplies, vehicles, furniture, fixtures, improvements to property and promote other tangible assets whether owned or leased by Sellers or any Combination Productof their Affiliates, other than Excluded Combination Products any of the foregoing located at the Business Leased Real Property (it being agreed and acknowledged thatcollectively, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof“Equipment”); (g) any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) to the extent permitted by Law and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent Equipment necessary for Tax, accounting, litigation or other valid business purposesSeller Parent to provide any services under the Transition Services Agreement shall be transferred to Buyer at such time(s) set forth in the Transition Services Agreement; provided, provided further, that the Acquired Assets expense of moving any such Equipment shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contractsbe borne by Buyer; (iiv) all Intellectual Property owned by Seller Parent or any of its Subsidiaries and primarily used or held for use in connection with the conduct of the Business, including, without limitation to the foregoing, the following Intellectual Property (all of the Intellectual Property in this Section 2.1(b)(iv), the “Transferred Intellectual Property”): (A) the rights under the Settlement Agreement transferred to Oscient pursuant patents and patent applications listed on Schedule 2.1(b)(iv)(A) and all other Patent Rights owned by Seller Parent or any of its Subsidiaries primarily related to the Assignment Business (the “Patents”); (B) the patents and patent applications listed on Schedule 2.1(b)(iv)(B) and all other Patent Rights in-licensed by Seller Parent or any of Settlement Agreementits Subsidiaries primarily related to the Business (the “Licensed Patents”); (C) the Trademark Rights listed on Schedule 2.1(b)(iv)(C) and all other Trademark Rights, applications and registrations, owned by Seller Parent or any of its Subsidiaries primarily related to the Business, together with all common law rights and goodwill associated therewith (the “Marks”); (D) the Trademark Rights listed on Schedule 2.1(b)(iv)(D) and all other Trademark Rights in-licensed by Seller Parent or any of its Subsidiaries primarily related to the Business, together with all common law rights and goodwill associated therewith (the “Licensed Marks”); (E) all trade dress, logos, packaging design, slogans and Copyrights owned by Seller Parent or any of its Subsidiaries primarily related to the Business; and (jF) all Trade Secrets owned by Seller Parent or any of its Subsidiaries primarily related to the rights of Reliant under Business; (v) subject to Section 2.5, the Ethypharm Agreement transferred Business Contracts, and all rights, benefits and interests thereunder from and after the Closing; provided, however, that such Business Contracts which Seller Parent requires in order to Oscient provide transition services to Buyer pursuant to the Ethypharm Transition Services Agreement Transfer shall be transferred or assigned to Buyer at such time(s) set forth in the Transition Services Agreement or otherwise agreed in writing by the Parties; (vi) (A) all Permits (including any applications that are in process) primarily related to or used primarily in connection with the Business or any Acquired Asset or Transferred Group Asset, including those listed on Schedule 2.1(b)(vi)(A), that are legally transferrable, and (B) all Regulatory Registrations (including any applications that are in process) primarily related to or used primarily in connection with the Business or any Acquired Asset or Transferred Group Asset, including those listed on Schedule 2.1(b)(vi)(B), and, with respect to each of (A) and (B), supported by and including: (x) the original documents under the possession of Seller Parent and its Subsidiaries evidencing the Regulatory Registrations issued to and held by Seller Parent and its Subsidiaries by the Regulatory Authorities (or if the original is not available, copies of the portions thereof related to the Products); (y) all related Regulatory Documentation (provided, however, that, if any Regulatory Documentation also covers the manufacturing, marketing or sale of the Retained Products, Seller Parent and its Subsidiaries may elect to redact those portions of Regulatory Documentation that pertain to such other products, or deliver copies of such materials unredacted, but such materials shall be subject to the confidentiality provisions of this Agreement., shall remain the property of Seller Parent and its Subsidiaries and Buyer shall have no rights with respect to such information); and

Agreement to Purchase and Sell. Subject At the Closing, in accordance with and pursuant to the terms and conditions contained hereinof this Agreement, at for the Closingconsideration stated in Section 3.2(a)(ii) and Section 2.7, Reliant Sellers shall, or and shall cause its their respective Affiliates to, grant, sell, transfer, convey convey, assign and assign deliver to OscientBuyers, and Oscient Buyers shall purchase and accept from Reliant Sellers or its any of their respective Affiliates, all right, title, and interest of Reliant Sellers and its Affiliates their respective Affiliates, as of the Closing, in and to the following assets of Reliant or its Affiliates (collectively, the “Acquired Assets”)): (a) the Transferred Shares, free and clear of all Security Interests: (a) the Registrations (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes);Liens; and (b) the Promotional Materials“Transferred Assets,” free and clear of all Liens other than Permitted Liens, comprising of: (i) all Products; (cii) all Inventory; (iii) the Product Transferred Receivables; (iv) the Transferred Owned Real Property and the Transferred Leased Real Property; (v) all of the rights to the fixed and other tangible personal property and equipment, including materials, prototypes, tools, supplies, vehicles, furniture, fixtures, improvements to the property and other tangible assets Related to the Business whether owned or leased by Sellers or any of their Affiliates (collectively, the “Equipment”); provided, however, that any such Equipment necessary for Seller Parent to provide any services under a Transition OC\1994682.10 Agreement shall be transferred to Buyers at such time(s) set forth in the applicable Transition Agreement; (vi) all IT Assets Related to the Business; provided that rights to such IT Assets do not affect rights to the data or information that may be contained in or be processed by or using such IT Assets; (vii) the patents and patent applications owned by Sellers or their Controlled Affiliates which are Related to the Business including those listed on Schedule 2.1(b)(vii) according to owner on the date hereof (the “Patents”), (ii) the patents in-licensed by Sellers or their Affiliates which are Related to the Business according to licensee on the date hereof (the “Licensed Patents”), (iii) the internet domain names, trademarks and service marks, and all applications and registrations for the foregoing, owned by Sellers or their Controlled Affiliates and Related to the Business, together with all common law rights associated with the trademarks and service marks which are the subject of such registrations and applications and the goodwill associated therewith (the “Marks”), (iv) the trademarks and service marks in-licensed by Sellers or their Controlled Affiliates and Related to the Business according to licensee on the date hereof, together with all common law rights associated with the trademarks and service marks which are the subject of any and all registrations and applications and the goodwill associated therewith (the “Licensed Marks”), (v) copyrights in (A) all design history files described in Section 2.1(b)(x), (B) the Manufacturing Instructions, (C) the Technical Information and (D) all Promotional Activities, (vi) trade dress, logos, packaging design, and slogans, copyrights in both published and unpublished works, including all compilations, in each case, solely if Related to the Business or primarily related to the Products, (vii) customized databases and customized computer programs used to operate Equipment, manuals and other documentation and all copyrights and applications thereof, and all derivatives, translations, adaptations and combinations thereof, in each case, if Related to the Business or primarily related to the Acquired Assets, (viii) the Know-How, (ix) all other Intellectual Property Related to the Business or primarily related to the Acquired Assets, (it being agreed x) all copies and acknowledged tangible embodiments thereof of each of the foregoing (in whatever form or medium), and (xi) all rights to sxx at law or in equity for all Claims or causes of actions arising out of or related to any past, present or future infringement, misappropriation or violation of any of the foregoing, including the right to receive all proceeds and damages therefrom; (xii) the Licensed Manufacturing IP (all of the foregoing in this Section 2.1(b)(vii), together with the Manufacturing Instructions and the Technical Information, the “Transferred Intellectual Property”); (viii) subject to Section 2.5, the Business Contracts, and all rights, benefits and interests thereunder; provided, however, that (i) Reliant does not have such Contracts which are Shared Business Contracts shall be subject to the provisions of Section 6.6 and (ii) such Business Contracts which Seller Parent requires in order to provide transition services to Buyers pursuant to a license to, and the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right Transition Agreement shall be transferred or assigned to manufacture or have manufactured the Reliant Products (as defined Buyers at such time(s) set forth in the Settlement applicable Transition Agreement; (i) outside the United States, its territories and possessions solely for distribution and sale Permits (including any applications that are in the United States, its territories and possessionsprocess), and (ii) the Regulatory Registrations (including any Intellectual Property developedapplications that are in process), created supported by and including: (x) the original documents under the possession of Sellers and their Controlled Affiliates evidencing the Regulatory Registrations issued to and held by Sellers and their OC\1994682.10 Controlled Affiliates by the Regulatory Authorities (or discovered if the original is not available, copies of the portions thereof related to the Products); (y) all related Regulatory Documentation; provided, however, that if any Regulatory Documentation also covers the manufacturing, marketing or sale of other products of Sellers or their Affiliates, Sellers may elect to redact those portions of Regulatory Documentation that pertain to such other products, or deliver copies of such materials unredacted but subject to the confidentiality provisions of this Agreement; and (z) all of Sellers’ and their Controlled Affiliates’ rights of reservation in any Regulatory Registrations under any agreement pursuant to which any Regulatory Registrations are held in the name of a third party; provided, however, that in each of (i) and (ii) above, any Permit or Regulatory Registration that is necessary for Seller Parent to provide any services under a Transition Agreement shall be transferred to Buyers at such time(s) set forth in the applicable Transition Agreement. Sellers shall deliver to Buyers the originals or, if applicable, copies of the Regulatory Registrations issued to and held directly by or on behalf of Oscient Sellers and their Controlled Affiliates (x) as soon as possible after the Closing relating to any of the clinical development and methods of use of the ProductDate, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Regulatory Registrations issued to and held directly by Sellers that Sellers do not need to retain to perform their respective obligations under the Ancillary Agreements; and (ey) at such time(s) set forth in the Inventoryapplicable Transition Agreement with respect to Regulatory Registrations issued to and held directly by Sellers that Sellers need to retain to perform their respective obligations under the Transition Agreements; (fx) copies of the design history files with respect to the Products; provided, however, that if any design history files also covers the design history files of other products of Sellers or any of their Controlled Affiliates, Sellers may elect to redact only those portions that pertain only to such other products and all rights not to developthe Products, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related or deliver copies of the design history files unredacted but subject to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject confidentiality provisions of NDA 21-695 as in effect on the date hereof)this Agreement; (gxi) the Manufacturing Instructions and Technical Information, and Sellers shall deliver to Buyers copies of the Manufacturing Instructions and Technical Information as soon as practicable after the Closing Date, but in any claims event no later than sixty (60) days after the Closing Date; (xii) all Books and Records, provided, however, that if any Books and Records contain any information of Sellers or benefits inany of their Affiliates not related to the Business or the employment of the Business Employees, Sellers may elect to redact those portions of such Books and Records to the extent pertaining to such other information or, in Sellers’ sole and absolute discretion, Sellers may deliver un-redacted copies of such Books and Records containing information not related to the Business or the employment of Business Employees but such information shall be subject to the confidentiality provisions of this Agreement, shall remain the property of Sellers, and Buyers shall have no rights with respect to such information; (xiii) each human clinical trial study report, if any, conducted or sponsored by Seller or any Affiliate of Seller or submitted by Seller or any Affiliate of Seller to the FDA or similar Regulatory Authority with respect to the Products; (xiv) product Labeling, product advertising, marketing and promotional materials, sales training materials and all other materials Related to the Business; OC\1994682.10 (xv) all Claims (including under any express or implied warranties from suppliers warranties, guarantees or indemnities), causes of goods action, choses in action, rights of recovery and rights of set-off of any kind (including the right to sxx and recover for past infringements or services relating to the Inventory; (h) to the extent permitted by Law and misappropriations of Transferred Intellectual Property), in each case to the extent in Reliant’s possession arising from the Business or reasonably available related to Reliant without the need to incur any undue expenseAcquired Asset or Assumed Liability; (xvi) any Insurance Proceeds; (xvii) Cash, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that included in the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contractscalculation of Closing Net Cash; (ixviii) all assets related to the Transferred Entity Benefit Plans (including any assets underlying any Transferred Entity Benefit Plans that are defined benefit pension plans); (xix) all goodwill of the Business as a going concern; (xx) the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement AgreementCurrent Assets at Closing; (xxi) those assets listed on Schedule 2.1(b)(xxi); and (jxxii) the rights any other asset, property or right of Reliant under the Ethypharm Agreement transferred to Oscient pursuant Sellers and their respective Controlled Affiliates Related to the Ethypharm Agreement Transfer AgreementBusiness, whether tangible or intangible, real, personal or mixed, in each case only to the extent such items are not already transferred by way of the sale of the Transferred Shares.

Agreement to Purchase and Sell. Subject At the Closing, in accordance with and pursuant to the terms and conditions contained hereinof this Agreement, at for the Closingconsideration specified in Section 2.6, Reliant shall, or Sellers shall cause its Affiliates togrant, sell, transfer, convey convey, assign and assign deliver to OscientBuyer (and/or one or more of its designated Subsidiaries), and Oscient Buyer (and/or one or more of its designated Subsidiaries) shall purchase and accept from Reliant or its AffiliatesSellers, free and clear of all Liens other than Permitted Liens, all right, title, title and interest of Reliant and its Affiliates Sellers, as of the Closing, in and to the following assets of Reliant or its Affiliates assets, properties, rights and interests, except to the extent specifically identified as Excluded Assets (collectively, the “Acquired Assets”), free and clear of all Security Interests:): (a) the Registrations (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes)all Products; (b) the Promotional Materialsall Inventory; (ci) the Product patents, patent registrations and patent applications owned by Sellers and listed on Schedule 2.1(c)(i) (the “Patents”) and all remedies related to infringement thereof and rights to protection of interests related thereto under all applicable Laws, (ii) the patents in-licensed by Sellers and listed on Schedule 2.1(c)(ii) (the “Licensed Patents”), (iii) the internet domain names, trademarks and service marks, and all applications and registrations for the foregoing, owned by Sellers and listed on Schedule 2.1(c)(iii), together with all common and/or civil law rights associated with such trademarks and service marks and the goodwill associated therewith (the “Marks”), (iv) the trademarks and service marks in-licensed by Sellers and listed on Schedule 2.1(c)(iv), together with all common and/or civil law rights associated with such trademarks and service marks and the goodwill associated therewith (the “Licensed Marks”), (v) trade dress, logos, packaging design, and slogans, copyrights in both published and unpublished works, including all compilations, in each case, to the extent primarily related to the Business, and (vi) the Know-How to the extent primarily related to the Business (all of the foregoing in this Section 2.1(c), the “Transferred Intellectual Property Property”); (it being agreed d) subject to Section 2.5, the Business Contracts, and acknowledged that all rights, benefits and interests thereunder from and after the Closing; (i) Reliant does not have a license to, and the Acquired Assets do not include, Permits (including any rights applications that are in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreementprocess) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessionslisted on Schedule 2.1(e)(i), and (ii) the Regulatory Registrations (including any Intellectual Property developedapplications that are in process) listed on Schedule 2.1(e)(ii), created and, with respect to each of (i) and (ii), supported by and including: (A) the original documents under the possession of Sellers evidencing the Regulatory Registrations issued to and held by Sellers by the Regulatory Authorities (or discovered if the original is not available, copies of the portions thereof related to the Products); (B) all related Regulatory Documentation; provided, however, that if any Regulatory Documentation also covers the manufacturing, marketing or sale of the Retained Products, Sellers may elect to redact those portions of Regulatory Documentation that pertain to such other products, or deliver copies of such materials unredacted but such materials shall be subject to the confidentiality provisions of this Agreement, shall remain the property of Sellers and Buyer shall have no rights with respect to such information; and (C) all of Sellers’ rights of reservation in any such Regulatory Registrations under any agreement pursuant to which any such Regulatory Registrations are held in the name of a third party. Sellers shall deliver to Buyer the originals or, if applicable, copies of such Regulatory Registrations issued to and held directly by or on behalf of Oscient Sellers and their Controlled Affiliates as soon as reasonably possible after the Closing relating to any of the clinical development Date (and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient case within thirty (30) days after the Closing shall be owned solely by OscientDate); (d) the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (e) the Inventory; (f) all Books and Records; provided, however, that if any Books and all rights to develop, market and promote Records contain any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from information of Sellers or any third party (other than Ethypharm) regarding any Intellectual Property of their Affiliates not primarily related to combination products the Business or products the employment of the Transferred Employees, Sellers may elect to redact those portions of such Books and Records to the extent pertaining to such other than information or, in Sellers’ sole and absolute discretion, Sellers may deliver unredacted copies of such Books and Records containing information not primarily related to the 43mgBusiness or the employment of Transferred Employees but such information shall be subject to the confidentiality provisions of this Agreement, 87mg shall remain the property of Sellers and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof);Buyer shall have no rights with respect to such information; and (g) all rights, claims and credits of any claims kind of Seller Parent or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory; (h) its Affiliates to the extent permitted by Law related primarily to the Business, any Acquired Asset or any Assumed Liability, including all actions, claims, causes of action, rights of recovery, choses in action, rights of set off or recoupment, guarantees, warranties, indemnities, rights to payment or to enforce payment and similar rights in favor of Seller Parent and its Affiliates, in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating related primarily or exclusively to the Product; providedBusiness, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (Asset or any information contained therein) or the Bundled Contracts; Assumed Liability and (i) arising following the rights under Closing or (ii) with respect to Products sold after the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer AgreementClosing.

Agreement to Purchase and Sell. Subject At the Closing, in accordance with and pursuant to the terms and conditions contained hereinof this Agreement, at for the Closingconsideration specified in Section 2.6, Reliant Seller shall, or and shall cause its Affiliates the other Selling Parties to, sell, transfer, convey convey, assign and assign deliver to OscientBuyer, and Oscient Buyer shall purchase and accept from Reliant or its Affiliatesthe Selling Parties, free and clear of all Liens, other than Permitted Liens, all right, title, title and interest of Reliant Seller and its Affiliates Subsidiaries, as of the Closing, in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located, used primarily in connection with the Business as the same shall exist on the Closing, including all right, title and interest of the Selling Parties in, to and under the following, except to the following assets of Reliant or its Affiliates extent identified as Excluded Assets, (collectively, the “Acquired Assets”), free and clear of all Security Interests:): (a) the Registrations (provided that Reliant shall be permitted to retain one copy of the Registrations for archival purposes)all Products; (b) the Promotional Materialsall Inventory; (c) all fixed and other tangible personal property primarily related to the Product Business, including furniture, fixtures, equipment and machinery (which includes any software or related Intellectual Property (it being agreed primarily used to operate or control such equipment and acknowledged that (i) Reliant does not have a license to, and machinery to the Acquired Assets do not include, any rights in respect of the [***] Patents outside the United States, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessionsextent owned by Seller), spare parts and other tangible assets located at the Business Owned Real Property, including as listed on Schedule 2.1(c)(i) (ii) any Intellectual Property developedcollectively, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient“Equipment”); (d) (i) the Assigned Contracts Patents owned by Seller and Orders; [***]: Certain information on this page has been omitted and filed separately its Subsidiaries primarily used in connection with the Commission. Confidential treatment has been requested Business, including as listed on Schedule 2.1(d)(i), (ii) the Patents in-licensed by Seller and its Subsidiaries primarily used in connection with the Business, including as listed on Schedule 2.1(d)(ii) (the “Licensed Patents”), (iii) the Marks owned by Seller and its Subsidiaries primarily used in connection with the Business, including as listed on Schedule 2.1(d)(iii), together with all common law rights associated with such trademarks and service marks and the goodwill associated therewith, (iv) the Marks in-licensed by Seller and its Subsidiaries primarily used in connection with the Business, including as listed on Schedule 2.1(d)(iv), together with all common law rights associated with such trademarks and service marks and the goodwill associated therewith (the “Licensed Marks”), (v) trade dress, logos, packaging design, slogans, and copyrights in both published and unpublished works, including all compilations, in each case, to the extent primarily related to the Business, (vi) the Know-How owned or held by or licensed to Seller or any of its Subsidiaries to the extent primarily related to the Business, (vii) all other Intellectual Property owned or used by Seller and its Subsidiaries to the extent primarily related to the Business, and (viii) claims and causes of action with respect to the omitted portions.foregoing Intellectual Property, including all rights to and claims for damages, restitution and injunctive and other legal or equitable relief for past, present or future infringement, misappropriation or other violation thereof (all of the foregoing in this Section 2.1(d), the “Transferred Intellectual Property”); (e) subject to Section 2.5, the InventoryBusiness Contracts and all rights, benefits and interests thereunder from and after the Closing; provided, that Seller shall update Schedule 1.1(a)(i) no later than five (5) Business Days prior to the Closing Date to account for Contracts that were, in compliance with Section 6.1, entered into or that have terminated in accordance with their terms after the date of this Agreement and prior to the Closing; (f) the Permits (including any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations applications that are in process) listed on Schedule 2.1(f) to the subject of NDA 21-695 as in effect on the date hereof)extent transferable to Buyer under applicable Law; (g) any claims or benefits inthe Business Owned Real Property, to or under any express or implied warranties from suppliers of goods or services relating to the Inventorytogether will all buildings, structures, improvements, fixtures and all appurtenances thereto and all easements and other rights in respect thereof; (h) to the extent permitted by Law all Books and in each case to the extent in Reliant’s possession or reasonably available to Reliant without the need to incur any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the ProductRecords; provided, however, that Reliant if any Books and Records contain any information of Seller or any of its Affiliates Subsidiaries not primarily related to the Business or the employment of the Business Employees, Seller may retain a copy elect to redact those portions of any such books Books and records Records to the extent necessary for Taxpertaining to such other information or, accountingin Seller’s sole and absolute discretion, litigation or other valid business purposes; provided, further, that Seller may deliver unredacted copies of such Books and Records containing information not primarily related to the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) Business or the Bundled Contractsemployment of Business Employees but such information shall be subject to the confidentiality provisions of this Agreement, shall remain the property of Seller, and Buyer shall have no rights with respect to such information except to the extent otherwise provided in this Agreement; (i) the rights under the Settlement Agreement transferred to Oscient pursuant all rights, claims or causes of action against third parties to the Assignment extent primarily relating to any Assumed Liability; (j) all telephone, telex and telephone facsimile numbers and other directory listings utilized by Seller and its Subsidiaries primarily in connection with the Business, including those listed on Schedule 2.1(j); (k) all of Settlement Agreementthe Selling Parties’ rights to the extent relating to the Business under all restrictive covenant, confidentiality, non-disclosure and invention assignment agreements; (l) all goodwill of the Business as a going concern; and (jm) the rights those assets listed on Schedule 2.1(m). The parties acknowledge and agree that a single asset may fall within more than one of Reliant under the Ethypharm Agreement clauses (a) through (m) in this Section 2.1; such fact does not imply that (i) such asset shall be transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreementmore than once or (ii) any duplication of such asset is required.

Agreement to Purchase and Sell. Subject to the terms and conditions contained hereinset forth in this Agreement, at the ClosingLavenir hereby agrees to sell, Reliant shall, or shall cause its Affiliates to, sellgrant, transfer, convey convey, assign and assign deliver to OscientGMI, and Oscient shall purchase and accept from Reliant or its AffiliatesGMI agrees to purchase, on the Closing Date (as defined below), all of Lavenir's right, title, title and interest of Reliant and its Affiliates in and to all of the following assets of Reliant Lavenir related to, or its Affiliates used by Lavenir in conjunction with, the Business (collectively, except for the “Acquired retained assets set forth in Section 1.10 hereof, the "Transferred Assets”"), free and clear of all Security Interestsas described in more detail on the attached Exhibit 1.1, including, but not limited to: (a) the Registrations (provided that Reliant shall be permitted to retain one copy All of the Registrations for archival purposesreal property owned by Lavenir and used by Lavenir in the conduct of the Business, all of which real property is identified in Schedule 1.1(a); (b) All of the Promotional Materialsequipment, machinery, vehicles, furniture, fixtures, furnishings and leasehold improvements owned by Lavenir and used by Lavenir in the conduct of the Business; (c) the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license toSubject to any required third party consents, and to the Acquired Assets do not includeextent assignable, any rights Lavenir's interest in respect all real property leases to which Lavenir is a party that are used by Lavenir in the conduct of the [***] Patents outside the United StatesBusiness, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined all of which leases are identified in the Settlement AgreementSchedule 1.1(c) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property that is otherwise developed by Oscient after the Closing shall be owned solely by Oscient)hereto; (d) the Assigned Contracts Subject to any required third party consents, and Orders; [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.extent assignable, Lavenir's interest in all personal property leases to which Lavenir is a party that are used by Lavenir in the conduct of the Business and which are identified in Schedule 1.1(d); (e) All of Lavenir's inventories of supplies, raw materials, parts, finished goods, work-in-process, product labels and packaging materials used by Lavenir in the conduct of the Business and Lavenir's interest in all orders or contracts for the purchase of supplies, raw materials, parts, product labels and packaging materials used by Lavenir in the conduct of the Business (collectively, the "Inventory"); (f) Subject to any and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any required third party (other than Ethypharm) regarding any Intellectual Property related consents, and to combination products the extent assignable, Lavenir's interest in all licenses, contracts or products other than agreements with respect to the 43mgBusiness to which Lavenir is a party and, 87mg and 130mg formulations that are the subject of NDA 21-695 as including, without limitation, those identified in effect on the date hereofSchedule 1.1(f); (g) any claims All unfilled or benefits inuncompleted customer contracts, to open orders, commitments or under any express purchase or implied warranties from suppliers sales orders received and accepted by Lavenir in connection with the Business in the ordinary course of goods or services relating to the Inventorybusiness; (h) All documents or other tangible materials embodying technology or intellectual property rights owned by, licensed to or otherwise controlled by Lavenir and used by Lavenir in the conduct of the Business, whether such properties are located on Lavenir's business premises or on the business premises of Lavenir's suppliers or customers, including, without limitation all software programs (including both source and object codes) and related documentation for software used in or developed for support of the Business; (i) All rights in trademarks, service marks, trade names, corporate names, copyrights, mask works, trade secrets or other intellectual property rights owned by, licensed to or otherwise controlled by Lavenir or used in, developed for use in or necessary to the extent permitted by Law conduct of the Business as now conducted or planned to be conducted and including the rights to institute or maintain any action or investigation for and to recover damages for any past infringement thereof or any actions of unfair competition relating thereto (collectively, the "Intellectual Property Rights"); (j) All rights in each case and to the extent raster photoplotter technology and machines and computer software products of Lavenir in Reliant’s possession or reasonably available existence immediately prior to Reliant the Closing Date and documentation therefor as more specifically described on Schedule 1.1(j) (collectively, "Product Lines"), including without the need to incur any undue expenselimitation, all books Intellectual Property Rights therein, all documents, programs, processes, associated results and recordscopies constituting, describing or relating to such software programs, including without limitation, descriptions, specifications, source and object code therefor, source materials and the like (collectively, the "Software"). Without limiting the foregoing, the Software shall include any and all modifications, enhancements and improvements developed, or in process of being developed, by or on behalf of Lavenir as of the Closing Date, including but not limited to the source code thereof; (k) Lavenir's interest in the names "Lavenir, Lavenir Technology, Pulsar, Pulsar SE, ProbeMaster, FixMaster, CAMMaster, ViewMasterPRO, ViewMaster, RPG, ViewMate, NetCompare, NetConvert, RoutMaster" or any combination of words in which the above names appears or any rights associated with such names or any right to use such names in all jurisdictions in which Lavenir either currently uses any such name or has any right to use any such names; (l) All of Lavenir's books, records and other documents and information relating to the Transferred Assets or the Business, including, without limitation, all customer, prospects, dealer and distributor lists, sales literature, inventory records, price lists purchase orders and cataloguesinvoices, call notes sales orders and call historiessales order log books, supply customer information, commission records, customer lists correspondence, employee payroll records, product data, material safety data sheets, price lists, product demonstrations, quotes and purchasing histories, inventory records bids and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books all product catalogs and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contractsbrochures; (im) All accounts or notes receivable (excluding intra-company accounts, yet including all amounts from the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer Agreement.MicroCraft KK sale agreement included in 1.1

Agreement to Purchase and Sell. Subject On the basis of the representations, warranties, covenants, and agreements herein, and subject to the satisfaction or waiver of the conditions set forth herein and the terms and conditions contained hereinhereof, at the Closing, Reliant shall, or shall cause its Affiliates to, sell, transfer, convey and assign to Oscient, and Oscient the Purchaser shall purchase and accept from Reliant or its AffiliatesSeller, and Seller shall sell and transfer to the Purchaser, all right, title, title and interest of Reliant and its Affiliates Seller in and to all of the following assets of Reliant or its Affiliates Seller, other than the Excluded Assets (collectivelydefined below), wherever located (each and all of the foregoing items, the “Acquired Assets”), free and clear of all Security Interestsincluding the following: (a) all the Registrations business, properties, assets, goodwill and rights of Seller of whatever kind and nature, real or personal, tangible or intangible, owned, leased, licensed, used or held for use or license by or on behalf of Seller in the operation of its Business, including: (provided i) All tangible personal property owned or leased that Reliant shall is used or licensed, intended to be permitted used, licensed or sold, or held for use, license or sale, including, without limitation, all machinery, equipment, tools, replacement and spare parts and supplies, vehicles, computers, software, servers, furniture, appliances, the name “Orchard Valley Harvest” and all abbreviations thereof, fixtures and all other personal property, whether such tangible personal property is then held, is in transit or is in the possession of a subcontractor, licensee, consignee, agent or other person, including the assets described on Schedule 2.1(a); (ii) The leasehold estate pursuant to retain one copy of the Registrations for archival purposesReal Property Lease; and (iii) All inventories, including raw materials, work in progress and finished goods (collectively, the “Inventory”); (b) All of the Promotional MaterialsSeller Proprietary Rights; (c) Each customer and customer relationship to the Product Intellectual Property (it being agreed and acknowledged that (i) Reliant does not have a license toextent pertaining to the Business, and the Acquired Assets do not includeContract to which Seller is a party or otherwise subject or bound, or by which any rights in respect property or right of the [***] Patents outside the United StatesSeller is bound, its territories and possessions (other than the right to manufacture or have manufactured the Reliant Products (as defined in the Settlement Agreement) outside the United States, its territories and possessions solely for distribution and sale in the United States, its territories and possessions), and (ii) any Intellectual Property developed, created or discovered by or on behalf of Oscient after the Closing relating to any of the clinical development and methods of use of the Product, in any formulation or dosage form, and any Intellectual Property including each Contract that is otherwise developed by Oscient after listed on Schedule 2.1(c) but excluding any Contract that is listed on Schedule 2.2(d) (collectively, the Closing shall be owned solely by Oscient“Acquired Contracts”); (d) To the Assigned Contracts and Orders; [***]: Certain information on this page has been omitted and filed separately extent transferable, all Licenses used or useful in connection with the Commission. Confidential treatment has been requested with respect operation of Seller’s Business and any and all pending applications relating to any such Licenses, including each License listed on Schedule 2.1(d) but excluding any License that is listed on Schedule 2.2(d) (collectively, the omitted portions.“Acquired Permits”); (e) Other than as described in Section 2.2(e), all business and financial records, books and ledgers, files, plans, documents, correspondence, lists (including all customer, distributor, supplier and mailing lists), drawings, notebooks, specifications, advertising and promotional materials, marketing materials, studies, reports, equipment repair, maintenance and service records, whether written or electronically stored or however otherwise recorded, maintained or stored (including in each case all copies thereof and all rights in and to the Inventoryinformation contained therein) pertaining to Seller’s Business, the Acquired Assets or the Assumed Liabilities; (f) any All deposits, prepayments, refunds, or pre-paid costs, fees, premiums and all rights to develop, market and promote any Combination Product, other than Excluded Combination Products (it being agreed and acknowledged that, Reliant has no license from any third party (other than Ethypharm) regarding any Intellectual Property related to combination products or products other than the 43mg, 87mg and 130mg formulations that are the subject of NDA 21-695 as in effect on the date hereof)expenses; (g) All rights of Seller to and in respect of any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to the Inventory;telephone and facsimile numbers used in its Business; and (h) All Current Receivables of Seller. Notwithstanding anything to the extent permitted by Law and contrary in each case to this Section 2.1, none of the extent foregoing property or assets described in Reliant’s possession or reasonably available to Reliant without the need to incur this Section 2.1 shall include any undue expense, all books and records, including, without limitation, sales records, price lists and catalogues, call notes and call histories, supply records, customer lists and purchasing histories, inventory records and correspondence files, relating primarily or exclusively to the Product; provided, however, that Reliant or its Affiliates may retain a copy of any such books and records to the extent necessary for Tax, accounting, litigation or other valid business purposes; provided, further, that the Acquired Assets shall not include either the Pricing Contracts (or any information contained therein) or the Bundled Contracts; (i) the rights under the Settlement Agreement transferred to Oscient pursuant to the Assignment of Settlement Agreement; and (j) the rights of Reliant under the Ethypharm Agreement transferred to Oscient pursuant to the Ethypharm Agreement Transfer AgreementExcluded Assets.