Common use of Agreements to Purchase and Sell Clause in Contracts

Agreements to Purchase and Sell. Subject to the terms and conditions contained herein, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, free and clear from all Encumbrances (except the Permitted Encumbrances), all of Seller’s right, title and interest in and to all of the properties, assets, and other rights of every kind and nature, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by Seller as of the Closing, in each case to the extent primarily relating to or used in the Business regardless of where such assets are located (collectively, the “Purchased Assets”), including but not limited to the following: (a) all cash needed to conduct the Seller’s first scheduled promotion following the Closing; (b) all accounts receivable, notes and notes receivable and other receivables (whether or not billed) relating to the Business (collectively, the “Accounts Receivable”) to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the Closing; (c) all lighting, trusses, machinery, tools, spare parts, vehicles, furniture, fixtures, fighter cages and other equipment and other tangible personal property (excluding Inventory) of the Business (collectively, the “Equipment”), including such Equipment identified on Schedule 2.1(c), and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with the Equipment; (d) all contracts and agreements of Seller including, without limitation, leases, licenses, sponsorship agreements, agreements with fighters and managers, employment agreements, non-competition and non-solicitation agreements, agreements with event venues, open quotations and bids from or to Seller’s suppliers, customers or potential customers, and other agreements, whether oral or written, relating to or used in the Business, including those identified on Schedule 2.1(d) (collectively, the “Assumed Contracts”); (e) all rights under the all leases and subleases of real property relating to or used in the Business and listed on Schedule 2.1(e) (“Real Estate Leases”); (f) all deposits, prepayments and prepaid expenses or other similar current assets used in the Business; (g) all transferable approvals, authorizations, certifications, consents, variances, permissions, licenses and Permits to or from, or filings, notices or recordings to or with, any Governmental Authority used in the Business; (h) all inventory, including all raw materials, work-in-process, finished goods, packaging materials, office supplies, maintenance supplies, spare parts and similar items used or intended for use in connection with the Business (“Inventory”); (i) all leasehold improvements constructed by Seller or provided by landlords for Seller, subject to the rights and obligations under the Real Estate Leases; (j) all sales and marketing information, including all customer records and sales history with respect to customers (including invoices), sales and marketing records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and records of every kind, tangible data, customer lists (including appropriate contact information), vendor and supplier lists, service provider lists, promotional literature and advertising materials, catalogs, data books and records, of the Seller, relating to the Business; (k) all Intellectual Property Rights related to the Business, including the goodwill of the business related thereto (collectively, the “Transferred Intellectual Property”); (l) all records, reports and information files of Seller relating to the Business (including business development and development history files); (m) all claims, warranties, guarantees, refunds, causes of action, defenses, counterclaims, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (including rights to insurance proceeds) related to the Business, received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets, except for any of the foregoing to the extent they arise under the Excluded Assets; (n) to the extent transferable, all telephone and facsimile numbers and Internet domain addresses, in each case related to the Purchased Assets, including, without limitation, those described on Schedule 2.1 (n); (o) all other assets used in connection with the Business and not retained by Seller pursuant to Section 2.2.

Agreements to Purchase and Sell. Subject to the terms and conditions contained herein, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, free and clear from all Encumbrances (except the Permitted Encumbrances), all of Seller’s right, title and interest in and to all of the properties, assets, and other rights of every kind and nature, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by Seller as of the Closing, in each case to the extent primarily relating to or used in the Business regardless of where such assets are located (collectively, the “Purchased Assets”), including but not limited to the following: (a) all cash needed to conduct the Seller’s first scheduled promotion following the Closingcash; (b) all accounts receivable, notes and notes receivable and other receivables (whether or not billed) relating to the Business (collectively, the “Accounts Receivable”) to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the Closing); (c) all lighting, trusses, machinery, tools, spare parts, vehicles, furniture, fixtures, fighter cages and other equipment and other tangible personal property (excluding Inventory) of the Business (collectively, the “Equipment”), including such Equipment identified on Schedule 2.1(c), and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with the Equipment; (d) all contracts and agreements of Seller including, without limitation, leases, licenses, sponsorship agreements, agreements with fighters and managers, employment agreements, non-competition and non-solicitation agreements, agreements with event venues, open quotations and bids from or to Seller’s suppliers, customers or potential customers, and other agreements, whether oral or written, relating to or used in the Business, including those identified on Schedule 2.1(d) (collectively, the “Assumed Contracts”); (e) all rights under the all leases and subleases of real property relating to or used in the Business and listed on Schedule 2.1(e) (“Real Estate Leases”); (f) all deposits, prepayments and prepaid expenses or other similar current assets used in the Business; (g) all transferable approvals, authorizations, certifications, consents, variances, permissions, licenses and Permits to or from, or filings, notices or recordings to or with, any Governmental Authority used in the Business; (h) all inventory, including all raw materials, work-in-process, finished goods, packaging materials, office supplies, maintenance supplies, spare parts and similar items used or intended for use in connection with the Business (“Inventory”); (i) all leasehold improvements constructed by Seller or provided by landlords for Seller, subject to the rights and obligations under the Real Estate Leases; (j) all sales and marketing information, including all customer records and sales history with respect to customers (including invoices), sales and marketing records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and records of every kind, tangible data, customer lists (including appropriate contact information), vendor and supplier lists, service provider lists, promotional literature and advertising materials, catalogs, data books and records, of the Seller, relating to the Business; (k) all Intellectual Property Rights related to the Business, including the goodwill of the business related thereto (collectively, the “Transferred Intellectual Property”); (l) all records, reports and information files of Seller relating to the Business (including business development and development history files); (m) all claims, warranties, guarantees, refunds, causes of action, defenses, counterclaims, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (including rights to insurance proceeds) related to the Business, received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets, except for any of the foregoing to the extent they arise under the Excluded Assets; (n) to the extent transferable, all telephone and facsimile numbers and Internet domain addresses, in each case related to the Purchased Assets, including, without limitation, those described on Schedule 2.1 (n); (o) all other assets used in connection with the Business and not retained by Seller pursuant to Section 2.2.

Agreements to Purchase and Sell. Subject to the terms and conditions contained herein, at the Closing, Closing Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, free and clear from all Encumbrances (except the Permitted Encumbrances), all of Seller’s right, title title, and interest of Seller in and to all the following assets of the properties, assets, and other rights of every kind and nature, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by Seller as of the Closing, in each case to the extent primarily relating to or used in the Business regardless of where such assets are located (collectively, the “"Purchased Assets”), including but not limited to the following:"): (a) all cash needed to conduct the Seller’s first scheduled promotion following the Closing; (b) all accounts receivable, notes and notes receivable and other receivables (whether or not billed) relating to the Business (collectively, the “Accounts Receivable”) to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the Closing; (c) all lighting, trusses, machinery, tools, spare parts, vehicles, furniture, fixtures, fighter cages and other equipment and other tangible personal property (excluding Inventory) of the Business (collectively, the “Equipment”), including such Equipment identified on Schedule 2.1(c), and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with the Equipment; (d) all contracts and agreements of Seller including, without limitation, leases, licenses, sponsorship agreements, agreements with fighters and managers, employment agreements, non-competition and non-solicitation agreements, agreements with event venues, open quotations and bids from or to Seller’s suppliers, customers or potential customers, and other agreements, whether oral or written, relating to or used in the Business, including those identified on Schedule 2.1(d) (collectively, the “Assumed Contracts”); (e) all rights under the all leases and subleases of real property relating to or used in the Business and listed on Schedule 2.1(e) (“Real Estate Leases”); (f) all deposits, prepayments and prepaid expenses or other similar current assets used in the Business; (g) all transferable approvals, authorizations, certifications, consents, variances, permissions, licenses and Permits to or from, or filings, notices or recordings to or with, any Governmental Authority used in the Business; (h) all inventory, including all raw materials, work-in-process, finished goods, packaging materials, office supplies, maintenance supplies, spare parts and similar items used or intended for use in connection with the Business (“Inventory”); (i) all leasehold improvements constructed by Seller or provided by landlords for Seller, subject to the rights and obligations under the Real Estate Leases; (j) all sales and marketing information, including all customer records lists of Seller, relating primarily to the Products; (i) the trademarks, patents, and sales history with respect to customers (including invoicespatent applications set forth on Schedule 2.1(b), sales (ii) the package designs, labels, logos and marketing associated artwork primarily related to the Products and (iii) all technical information, references and standards, methodologies, processes, protocols, specifications, techniques, trade secrets and know how, databases and formulas primarily related to the Products and any supporting documentation that relates primarily to the Products (collectively, the "Transferred Intellectual Property"); (c) the Master Cell Bank and Working Cell Banks described on Schedule 2.1(c) (the "Cell Banks"); (d) all rights and interest of Seller to the contracts relating to the Products set forth on Schedule 2.1(d)(i) (the "Contracts"); (e) all licenses, approvals, certificates, permits, franchises, or other evidence of authority issued to Seller or Seller's Affiliates by a federal, state, local or foreign governmental agency or authority, regardless of jurisdiction, relating primarily to the Products, in each case to the extent assignable, including NDA 76-1021 and the SNDAs (the "Governmental Authorizations"); (f) 153,000 vials of unlabelled Product that have been approved by Seller for distribution, but have not been approved by the FDA ("Inventory"); (g) all records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and records of every kind, tangible data, customer lists Product information files (including appropriate contact information)Product development and regulatory history files) and sales, vendor advertising and supplier listsmarketing information files of Seller and Seller's Affiliates, service provider lists, promotional literature and advertising materials, catalogs, data books and records, of the Seller, in each case relating primarily to the BusinessProducts, including without limitation the items identified on Schedule 2.1(g); (h) all current and pending new drug applications for the Products as set forth on Schedule 2.1(h); (i) all goodwill relating exclusively to the Products; (j) any Stock-in-Trade described on Schedule 2.1(j); and (k) all Intellectual Property Rights related to the Business, including the goodwill of the business related thereto (collectively, the “Transferred Intellectual Property”); (l) all records, reports and information files of Seller relating to the Business (including business development and development history files); (m) all claims, warranties, guarantees, refunds, causes of action, defenses, counterclaims, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (including rights to insurance proceeds) related to the Business, received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets, except for any of the foregoing to the extent they arise under the Excluded Assets; (n) to the extent transferable, all telephone and facsimile numbers and Internet domain addresses, in each case related to the Purchased Assets, including, without limitation, those described on Schedule 2.1 (n); (o) all other assets used in connection with the Business and not retained by Seller pursuant to Section 2.2Raw Materials.

Agreements to Purchase and Sell. Subject to the terms and conditions contained herein, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, free and clear from all Encumbrances (except the Permitted Encumbrances), all of Seller’s right, title and interest in and to all of the properties, assets, and other rights of every kind and nature, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by Seller as of the Closing, in each case to the extent primarily relating to or used in the Business regardless of where such assets are located (collectively, the “Purchased Assets”), including but not limited to the following: (a) all cash needed to conduct the Seller’s first scheduled promotion following the Closing; (b) all accounts receivable, notes and notes receivable and other receivables (whether or not billed) relating to the Business (collectively, the “Accounts Receivable”) to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the Closing; (c) all lighting, trusses, machinery, tools, spare parts, vehicles, furniture, fixtures, fighter cages and other equipment and other tangible personal property (excluding Inventory) of the Business (collectively, the “Equipment”), including such Equipment identified on Schedule 2.1(c), and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with the Equipment; (d) all contracts and agreements of Seller including, without limitation, leases, licenses, sponsorship agreements, agreements with fighters and managers, employment agreements, non-competition and non-solicitation agreements, agreements with event venues, open quotations and bids from or to Seller’s suppliers, customers or potential customers, and other agreements, whether oral or written, relating to or used in the Business, including those identified on Schedule 2.1(d) (collectively, the “Assumed Contracts”); (e) all rights under the all leases and subleases of real property relating to or used in the Business and listed on Schedule 2.1(e) (“Real Estate Leases”); (f) all deposits, prepayments and prepaid expenses or other similar current assets used in the Business; (g) all transferable approvals, authorizations, certifications, consents, variances, permissions, licenses and Permits to or from, or filings, notices or recordings to or with, any Governmental Authority used in the Business; (h) all inventory, including all raw materials, work-in-process, finished goods, packaging materials, office supplies, maintenance supplies, spare parts and similar items used or intended for use in connection with the Business (“Inventory”); (i) all leasehold improvements constructed by Seller or provided by landlords for Seller, subject to the rights and obligations under the Real Estate Leases; (j) all sales and marketing information, including all customer records and sales history with respect to customers (including invoices), sales and marketing records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and records of every kind, tangible data, customer lists (including appropriate contact information), vendor and supplier lists, service provider lists, promotional literature and advertising materials, catalogs, data books and records, of the Seller, relating to the Business; (k) all Intellectual Property Rights related to the Business, including the goodwill of the business related thereto (collectively, the “Transferred Intellectual Property”); (l) all records, reports and information files of Seller relating to the Business (including business development and development history files); (m) all claims, warranties, guarantees, refunds, causes of action, defenses, counterclaims, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (including rights to insurance proceeds) related to the Business, received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets, except for any of the foregoing to the extent they arise under the Excluded Assets; (n) to the extent transferable, all telephone and facsimile numbers and Internet domain addresses, in each case related to the Purchased Assets, including, without limitation, those described on Schedule 2.1 (n); (o) all other assets used in connection with the Business and not retained by Seller pursuant to Section 2.2.

Agreements to Purchase and Sell. Subject to the terms and conditions contained herein, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, free and clear from all Encumbrances (except the Permitted Encumbrances), all of Seller’s right, title and interest in and to all of the properties, assets, and other rights of every kind and nature, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by Seller as of the Closing, in each case to the extent primarily relating to or used in the Business regardless of where such assets are located (collectively, the “Purchased Assets”), including but not limited to the following: (a) all cash needed to conduct the Seller’s first scheduled promotion following the Closingcash; (b) all accounts receivable, notes and notes receivable and other receivables (whether or not billed) relating to the Business (collectively, the “Accounts Receivable”) to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the Closing); (c) all lighting, trusses, machinery, tools, spare parts, vehicles, furniture, fixtures, fighter cages and other equipment and other tangible personal property (excluding Inventory) of the Business (collectively, the “Equipment”), including such Equipment identified on Schedule 2.1(c), and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with the Equipment; (d) all contracts and agreements of Seller including, without limitation, leases, licenses, sponsorship agreements, agreements with fighters and managers, employment agreements, non-competition and non-solicitation agreements, agreements with event venues, open quotations and bids from or to Seller’s suppliers, customers or potential customers, and other agreements, whether oral or written, relating to or used in the Business, including those identified on Schedule 2.1(d) (collectively, the “Assumed Contracts”); (e) all rights under the all leases and subleases of real property relating to or used in the Business and listed on Schedule 2.1(e) (“Real Estate Leases”); (f) all deposits, prepayments and prepaid expenses or other similar current assets used in the Business; (g) all transferable approvals, authorizations, certifications, consents, variances, permissions, licenses and Permits to or from, or filings, notices or recordings to or with, any Governmental Authority used in the Business; (h) all inventory, including all raw materials, work-in-process, finished goods, packaging materials, office supplies, maintenance supplies, spare parts and similar items used or intended for use in connection with the Business (“Inventory”); (i) all leasehold improvements constructed by Seller or provided by landlords for Seller, subject to the rights and obligations under the Real Estate Leases; (j) all sales and marketing information, including all customer records and sales history with respect to customers (including invoices), sales and marketing records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and records of every kind, tangible data, customer lists (including appropriate contact information), vendor and supplier lists, service provider lists, promotional literature and advertising materials, catalogs, data books and records, of the Seller, relating to the Business; (k) all Intellectual Property Rights related to the Business, including the goodwill of the business related thereto (collectively, the “Transferred Intellectual Property”); (l) all records, reports and information files of Seller relating to the Business (including business development and development history files); (m) all claims, warranties, guarantees, refunds, causes of action, defenses, counterclaims, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (including rights to insurance proceeds) related to the Business, received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets, except for any of the foregoing to the extent they arise under the Excluded Assets; (n) to the extent transferable, all telephone and facsimile numbers and Internet domain addresses, in each case related to the Purchased Assets, including, without limitation, those described on Schedule 2.1 (n); (o) all other assets used in connection with the Business and not retained by Seller pursuant to Section 2.2.

Agreements to Purchase and Sell. Subject to the terms and conditions contained herein, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, free and clear from all Encumbrances (except the Permitted Encumbrances), all of Seller’s right, title and interest in and to all of the properties, assets, and other rights of every kind and nature, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by Seller as of the Closing, in each case to the extent primarily relating to or used in the Business regardless of where such assets are located (collectively, the “Purchased Assets”), including but not limited to the following: (a) all cash needed to conduct the Seller’s first scheduled promotion following the Closing; (b) all accounts receivable, notes and notes receivable and other receivables (whether or not billed) relating to the Business (collectively, the “Accounts Receivable”) to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the Closing; (c) Other than as set forth on Schedule 2.1(c), all lighting, trusses, machinery, tools, spare parts, vehicles, vehicles furniture, fixtures, fighter cages and other equipment and other tangible personal property (excluding Inventory) of the Business (collectively, the “Equipment”), including such Equipment identified on Schedule 2.1(c), and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with the Equipment; (d) all contracts and agreements of Seller Seller, to the fullest extent assignable, including, without limitation, leases, licenses, sponsorship agreements, agreements with fighters and managers, employment agreements, non-competition and non-solicitation agreements, agreements with event venues, open quotations and bids from or to Seller’s suppliers, customers or potential customers, and other agreements, whether oral or written, relating to or used in the Business, including those identified on Schedule 2.1(d) (collectively, the “Assumed Contracts”); (e) all rights under the all leases and subleases of real property relating to or used in the Business and listed on Schedule 2.1(e) (“Real Estate Leases”); (f) all deposits, prepayments and prepaid expenses or other similar current assets used in the Business; (g) all transferable approvals, authorizations, certifications, consents, variances, permissions, licenses and Permits to or from, or filings, notices or recordings to or with, any Governmental Authority used in the Business; (h) all inventory, including all raw materials, work-in-process, finished goods, packaging materials, office supplies, maintenance supplies, spare parts and similar items used or intended for use in connection with the Business (“Inventory”); (i) all leasehold improvements constructed by Seller or provided by landlords for Seller, subject to the rights and obligations under the Real Estate Leases; (j) all sales and marketing information, including all customer records and sales history with respect to customers (including invoices), sales and marketing records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and records of every kind, tangible data, customer lists (including appropriate contact information), vendor and supplier lists, service provider lists, promotional literature and advertising materials, catalogs, data books and records, of the Seller, relating to the Business; (k) all Intellectual Property Rights related to the Business, including the goodwill of the business related thereto (collectively, the “Transferred Intellectual Property”); (l) all records, reports and information files of Seller relating to the Business (including business development and development history files); (m) all claims, warranties, guarantees, refunds, causes of action, defenses, counterclaims, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (including rights to insurance proceeds) related to the Business, received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets, except for any of the foregoing to the extent they arise under the Excluded Assets; (n) to the extent transferable, all telephone and facsimile numbers and Internet domain addresses, in each case related to the Purchased Assets, including, without limitation, those described on Schedule 2.1 (n); (o) all other assets used in connection with the Business and not retained by Seller pursuant to Section 2.2.

Agreements to Purchase and Sell. Subject to the terms and conditions contained herein, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, free and clear from all Encumbrances (except the Permitted Encumbrances), all of Seller’s right, title and interest in and to all of the properties, assets, and other rights of every kind and nature, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by Seller as of the Closing, in each case to the extent primarily relating to or used in the Business regardless of where such assets are located (collectively, the “Purchased Assets”), including but not limited to the following: (a) all cash needed to conduct the Seller’s first scheduled promotion following the Closing; (b) all accounts receivable, notes and notes receivable and other receivables (whether or not billed) relating to the Business (collectively, the “Accounts Receivable”) to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the Closing); (cb) all lighting, trusses, machinery, tools, spare parts, vehicles, furniture, fixtures, fighter cages and other equipment and other tangible personal property (excluding Inventory) of the Business (collectively, the “Equipment”), including such Equipment identified on Schedule 2.1(c), and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with the Equipment; (dc) all contracts and agreements of Seller including, without limitation, leases, licenses, sponsorship agreements, Fighter Agreements and any other agreements with fighters and managers, employment agreements, non-competition and non-solicitation agreements, agreements with event venues, open quotations and bids from or to Seller’s venues, suppliers, customers or potential customers, and other agreements, whether oral or written, relating to or used in the Business, including those identified on Schedule 2.1(d) (collectively, the “Assumed Contracts”); (ed) all rights under the all leases and subleases of real property relating to or used in the Business and listed on Schedule 2.1(e) (“Real Estate Leases”); (fe) all deposits, prepayments and prepaid expenses or other similar current assets used in the Business; (gf) all transferable approvals, authorizations, certifications, consents, variances, permissions, licenses and Permits to or from, or filings, notices or recordings to or with, any Governmental Authority used in the Business; (hg) all inventory, including all raw materials, work-in-process, finished goods, packaging materials, office supplies, maintenance supplies, spare parts and similar items used or intended for use in connection with the Business (“Inventory”); (ih) all leasehold improvements constructed by Seller or provided by landlords for Seller, subject to the rights and obligations under the Real Estate Leases; (ji) all sales and marketing information, including all customer records and sales history with respect to customers (including invoices), sales and marketing records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and records of every kind, tangible data, customer lists (including appropriate contact information), vendor and supplier lists, service provider lists, promotional literature and advertising materials, catalogs, data books and records, of the Seller, relating to the Business; (kj) all Intellectual Property Rights related to the Business, including the goodwill of the business related thereto (collectively, the “Transferred Intellectual Property”); (lk) all records, reports and information files of Seller relating to the Business (including business development and development history files); (ml) all claims, warranties, guarantees, refunds, causes of action, defenses, counterclaims, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (including rights to insurance proceeds) related to the Business, received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets, except for any of the foregoing to the extent they arise under the Excluded Assets; (nm) to the extent transferable, all telephone and facsimile numbers and Internet domain addresses, in each case related to the Purchased Assets, including, without limitation, those described on Schedule 2.1 (n); (on) all other assets used in connection with the Business and not retained by Seller pursuant to Section 2.2.

Agreements to Purchase and Sell. Subject to Upon the terms and subject to the conditions contained hereinof this Agreement, at the ClosingClosing Sellers shall, and Seller Parent shall cause Imo Canada, Imo Germany and Imo UK to, sell, transfer, convey, assign and deliver to BuyerBuyers, and Buyers shall, and Buyer Parent shall cause Buyers to, purchase and accept from Seller, free and clear from all Encumbrances (except the Permitted Encumbrances)Sellers, all of Seller’s right, title title, and interest of Sellers in and to all of the properties, assets, assets and other rights of every any kind and natureon the Closing Date, whether tangible or intangible, real or personal, ownedof Sellers primarily relating to, leasedor used, licensed held for use or otherwise held by Seller as of intended to be used in connection with, the ClosingBusiness, in each case except for the Excluded Assets (collectively, the "Purchased Assets"), including the following properties, assets and rights (to the extent primarily relating to, or used, held for use or intended to or be used in the Business regardless of where such assets are located (collectivelyconnection with, the “Purchased Assets”), including but not limited to the following:Business): (a) all cash needed machinery, equipment, furniture, furnishings, automobiles, trucks, vehicles, tools, dies, molds and parts and similar property (including, but not limited to, any of the foregoing purchased subject to conduct the Seller’s first scheduled promotion following the Closingany conditional sales or title retention agreement in favor of any other Person); (b) all accounts receivableinventories of raw materials, notes work in process, finished products, goods, spare parts, replacement and notes receivable component parts, and office and other receivables (whether or not billed) relating to the Business supplies (collectively, the “Accounts Receivable”) "Inventories"), including Inventories held at any location controlled by Sellers and Inventories previously purchased and in transit to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the Closingany Seller at such locations; (c) all lightingrights in and to products sold or leased (including, trussesbut not limited to, machineryproducts hereafter returned or repossessed and unpaid sellers' rights of rescission, toolsreplevin, spare parts, vehicles, furniture, fixtures, fighter cages reclamation and other equipment and other tangible personal property (excluding Inventoryrights to stoppage in transit) arising primarily out of the Business (collectively, operations or conduct of the “Equipment”), including such Equipment identified on Schedule 2.1(c), and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with the EquipmentBusiness; (d) all contracts rights (including but not limited to any and agreements of Seller including, without limitation, leases, licenses, sponsorship agreements, agreements with fighters all Intellectual Property rights) in and managers, employment agreements, non-competition to the products sold or leased and non-solicitation agreements, agreements with event venues, open quotations in and bids from to any products under research or to Seller’s suppliers, customers or potential customers, and other agreements, whether oral or written, relating development prior to or used in on the Closing Date arising primarily out of the operations or conduct of the Business, including those identified on Schedule 2.1(d) (collectively, the “Assumed Contracts”); (e) all of the rights of Sellers under the all leases Contracts, including, without limitation, purchase and subleases sale orders, any right to receive payment for products sold or services rendered, and to receive goods and services, pursuant to such Contracts and to assert claims and take other rightful actions in respect of real property relating to or used in the Business breaches, defaults and listed on Schedule 2.1(e) (“Real Estate Leases”)other violations of such Contracts and otherwise; (f) all depositscredits, prepayments prepaid expenses, deferred charges, advance payments, security deposits and prepaid expenses or other similar current assets used in the Businessitems; (g) all transferable approvalsnotes and accounts receivable, authorizationsincluding Intracompany accounts receivable, certificationsheld by Sellers and all notes, consents, variances, permissions, licenses bonds and Permits other evidences of indebtedness of and rights to or from, or filings, notices or recordings to or with, receive payments from any Governmental Authority used in the BusinessPerson held by Sellers; (h) all inventoryIntellectual Property and all rights thereunder or in respect thereof, including rights to xxx for and remedies against past, present and future infringements thereof, and rights of priority and protection of interests therein under the laws of any jurisdiction worldwide and all raw materials, work-in-process, finished goods, packaging materials, office supplies, maintenance supplies, spare parts and similar items used or intended for use in connection with the Business (“Inventory”)tangible embodiments thereof; (i) all leasehold improvements constructed by Seller books, records, manuals and other materials (in any form or provided by landlords for Sellermedium), subject to including all records and materials maintained at the rights respective headquarters of Sellers, advertising matter, catalogues, price lists, correspondence, mailing lists, lists of customers, distribution lists, photographs, production data, sales and obligations under the Real Estate Leasespromotional materials and records, purchasing materials and records, personnel records, manufacturing and quality control records and procedures, blueprints, research and development files, records, data and laboratory books, Intellectual Property disclosures, media materials and plates, accounting records, sales order files and litigation files; (j) to the extent their transfer is permitted by law, all sales and marketing informationGovernmental Approvals, including all customer records and sales history with respect to customers (including invoices), sales and marketing records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and records of every kind, tangible data, customer lists (including appropriate contact information), vendor and supplier lists, service provider lists, promotional literature and advertising materials, catalogs, data books and records, of the Seller, relating to the Businessapplications therefor; (k) all Intellectual Real Property Rights related and all licenses, permits, approvals and qualifications relating to the Business, including the goodwill of the business related thereto (collectively, the “Transferred Intellectual Property”)any Real Property issued to any Seller by any Governmental Authority; (l) all recordsrights to causes of action, reports lawsuits, judgments, claims and information files demands of Seller relating any nature available to or being pursued by Sellers with respect to the Business (including business development and development history files)or the ownership, use, function or value of any Purchased Asset, whether arising by way of counterclaim or otherwise; (m) all claimsguarantees, warranties, guarantees, refunds, causes indemnities and similar rights in favor of action, defenses, counterclaims, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (including rights to insurance proceeds) related to the Business, received after the Closing Date Sellers with respect to damage, non-conformance of or loss to the any Purchased Assets, except for any of the foregoing to the extent they arise under the Excluded AssetsAsset; (n) to the extent transferableall partnership interests or any other equity interest in any corporation, all telephone and facsimile numbers and Internet domain addressescompany, in each case related to the Purchased Assetslimited liability company, includingpartnership, without limitationjoint venture, those described on Schedule 2.1 (n);trust or other business association; and (o) all other assets used in connection goodwill generated by or associated with the Business and not retained by Seller pursuant to Section 2.2Business.

Agreements to Purchase and Sell. Subject to the terms and conditions contained hereinExcept as otherwise provided in Sections 2.2, 2.5 or 4.2 of this Agreement, at the ClosingClosing being held simultaneously with the execution of this Agreement, Seller shall, or shall cause Seller’s Affiliates to, grant, sell, transfer, convey, assign and deliver to Buyer or Buyer’s Affiliates, and Buyer or Buyer’s Affiliates shall purchase and accept from Seller or Seller, free and clear from all Encumbrances (except the Permitted Encumbrances)’s Affiliates, all right, title, and interest of Seller and Seller’s right, title and interest Affiliates in and to all of the properties, assets, following assets of Seller and other rights of every kind and nature, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by Seller as of the Closing, in each case to the extent primarily relating to or used in the Business regardless of where such assets are located Seller’s Affiliates (collectively, the “Purchased Closing Assets”), including but not limited to the following:): (a) all cash needed to conduct the Seller’s first scheduled promotion following the Closing; (b) all accounts receivable, notes and notes receivable and other receivables (whether or not billed) relating to the Business (collectively, the “Accounts Receivable”) to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the Closing; (c) all lighting, trusses, machinery, tools, spare parts, vehicles, furniture, fixtures, fighter cages and other equipment fixed and other tangible personal property (excluding Inventory) of the Business set forth on Schedule 2.1(a), whether owned or leased (collectively, the “Equipment”); (b) copies of the documents and information included in the data room provided by Seller for review to Parent during the negotiation of this Agreement, including the index to which is attached hereto as Exhibit C, such Equipment identified on Schedule 2.1(c)documents and information to be updated in respect of the period between preparation of the data room and the Closing Date (which update, and all transferrable warranties documents and guaranteesinformation with respect thereto, if any, express or implied, existing for Buyer acknowledges will be completed after the benefit of Seller in connection with Closing Date); (c) the EquipmentTransferred Intellectual Property; (d) all the contracts and agreements of Seller including, without limitation, leases, licenses, sponsorship agreements, agreements with fighters and managers, employment agreements, non-competition and non-solicitation agreements, agreements with event venues, open quotations and bids from or to Seller’s suppliers, customers or potential customers, and other agreements, whether oral or written, relating to or used in the Business, including those identified listed on Schedule 2.1(d) (collectively, the “Assumed Contracts”); (e) all rights under the all leases current and subleases pending registrations of real property relating the Products and licenses, approvals, certificates, permits, franchises, and other evidence of authority issued to Seller or used Seller’s Affiliates by a Governmental Authority, in the Business and each case if listed on Schedule 2.1(e) (“Real Estate Leases”)or if relating exclusively to the Product Lines, and in each case to the extent assignable; (f) all deposits, prepayments and prepaid expenses or other similar current assets used in the Businessdesign history files with respect to the Products; (g) all transferable approvalsthe customer sales and marketing information files (including distribution and sales promotion and market research studies) of Seller and Seller’s Affiliates, authorizations, certifications, consents, variances, permissions, licenses and Permits in each case if relating primarily to or from, or filings, notices or recordings to or with, any Governmental Authority used in the BusinessProduct Lines; (h) all inventory, including all raw materials, workthe cell lines and anti-in-process, finished goods, packaging materials, office supplies, maintenance supplies, spare parts sera exclusively related to and similar items used or intended for use in connection with the Business (“Inventory”)Product Lines and Products; (i) all leasehold improvements constructed by Seller or provided by landlords for Seller, pursuant to and subject to the rights terms and obligations under the Real Estate Leases; (j) all sales and marketing information, including all customer records and sales history with respect to customers (including invoices), sales and marketing records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and records of every kind, tangible data, customer lists (including appropriate contact information), vendor and supplier lists, service provider lists, promotional literature and advertising materials, catalogs, data books and records, conditions of the SellerTrade Secret/Cell Lines License Agreement a perpetual, relating to the Business; (k) all Intellectual Property Rights related to the Businessworldwide, including the goodwill of the business related thereto (collectively, the “Transferred Intellectual Property”); (l) all records, reports and information files of Seller relating to the Business (including business development and development history files); (m) all claims, warranties, guarantees, refunds, causes of action, defenses, counterclaims, rights of recovery, rights of setroyalty-off and rights of recoupment of every kind and nature (including rights to insurance proceeds) related to the Business, received after the Closing Date with respect to damagefree, non-conformance of or loss exclusive, non-transferable license (without any right to the Purchased Assets, except for any of the foregoing to the extent they arise under the Excluded Assets; (nsublicense) to the extent transferable(i) cell lines and anti-sera not referred to in Section 2.1(h) and (ii) Trade Secrets not referred to in Section 2.1(c), all telephone and facsimile numbers and Internet domain addresses, that in each case are related to the Purchased Assets, including, without limitation, those described on Schedule 2.1 (n); (o) all other assets and used in connection with the Business Product Lines; and (j) goodwill with respect to the Products and not retained by Seller pursuant to Section 2.2the Product Lines.

Agreements to Purchase and Sell. Subject to the terms and conditions contained hereinherein and except as otherwise provided in Section 4.2(c) of this Agreement, at the Closing, Seller shall, or shall cause Seller's Affiliates or designees, to grant, sell, transfer, convey, assign and deliver to Buyer or Buyer's Affiliates, and Buyer or Buyer's Affiliates shall purchase and accept from Seller, free and clear from all Encumbrances (except Seller's Affiliates or Seller's designees, the Permitted Encumbrances), all of Seller’s right, title and interest in and to all of the properties, assets, and other rights of every kind and nature, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by Seller as of the Closing, in each case to the extent primarily relating to or used in the Business regardless of where such following assets are located (collectively, the “Purchased "Closing Assets”), including but not limited to the following:"): (a) all cash needed the equipment and other tangible personal property, whether owned or leased, and used exclusively by Seller or Seller's Affiliates to conduct manufacture and package the Seller’s first scheduled promotion following Products and listed on Schedule 2.1(a) attached hereto (collectively, the Closing"Manufacturing Assets"); (b) all accounts receivablecustomer and supplier lists and all business files (other than Technical Information) of Seller or Seller's Affiliates for the last four (4) years with respect to the United States operations and for the last two (2) years for operations outside the United States, notes in each such case relating exclusively to the Product Line, as well as summaries of any other data (other than Technical Information) for the last two (2) years that relates partially to the Product Line to the extent that knowledge thereof is reasonably necessary in order to operate the Product Line as operated prior to the Closing; provided, however, that Seller shall be required to deliver to Buyer only such customer and notes receivable supplier lists, business files or summaries of any other data in the possession of Seller or Seller's Affiliates or that Seller can deliver using commercially reasonable efforts; (i) the trademarks, trade names, copyrights, service marks and patents, and all applications and registrations for the foregoing relating exclusively to the Product Line and set forth on Schedule 2.1(c) attached hereto (and all of Seller's or Seller's Affiliates' licenses and other receivables rights related thereto), together with the goodwill associated therewith; (whether or not billedii) the trade secrets and know-how relating exclusively to the Business Product Line; (iii) the package designs, labels, logos and associated artwork relating exclusively to the Product Line (which, for purposes of clarification, does not include the trademarks or trade names "Abbott," "Xxxxxx Laboratories" and any variants thereof or the stylized symbol "A"); (iv) the domain name xxx.xxxxxxxxxx.xxx; and (v) all other Technical Information (and all of Seller's or Seller's Affiliates' licenses and other rights related thereto) (collectively, the “Accounts Receivable”) to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the Closing; (c) all lighting, trusses, machinery, tools, spare parts, vehicles, furniture, fixtures, fighter cages and other equipment and other tangible personal property (excluding Inventory) of the Business (collectively, the “Equipment”"Transferred Intellectual Property"), including such Equipment identified on Schedule 2.1(c), and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with the Equipment; (d) all contracts rights and agreements interest of Seller including, without limitation, leases, licenses, sponsorship agreements, agreements with fighters and managers, employment agreements, non-competition and non-solicitation agreements, agreements with event venues, open quotations and bids from or Seller's Affiliates to Seller’s suppliers, customers or potential customers, and other agreements, whether oral or written, the contracts relating exclusively to or used in the BusinessProduct Line, including those identified the contracts listed or described on Schedule 2.1(d) but excluding any such contracts necessary for Seller to perform its obligations under the Other Agreements (collectively, the “Assumed "Contracts”"); provided, however, that any such contracts relating exclusively to the Product Line and necessary for Seller to perform its obligations under the Other Agreements shall be assigned to Buyer pursuant to Section 4.2(c) hereof or the Other Agreements; (e) all rights under finished goods inventory of the all leases Product Line (the "Inventory"), subject to Sections 3.1, 3.5 and subleases 4.2(c) of real property relating to or used in the Business and listed on Schedule 2.1(e) (“Real Estate Leases”)this Agreement; (f) all depositslicenses, prepayments and prepaid expenses approvals, certificates, permits, franchises or other similar current assets used in evidence of authority issued to Seller or Seller's Affiliates by a Governmental Authority relating exclusively to the BusinessProduct Line (collectively, the "Licenses"); (g) all transferable approvalsProduct information files and sales and marketing information files (including distribution and sales promotion and market research studies) of Seller and Seller's Affiliates, authorizations, certifications, consents, variances, permissions, licenses and Permits in each case relating exclusively to or from, or filings, notices or recordings to or with, any Governmental Authority used in the BusinessProduct Line; (h) all inventoryrights to media materials relating exclusively to the Product Line and owned or licensed by Seller or Seller's Affiliates, including all raw materials, work-in-process, finished goods, packaging materials, office supplies, maintenance supplies, spare parts and similar items used or intended for use in connection with to the Business (“Inventory”)extent assignable; (i) all leasehold improvements constructed by Seller or provided by landlords for Seller, subject current and pending transferable registrations relating exclusively to the rights and obligations under the Real Estate LeasesProducts; (j) all sales development and marketing information, including all customer records and sales formulation documentation for Products Under Development as reflected in the product development history with respect to customers (including invoices), sales and marketing records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and records of every kind, tangible data, customer lists (including appropriate contact information), vendor and supplier lists, service provider lists, promotional literature and advertising materials, catalogs, data books and records, of the Seller, relating to the Business; (k) all Intellectual Property Rights related goodwill relating exclusively to the Business, including the goodwill of the business related thereto (collectively, the “Transferred Intellectual Property”)Product Line; (l) all records, reports and information files rights of Seller Sellers or Seller's Affiliates under any express or implied warranties from suppliers of goods or services relating to Products to be sold by Buyer and delivered by Buyer after the Business (including business development and development history files);Closing Date; and (m) a perpetual and royalty free license to use all claims, warranties, guarantees, refunds, causes of action, defenses, counterclaims, intellectual property rights of recoverySeller or Seller's Affiliates necessary to manufacture, rights of set-off package and rights of recoupment of every kind and nature (including rights to insurance proceeds) related to sell the Business, received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets, except for any of the foregoing Product Line to the extent they arise under such rights are not included among the Excluded Assets; (n) to the extent transferable, all telephone and facsimile numbers and Internet domain addresses, in each case related to the Purchased Closing Assets, including, without limitation, those described on Schedule 2.1 which license shall not be assignable by Buyer (n); (o) all other assets used except in connection with the Business sale of all or substantially all of the Product Line) and not retained may be sublicensed by Seller pursuant Buyer only to Section 2.2Buyer's Affiliates.

Agreements to Purchase and Sell. Subject to the terms and conditions contained hereinof this Agreement, and except for the Excluded Assets, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, free and clear from all any Encumbrances (except the other than Permitted Encumbrances), all of Seller’s right, title and interest of Seller in and to all of the assets, properties, assetsinterests and rights comprising the Business, and other rights of every kind and naturedescription, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by Seller existing as of the date of this Agreement or acquired through the Closing, in each case to including all of the extent primarily relating to or used in the Business regardless of where such following assets are located (collectively, the “Purchased Acquired Assets”), including but not limited to the following:): (a) all cash needed subject to conduct the Seller’s first scheduled promotion following the Closing; (b) all accounts receivable, notes and notes receivable and other receivables (whether or not billed) relating to the Business (collectivelySection 7.12, the “Accounts Receivable”) to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the Closing; (c) all lighting, trusses, machinery, tools, spare parts, vehicles, furniture, fixtures, fighter cages and other equipment fixed and other tangible personal property (excluding Inventory) of the Business (collectively, the “Equipment”), including such Equipment identified on Schedule 2.1(c), and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with the Equipment; (d) all contracts and agreements of Seller including, without limitation, leases, licenses, sponsorship agreements, agreements with fighters and managers, employment agreements, non-competition and non-solicitation agreements, agreements with event venues, open quotations and bids from or to Seller’s suppliers, customers or potential customers, and other agreements, whether oral or writtenassets arising out of, relating to or used in resulting from the Business, including those identified tooling, fixtures, equipment, computer systems and software, furniture, machinery, office equipment, furnishings and instruments, set forth on Schedule 2.1(d) 2.1 (collectively, such Schedule sometimes referred to as the “Assumed ContractsSchedule of Acquired Assets”), whether owned by Seller or its Affiliates (the “Tangible Assets”); (eb) all rights under the all leases and subleases of real property relating goodwill directly arising from, related to or used in the Business and listed on Schedule 2.1(e) (“Real Estate Leases”); (f) all deposits, prepayments and prepaid expenses or other similar current assets used in resulting from the Business; (gc) all transferable approvals, authorizations, certifications, consents, variances, permissions, licenses and Permits to or from, or filings, notices or recordings to or with, any Governmental Authority used in the Business; (h) all inventory, including all raw materials, work-in-process, finished goods, packaging materials, office supplies, maintenance supplies, spare parts and similar items used or intended for use in connection with the Business (“Inventory”); (i) all leasehold improvements constructed by Seller or provided by landlords for Seller, subject to the rights and obligations under the Real Estate Leases; (j) all sales and marketing information, including all customer records and sales history with respect to customers (including invoices), sales and marketing records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and records of every kind, tangible data, customer lists (including appropriate contact information), vendor and supplier lists, service provider lists, promotional literature and advertising materials, catalogs, data books and records, of the Seller, relating to the Business; (k) all Intellectual Property Rights related Assets relating to the Business, including without limitation those set forth on the goodwill Schedule of Acquired Assets; d) all Inventory, including any Inventory on loan to or being used by any customers, clinicians or others for evaluation, testing or in conjunction with any studies or trials, including the business Inventory set forth on the Schedule of Acquired Assets, which Schedule shall be updated prior to the Closing to (i) include any Inventory that is acquired by Seller between the Execution Date and the Closing Date; and (ii) exclude any Inventory that is disposed of by Sellers between the Execution Date and the Closing Date (the “Updated Schedule 2.1(d)”); provided, however, that Buyer may, by notice to Seller before the Closing Date, elect not to acquire such items of Inventory as Buyer may specifically identify the Seller before the Closing Date; e) all rights in, under and to the Transferred Contracts; f) all Regulatory Documentation and Regulatory Approvals; g) the Manufacturing Instructions; and h) solely to the extent related to an Assumed Liability, (i) all claims (including claims for infringement or misappropriation of Intellectual Property Assets or rights related thereto included in the Acquired Assets); and (collectively, the “Transferred Intellectual Property”); (lii) all records, reports and information files causes of action of Seller relating to the Business (including business development against any other Person, whether or not such claims and development history files); (m) all claims, warranties, guarantees, refunds, causes of actionaction have been asserted, defensesand all rights of indemnity, counterclaimswarranty rights, rights of recoverycontribution, rights to refunds, rights of set-off reimbursement and other rights of recoupment recovery of every kind and nature Seller (including regardless of whether such rights are currently exercisable) directly arising out of, relating to insurance proceeds) related to or resulting from the Acquired Assets, the Assumed Liabilities or the Business, received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets, except for any of the foregoing to the extent they arise under the Excluded Assets;; and (n) to the extent transferable, all telephone and facsimile numbers and Internet domain addresses, in each case related to the Purchased Assets, including, without limitation, those described on Schedule 2.1 (n); (oi) all other assets used in connection and properties directly arising out of, relating to or resulting from the Business, of every nature whatsoever, tangible and intangible, and wherever located, such as any business records; customer lists; customer records and histories; customer invoices; lists of suppliers and vendors and all records relating thereto; list of sales agents; price lists; engineering drawings; clinical trial data and records; records with respect to production, engineering, and product development costs; advertising matter; catalogues; photographs; instruction manuals; sales literature and materials; purchasing materials; media materials; manufacturing and quality control records and procedures; research and development files; design history files; data and laboratory books and media materials and plates; and copies of all files relating to the Business Seller Intellectual Property Assets, including all applications, registrations, assignments, correspondence to and not retained by Seller pursuant to Section 2.2from the United States Patent and Trademark Office and any other foreign patent and trademark offices, dockets, workbooks, legal opinions, prior art searches, notes, memoranda and other related information.

Agreements to Purchase and Sell. Subject Except as otherwise provided in this Agreement or in any Local Agreement, at the Closing, in accordance with this Agreement and pursuant to the terms and conditions contained of the Local Agreements, as applicable, for the consideration stated herein, at the ClosingSellers shall grant, Seller shall sell, transfer, convey, assign and deliver to BuyerBuyers, and Buyer Buyers shall purchase and accept from SellerSellers, free and clear from of all Encumbrances (except the Permitted Encumbrances)Liens, all of Seller’s right, title title, and interest of Sellers in and to the Transferred Intellectual Property of Sellers set forth in Section 2.1A and all of the properties, assets, and other rights assets of every kind and nature, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by Seller as of the Closing, in each case to the extent Sellers that are used primarily relating to or used in the Business regardless of where such assets are located Business, including the following (collectively, the “Purchased Acquired Assets”), including but not limited to the following:): (a) all cash needed to conduct the Seller’s first scheduled promotion following the ClosingInventory; (b) all accounts receivable, notes and notes receivable and other receivables (whether or not billed) relating of the rights to the Business (collectively, the “Accounts Receivable”) to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the Closing; (c) all lighting, trusses, machinery, tools, spare parts, vehicles, furniture, fixtures, fighter cages and other equipment fixed and other tangible personal property (excluding Inventory) of used primarily in the Business whether owned or leased by Sellers (collectively, the “Equipment”); (c) copies of the documents and information placed in the Intralinks virtual data room by Seller Parent for review by Buyer Parent during the negotiation of this Agreement, including such Equipment identified on the index to which is attached hereto as Schedule 2.1(c), and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with the Equipment; (d) all contracts and agreements of Seller including, without limitation, leases, licenses, sponsorship agreements, agreements with fighters and managers, employment agreements, non-competition and non-solicitation agreements, agreements with event venues, open quotations and bids from or to Seller’s suppliers, customers or potential customers, and other agreements, whether oral or written, relating to or used in the Business, including those identified on Schedule 2.1(d) (collectively, the “Assumed Contracts”)Intentionally Omitted; (e) all rights under subject to the all leases and subleases provisions of real property relating Section 2.5, the Contracts to or used in the extent related to the Business and listed or the Acquired Assets (other than the License Agreements), including those Contracts set forth on Schedule 2.1(e) 2.1(e)(i), (collectively the “Real Estate LeasesBusiness Contracts”); (f) to the extent transferable under applicable Law, the Regulatory Registrations, including those listed in Schedule 2.1(f), supported by and including: (i) the original documents under the possession of Sellers evidencing the Regulatory Registrations, or if the original is not available, certified copies of the portions thereof related to the Products, in each case to the extent assignable with or without the Consent of the issuing Regulatory Authority; (ii) all depositsrelated Regulatory Documentation; provided, prepayments 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 certified copies of such materials un-redacted but subject to the confidentiality provisions of this Agreement; and prepaid expenses or other similar current assets used (iii) all of Sellers’ rights with respect to any Regulatory Registrations under any agreement pursuant to which any Regulatory Registrations are held in the Businessname of a third party. If an application of a Seller for a Regulatory Registration is pending on the Closing Date and such Regulatory Registration may be assigned under applicable Law once obtained, Buyer Parent may elect, at its sole and exclusive cost, to have such Seller continue with the pending application for such Regulatory Registration, in which event such Seller shall use commercially reasonable efforts to obtain such Regulatory Registration (for the avoidance of doubt, Buyer Parent may not make such election if such Regulatory Registration will not be assignable under applicable Law once obtained by such Seller), or if the pending application for such Regulatory Registration is assignable, to have such Seller assign to a Buyer designated by Buyer Parent any rights that such Seller may have with respect to the pending application for such Regulatory Registration. Sellers shall not be liable to or have any obligation to indemnify Buyers if all or any of the pending applications for Regulatory Registrations are delayed or are not issued for any reason by any Regulatory Authority unless such delay or nonissuance is a direct result of an act or omission by any Seller that constitutes gross negligence or intentional misconduct; (g) all transferable approvalscopies of the design history files with respect to the Products; provided, authorizationshowever, certificationsthat if any design history files also covers the design history files of other products of Sellers or any of their Affiliates, consents, variances, permissions, licenses and Permits Sellers may elect to redact those portions that pertain to such other products or from, or filings, notices or recordings deliver copies of the design history files un-redacted but subject to or with, any Governmental Authority used in the Businessconfidentiality provisions of this Agreement; (h) all inventory, including all raw materials, work-in-process, finished goods, packaging materials, office supplies, maintenance supplies, spare parts and similar items used or intended for use in connection with the Business (“Inventory”)Intentionally Omitted; (i) all leasehold improvements constructed management information or information technology systems used primarily in connection with the conduct of the Business that are owned, licensed, leased or otherwise held for use by Seller the Sellers or provided by landlords for Selleroperated on behalf of the Sellers, subject to including all computer hardware, Software, and telecommunications systems used primarily in connection with the rights and obligations under conduct of the Real Estate LeasesBusiness (the “MIS Systems”); (j) all sales real property, buildings, structures and marketing informationimprovements thereon, whether owned or leased by Sellers or any of Sellers’ Affiliates, together with the fixtures and fittings attached thereto, including all customer records manufacturing, distribution and sales history with respect to customers administration facilities of Sellers, in each case as described on Schedule 2.1(j) (including invoicesthe “Real Property”), sales and marketing records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and records of every kind, tangible data, customer lists (including appropriate contact information), vendor and supplier lists, service provider lists, promotional literature and advertising materials, catalogs, data books and records, of the Seller, relating to the Business; (k) all Intellectual Property Rights related goodwill with respect to the Business, including the goodwill of the business related thereto (collectivelyProducts, the “Transferred Intellectual Property”)Acquired Assets and the Business; (l) all records, reports and information files of Seller relating to the Business (including business development and development history files)Target Shares; (m) all claims, warranties, guarantees, refunds, causes of action, defenses, counterclaims, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (including rights to insurance proceeds) related to the Business, received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets, except for any of the foregoing to the extent they arise under the Excluded AssetsAccounts Receivable; (n) to the extent transferable, all telephone Books and facsimile numbers and Internet domain addresses, in each case related to the Purchased Assets, including, without limitation, those described on Schedule 2.1 (n)Records; (o) all tangible and intangible assets specifically transferred to a Buyer pursuant to a Local Agreement; and (p) the other tangible and intangible assets primarily used in connection with the Business and not retained by Seller pursuant to Section 2.2Business.

Agreements to Purchase and Sell. Subject to the terms and conditions contained hereinof this Agreement, and except for the Excluded Assets, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, free and clear from all any Encumbrances (except the other than Permitted Encumbrances), all of Seller’s right, title and interest of Seller in and to all of the assets, properties, assetsinterests and rights comprising the Business, and other rights of every kind and naturedescription, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by Seller existing as of the date of this Agreement or acquired through the Closing, in each case to including all of the extent primarily relating to or used in the Business regardless of where such following assets are located (collectively, the “Purchased Acquired Assets”), including but not limited to the following:): (a) all cash needed subject to conduct Section 7.12, the Seller’s first scheduled promotion following fixed and other tangible personal property and assets arising out of, relating to or resulting from the ClosingBusiness, including tooling, fixtures, equipment, computer systems and software, furniture, machinery, office equipment, furnishings and instruments, set forth on Schedule 2.1(a), whether owned by Seller or its Affiliates (the “Tangible Assets”); (b) all accounts receivablegoodwill directly arising from, notes and notes receivable and other receivables (whether related to or not billed) relating to resulting from the Business (collectively, the “Accounts Receivable”) to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the ClosingBusiness; (c) all lighting, trusses, machinery, tools, spare parts, vehicles, furniture, fixtures, fighter cages and other equipment and other tangible personal property (excluding Inventory) of the Business (collectively, the “Equipment”), including such Equipment identified on Schedule 2.1(c), and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with the EquipmentIntellectual Property Assets; (d) all contracts and agreements of Seller includingInventory (other than the Finished Inventory purchased pursuant to the Purchase Order), without limitation, leases, licenses, sponsorship agreements, agreements with fighters and managers, employment agreements, non-competition and non-solicitation agreements, agreements with event venues, open quotations and bids from including any Inventory on loan to or to Seller’s suppliers, customers or potential being used by any customers, and other agreementsclinicians or others for evaluation, whether oral testing or written, relating to in conjunction with any studies or used in the Businesstrials, including those identified the Inventory set forth on Schedule 2.1(d), which Schedule 2.1(d) shall be updated prior to the Closing to (collectively, i) include any Inventory that is acquired by Seller between the Execution Date and the Closing Date; and (ii) exclude any Inventory that is disposed of by Sellers between the Execution Date and the Closing Date (the “Assumed ContractsUpdated Schedule 2.1(d)”); provided, however, that Buyer shall only be obligated to purchase Inventory that is identified by Buyer as being necessary or useful after the Closing Date, which Inventory will be identified by Buyer in accordance with Section 7.12; (e) all rights in, under and to the all leases and subleases of real property relating to or used in the Business and listed on Schedule 2.1(e) (“Real Estate Leases”)Transferred Contracts; (f) all deposits, prepayments Regulatory Documentation and prepaid expenses or other similar current assets used in the BusinessRegulatory Approvals; (g) all transferable approvals, authorizations, certifications, consents, variances, permissions, licenses and Permits to or from, or filings, notices or recordings to or with, any Governmental Authority used in the Business;Manufacturing Instructions; and (h) solely to the extent related to an Assumed Liability, (i) all inventoryclaims (including claims for infringement or misappropriation of Intellectual Property Assets or rights related thereto included in the Acquired Assets); and (ii) all causes of action of Seller against any other Person, including whether or not such claims and causes of action have been asserted, and all raw materialsrights of indemnity, work-in-processwarranty rights, finished goodsrights of contribution, packaging materialsrights to refunds, office suppliesrights of reimbursement and other rights of recovery of Seller (regardless of whether such rights are currently exercisable) directly arising out of, maintenance suppliesrelating to or resulting from the Acquired Assets, spare parts and similar items used the Assumed Liabilities or intended for use in connection with the Business (“Inventory”);Business; and (i) all leasehold improvements constructed by Seller other assets and properties directly arising out of, relating to or provided by landlords for Sellerresulting from the Business, subject of every nature whatsoever, tangible and intangible, and wherever located, such as any business records; customer lists; customer records and histories; customer invoices; lists of suppliers and vendors and all records relating thereto; list of sales agents; price lists; engineering drawings; clinical trial data and records; records with respect to production, engineering, and product development costs; advertising matter; catalogues; photographs; instruction manuals; sales literature and materials; purchasing materials; media materials; manufacturing and quality control records and procedures; research and development files; design history files; data and laboratory books and media materials and plates; and copies of all files relating to the rights and obligations under the Real Estate Leases; (j) all sales and marketing informationSeller Intellectual Property Assets, including all customer records applications, registrations, assignments, correspondence to and sales history with respect to customers (including invoices)from the United States Patent and Trademark Office and any other foreign patent and trademark offices, sales dockets, workbooks, legal opinions, prior art searches, notes, memoranda and marketing records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and records of every kind, tangible data, customer lists (including appropriate contact related information), vendor and supplier lists, service provider lists, promotional literature and advertising materials, catalogs, data books and records, of the Seller, relating to the Business; (k) all Intellectual Property Rights related to the Business, including the goodwill of the business related thereto (collectively, the “Transferred Intellectual Property”); (l) all records, reports and information files of Seller relating to the Business (including business development and development history files); (m) all claims, warranties, guarantees, refunds, causes of action, defenses, counterclaims, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (including rights to insurance proceeds) related to the Business, received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets, except for any of the foregoing to the extent they arise under the Excluded Assets; (n) to the extent transferable, all telephone and facsimile numbers and Internet domain addresses, in each case related to the Purchased Assets, including, without limitation, those described on Schedule 2.1 (n); (o) all other assets used in connection with the Business and not retained by Seller pursuant to Section 2.2.

Agreements to Purchase and Sell. Subject to the terms and conditions contained herein, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, free and clear from all Encumbrances (except the Permitted Encumbrances), all of Seller’s right, title and interest in and to all of the properties, assets, and other rights of every kind and nature, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by Seller as of the Closing, in each case to the extent primarily relating to or used in the Business regardless of where such assets are located (collectively, the “Purchased Assets”), including but not limited to the following: (a) all cash needed to conduct the Seller’s first scheduled promotion following the Closing; (b) and all accounts receivable, prepaid expenses, notes and notes receivable and other receivables (whether or not billed) relating to the Business (collectively, the “Accounts Receivable”) to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the Closing); (cb) all lighting, trusses, machinery, tools, spare parts, vehicles, furniture, fixtures, fighter cages and other equipment and other tangible personal property (excluding Inventory) of used in operating the Business (collectively, the “Equipment”), including such Equipment identified on Schedule 2.1(c2.1(b), and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with the Equipment; (dc) all contracts and agreements of to which Seller is a party including, without limitation, leases, licenses, sponsorship agreements, Fighter Agreements and any other agreements with fighters and managers, employment agreements, non-competition and non-solicitation agreements, agreements with event venues, open quotations and bids from or to Seller’s venues, suppliers, customers or potential customers, and other agreements, whether oral or written, relating to or used in the Business, including those identified on Schedule 2.1(d2.1(c) (collectively, the “Assumed Contracts”); (ed) all rights under the all leases and subleases of real property relating to or used in the Business and listed on Schedule 2.1(e2.1(d) (“Real Estate Leases”); (fe) all deposits, prepayments and prepaid expenses or other similar current assets used in the Business; (gf) all transferable approvals, authorizations, certifications, consents, variances, permissions, licenses and Permits to or from, or filings, notices or recordings to or with, any Governmental Authority used in the Business; (hg) all inventory, including all raw materials, work-in-process, finished goods, packaging materials, office supplies, maintenance supplies, spare parts and similar items used or intended for use in connection with the Business (“Inventory”); (ih) all leasehold improvements constructed by Seller or provided by landlords for Seller, subject to the rights and obligations under the Real Estate Leases; (ji) all sales and marketing information, including all customer records and sales history with respect to customers (including invoices), sales and marketing records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and records of every kind, tangible data, customer lists (including appropriate contact information), vendor and supplier lists, service provider lists, promotional literature and advertising materials, catalogs, data books and records, of the Seller, relating to the Business; (kj) all Intellectual Property Rights related to the Business, including the goodwill of the business related thereto (collectively, the “Transferred Intellectual Property”); (lk) all records, reports and information files of Seller relating to the Business (including business development and development history files); (ml) all claims, warranties, guarantees, refunds, causes of action, defenses, counterclaims, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (including rights to insurance proceeds) related to the Business, received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets, except for any of the foregoing to the extent they arise under the Excluded Assets; (nm) to the extent transferable, all telephone and facsimile numbers and Internet domain addresses, in each case related to the Purchased Assets, including, without limitation, those described on Schedule 2.1 (n2.1(m); (on) all other assets used in connection with the Business and not retained by Seller excluded pursuant to Section 2.2.

Agreements to Purchase and Sell. Subject to Upon the terms and subject to the conditions contained hereinof this Agreement, at the Closing, Closing Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, free and clear from all Encumbrances (except the Permitted Encumbrances), all of Seller’s right, title title, and interest of Seller in and to all of the properties, assets, assets and other rights of every kind and natureany kind, whether tangible or intangible, real or personal, owned, leased, licensed of Seller either used or otherwise held by Seller as required for the operation of the ClosingBusiness as currently conducted, in each case to other than the extent primarily relating to or used in Excluded Assets (the Business regardless of where such assets are located (collectively, the “"Purchased Assets”"), including but not limited to the following: including: (a) all cash needed to conduct the Seller’s first scheduled promotion following the Closing; (b) all accounts receivable, notes and notes receivable and other receivables (whether or not billed) relating to the Business (collectively, the “Accounts Receivable”) to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the Closing; (c) all lighting, trusses, machinery, tools, spare parts, vehicles, furniture, fixtures, fighter cages and other equipment and other tangible personal property (excluding Inventory) of the Business (collectivelyBusiness' inventory, the “Equipment”), including such Equipment identified on Schedule 2.1(c), and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with the Equipment; (d) all contracts and agreements of Seller including, without limitation, leasesall raw materials, licenses, sponsorship agreements, agreements with fighters intermediate and managers, employment agreements, non-competition finished goods ("Inventory"); (b) all of the products and non-solicitation agreements, agreements with event venues, open quotations and bids from or to Seller’s suppliers, customers or potential customers, and other agreements, whether oral or written, relating to or used materials produced by Seller in the Business, including those identified on Schedule 2.1(d) (collectively, the “Assumed Contracts”); (e) all rights under the all leases and subleases of real property relating to or used in the Business and products which are listed on Schedule 2.1(e2.1 (b) hereof (“Real Estate Leases”sometimes referred to herein as the "Products"); ; (fc) all deposits, prepayments accounts receivable and prepaid expenses or other similar current assets used in the Business; (g) all transferable approvals, authorizations, certifications, consents, variances, permissions, licenses and Permits to or from, or filings, notices or recordings to or with, any Governmental Authority used in the Business; (h) all inventory, including all raw materials, work-in-process, finished goods, packaging materials, office supplies, maintenance supplies, spare parts and similar items used or intended for use notes receivable due Seller in connection with the Business (“Inventory”); "Accounts Receivable") and miscellaneous receivables and cash on hand; (id) all leasehold customer lists (the "Customers") and information of the Business; (e) Except for the Idle Equipment as defined in Section 5.13 below, all property, plant and equipment used in the Business, wherever located, including the New Jersey Facility and the Texas Facility, and all of the buildings, structures and improvements constructed by on the New Jersey Premises and Texas Premises and all fixtures and fittings attached thereto and contained therein, including the foregoing described on Schedule 2.1 (e), and other machinery, plant, equipment, computer hardware, vehicles and other personal property of Seller or provided by landlords used in the Business wherever located; (f) all Intangible Rights necessary for Sellerthe operation of the Business consistent with past practices, subject to including the trade names and other Intangible Rights listed on Schedule 5.5 and the rights conveyed pursuant to Section 11.7; it being understood that Seller at its expense shall effect the transfer of the tradenames and obligations under trademarks included in the Real Estate Leases; Intangible Rights by preparing and filing (jboth in the United States and applicable foreign jurisdictions) with Buyer's reasonable assistance, all necessary documentation to effect the transfer of the Intangible Rights; (g) all sales and marketing informationorder files, including engineering order files, purchase order files, all customer records and sales history with respect technical analysis relating to customers (including invoices)each of the Business' categories of Products, sales and marketing manufacturing records, price lists, documents, correspondence, studies, reports, advertising and all other books, ledgers, files, and records of every kind, tangible datapromotional materials, customer lists and business files, including books of account, general, financial, accounting and personnel records and other data (including appropriate contact informationcomputer and microfiche files), vendor and supplier lists, service provider lists, promotional literature and advertising materials, catalogs, data books and records, of owned by or in the Seller, relating to the Business; (k) all Intellectual Property Rights related to the Business, including the goodwill of the business related thereto (collectively, the “Transferred Intellectual Property”); (l) all records, reports and information files possession of Seller relating to the Business (including business development and development history filesthe "Business Records"); ; (mh) all claimsrights and interests of Seller to or in all agreements, warrantiesoptions, guaranteescontracts, refundsdistributor agreements, causes of actionsales representative agreements, defensesleases, counterclaimsinstruments, rights of recoverypurchase orders, rights of set-off sales orders and rights of recoupment of every kind and nature commitments (including outstanding bids) relating to the Business or involving rights or benefits necessary for the operation of the Business consistent with past practices, other than the rights and interests under Excluded Contracts as described at Section 2.2(g), below (collectively, the "Contracts"); (i) all licenses, approvals, certificates, permits, franchises, certificates of registration or compliance (excluding the ISO 9002 Certificate, which Seller indicated is non-assignable, but including all related documentation, manuals and any other assignable rights and interests relating to insurance proceedsthe ISO 9002 Certificate) related or other evidence of authority issued by a Governmental Entity or by any other third party and held by Seller relating to the Business, received after or necessary for the Closing Date operation of the Business consistent with respect past practices, including those listed on Schedule 2.1(i) hereof but excluding those permits and the contracts referred to damagein Schedule 2.1(i) as not being transferred to Buyer (the "Licenses"); (j) all computer programs and software (including documentation and related object and source codes), non-conformance of or loss and all records thereof, relating to the Purchased AssetsBusiness, except or necessary for the operation of the Business consistent with past practices but not including any of the foregoing to located at the extent they arise under Company's executive offices in Florida (collectively, the Excluded Assets; (n) to the extent transferable, all telephone and facsimile numbers and Internet domain addresses, in each case related to the Purchased Assets, including, without limitation, those described on Schedule 2.1 (n"Software"); (o) all other assets used in connection with the Business and not retained by Seller pursuant to Section 2.2.

Agreements to Purchase and Sell. Subject to the terms Except as otherwise provided in Sections 2.2, 4.4, 4.5 and conditions contained herein4.7 of this Agreement, at the Closing, Seller shall, or shall cause Seller’s Affiliates to, grant, sell, transfer, convey, assign and deliver to Buyer or Buyer’s Affiliates, and Buyer or Buyer’s Affiliates shall purchase and accept from Seller or Seller, free and clear from all Encumbrances (except the Permitted Encumbrances)’s Affiliates, all right, title, and interest of Seller and Seller’s right, title and interest Affiliates in and to all of the properties, assets, following assets of Seller and other rights of every kind Seller’s Affiliates free and nature, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by Seller as of the Closingclear from any Encumbrances, in each case case, unless expressly set forth otherwise in this Agreement, to the extent primarily relating related to or used in the Business regardless of where such assets are located Product Line (collectively, the “Purchased Acquired Assets”), including but not limited to the following:): (a) all cash needed to conduct of the Seller’s first scheduled promotion following the Closing; (b) all accounts receivable, notes and notes receivable and other receivables (whether or not billed) relating rights to the Business (collectively, the “Accounts Receivable”) to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the Closing; (c) all lighting, trusses, machinery, tools, spare parts, vehicles, furniture, fixtures, fighter cages and other equipment fixed and other tangible personal property (excluding Inventory) of the Business set forth on Schedule 2.1(a), whether owned or leased by Seller or its Affiliates (collectively, the “Equipment”); (b) copies of the documents and information included in the data room provided by Seller for review to Buyer during the negotiation of this Agreement, the index to which is attached hereto as Exhibit L, provided, however, that Seller may from time to time update certain documents and information included in the data room in respect of the period between preparation of the data room and the Closing Date, in which case Seller shall notify Buyer in writing of any such updates and promptly provide Buyer with a copy of any such document upon request. Notwithstanding the foregoing, nothing in this Section 2.1(b) shall modify Seller’s obligations that are otherwise set forth in this Agreement; (c) (i) the patents and patent applications owned by Seller or its Affiliates which are listed on Schedule 2.1(c)(i) (the “Patents”); (ii) the patents licensed by Seller or its Affiliates which are listed on Schedule 2.1(c)(ii) (the “Licensed Patents”); (iii) the internet domain names (i.e., the domain names xxx.xxxxxxxxx.xxx and xxx.xxxxxxxxx.xxxx), the trademarks, trade names and service marks owned by Seller or its Affiliates and all applications and registrations for the foregoing which are listed on Schedule 2.1(c)(iii), together with all common law rights associated with the trademarks which are the subject of such registrations and applications and the goodwill associated therewith (the “Marks”); (iv) the trademarks, trade names and service marks licensed by Seller or its Affiliates which are listed on Schedule 2.1(c)(iv) (the “Licensed Marks”); (v) copyrights in (A) all design history files described in Section 2.1(g), (B) the Manufacturing Instructions, and (C) the Technical Information, provided, however, that Buyer hereby grants to Seller and its Affiliates a sole and exclusive license in and to such copyrights outside the Field of Use; (vi) all the copyrights in the documents primarily related to the Product Line provided pursuant to Section 2.1(b) , provided, however, that Buyer hereby grants to Seller and its Affiliates a sole and exclusive license in and to such copyrights outside the Field of Use; (vii) trade dress, logos, packaging design, and slogans, copyrights in both published and unpublished works, including such Equipment identified on Schedule 2.1(c)without limitation all compilations, in each case, solely if exclusively related to and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit of Seller used in connection with the Product Line; and (viii) 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, solely if exclusively related to and used in connection with the Product Line or the Acquired Assets; (d) all contracts subject to the provisions of Section 2.5, 2.6 and agreements of Seller including, without limitation, leases, licenses, sponsorship agreements, agreements with fighters and managers, employment agreements, non-competition and non-solicitation agreements, agreements with event venues, open quotations and bids from or to Seller’s suppliers, customers or potential customers, and other agreements, whether oral or written, relating to or used in the Business, including those identified on Schedule 2.1(d) (collectively2.7, the “Assumed Contracts”); (e) all rights under subject to the all leases and subleases provisions of real property relating to or used in Section 4.4, the Business and listed on Schedule 2.1(e) (“Real Estate Leases”)Japan Product Marketing Approvals; (f) subject to the provisions of Section 4.5, the Marketing Registrations supported by and including: (i) the original documents under the possession of Seller or Seller’s Affiliates (or that are accessible to Seller or Seller’s Affiliates using commercially reasonable efforts) evidencing the Marketing Registrations issued to Seller or Seller’s Affiliates by the Regulatory Authorities that are listed in Schedule 2.1(f) (or if the original is not available, certified copies of the portions thereof related to the Products), in each case to the extent assignable with or without the Consent of the issuing Regulatory Authority; (ii) all depositsrelated Regulatory Documentation; provided, prepayments however, that if any Regulatory Documentation also covers the manufacturing, marketing or sale of other products of Seller or one of its Affiliates, Seller may elect to redact those portions that pertain to such other products, or deliver certified copies of such materials un-redacted but subject to the confidentiality provisions of this Agreement; and prepaid expenses or other similar current assets used (iii) all of Seller’s and Seller’s Affiliates rights of reservation in any Marketing Registrations under any agreement pursuant to which any Marketing Registrations are held in the Businessname of a third party. The Parties hereby agree and covenant that Seller shall deliver to Buyer the originals or, if applicable, certified copies of the Marketing Registrations and copies of the Regulatory Documentation as soon as feasible after the Closing Date, but in any event no later than 60 days following the date hereof or 30 days after the Closing Date, whichever is later; (g) all transferable approvalscopies of the design history files (including copies of any relevant research and development information out of the Redbooks) with respect to the Products. The Parties hereby agree and covenant that Seller shall deliver, authorizationsat its own cost, certificationscopies of the design history files to Buyer within 6 months of the Closing Date, consentsprovided, varianceshowever, permissionsthat if any design history files also covers the design history files of other products of Seller or one of its Affiliates, licenses and Permits Seller may elect to redact those portions that pertain to such other products or from, or filings, notices or recordings deliver copies of the design history files unredacted but subject to or with, any Governmental Authority used in the Businessconfidentiality provisions of this Agreement; (h) all inventorysubject to the provisions of the License and Material Transfer Agreement, including all raw materials, work-in-process, finished goods, packaging materials, office supplies, maintenance supplies, spare parts and similar items used or intended 2 ampoules of each cell line of the Cell Lines for use exclusively in connection with the Business (“Inventory”)Field of Use; (i) all leasehold improvements constructed by the Manufacturing Instructions and Technical Information. The Parties hereby agree and covenant that Seller shall deliver to Buyer copies of the Manufacturing Instructions and Technical Information as soon as feasible after the Closing Date, but in any event no later than 60 days following the date hereof or provided by landlords for Seller30 days after the Closing Date, subject to the rights and obligations under the Real Estate Leaseswhichever is later; (j) a listing of all customers of Seller and Seller’s Affiliates that have purchased an amount of Products (excluding Products distributed for purposes of the Humanitarian Program) greater than $100,000 during the 2004 Fiscal Year, together with copies of customer sales and marketing information, information files (including all customer records distribution and sales history promotion and market research studies) for such customers which such copies Seller hereby covenants and agrees that Seller and its Affiliates shall provide Buyer, as soon as feasible after the Closing Date, but in any event not later than 60 days following the date hereof or 30 days after the Closing Date, whichever is the later; provided, however, that Seller and Seller’s Affiliates are required to deliver to Buyer only such documentation and information that Seller and Seller’s Affiliates can deliver using commercially reasonable efforts, and if any such materials in this Section 2.1(j) also cover the manufacturing, marketing or sale of other products of Seller or its Affiliates, Seller and Seller’s Affiliates may elect to redact those portions that pertain to such other products or deliver copies of such materials un-redacted but subject to the confidentiality provisions of this Agreement. Seller hereby covenants and agrees that Seller and its Affiliates shall provide Buyer, as soon as feasible after the Closing Date, but in any event not later than 60 days following the date hereof or 30 days after the Closing Date, whichever is the later, with respect reasonable access to customers (including invoices), the sales and marketing records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and records information files of every kind, tangible data, customer lists any customers that have purchased an amount of Products (including appropriate contact information), vendor and supplier lists, service provider lists, promotional literature and advertising materials, catalogs, data books and records, excluding Products for purposes of the Seller, relating Humanitarian Program) equal to or less than $100,000 during the Business2004 Fiscal Year; (k) all Intellectual Property Rights a royalty-free, fully paid, worldwide, irrevocable, perpetual and assignable license (without the right to sublicense) under Seller’s intellectual property rights in and to the Know-How, Cell Lines and Reagents, including without limitation, the right to use the Know-How, Cell Lines and Reagents to make, have made, use, sell, have sold, offer for sale, have offered for sale, import and/or have imported products and/or services (the “License”); provided, however, that: (i) with respect to the Know-How (other than the Exclusively Related Know-How), the License shall be non-exclusive within or outside the Field of Use; (ii) with respect to the Exclusively Related Know-How, the License shall be exclusive within or outside the Field of Use; (iii) with respect to (A) the Cell Lines related to the Non-Exclusive Reagents and (B) the Non-Exclusive Reagents, the License shall be non-exclusive within the Field of Use; and (iv) with respect to (A) the Cell Lines related to the Exclusive Reagents and (B) the Exclusive Reagents, the License shall be exclusive within or outside the Field of Use, provided, however, that Buyer and its Affiliates shall not have the right to use the Cell Lines related to the Exclusive Reagents and the Exclusive Reagents within Abbott Excluded Business. Notwithstanding the foregoing, including nothing in this License shall prevent or otherwise restrict or limit the goodwill right of Seller and its Affiliates to use (A) the Exclusively Related Know-How, (B) the Cell Lines related to the Exclusive Reagents and (C) the Exclusive Reagents now or in the future to make, have made, use, sell, have sold, offer for sale, have offered for sale, import and/or export products and/or services outside the Field of Use or with respect to products that operate other than in a Rapid Manner. Buyer acknowledges and agrees that Seller represents that the Exclusive Reagents listed on Schedule 2.1(k) are related exclusively to the Product Line and the Non-Exclusive Reagents are not exclusively related to the Product Line. For the avoidance of doubt, the Parties hereby agree that the grant of the business related thereto (collectivelyLicense to the Know-How, Cell Lines and Reagents shall be governed solely by the “Transferred Intellectual Property”);terms and conditions of the License and Material Transfer Agreement; and (l) all records, reports and information files of Seller relating to the Business (including business development and development history files); (m) all claims, warranties, guarantees, refunds, causes of action, defenses, counterclaims, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (including rights to insurance proceeds) related to the Business, received after the Closing Date goodwill with respect to damagethe Products and the Product Line. If an application for a Japan Product Marketing Approval or a Marketing Registration is pending on the Closing Date, non-conformance of Buyer may elect, at its sole and exclusive cost, to have Seller continue with the pending Japan Product Marketing Approval or loss Marketing Registration, in which event Seller shall use commercially reasonable efforts to obtain such Japan Product Marketing Approval or Marketing Registration, or if the pending Japan Product Marketing Approval or Marketing Registration is assignable, to have Seller assign to Buyer any rights that Seller may have with respect to the Purchased Assets, except for pending Japan Product Marketing Approval or Marketing Registration. Seller shall not be liable to or have any obligation to indemnify Buyer if all or any of the foregoing pending Japan Product Marketing Approval or Marketing Registrations are delayed or are not issued for any reason by any Regulatory Authority, other than on account of Seller’s gross negligence, recklessness or willful misconduct, or its material failure to comply with applicable Law, this Agreement or the applicable Other Agreements, other than at the request of Buyer. For the avoidance of doubt, Buyer hereby agrees and acknowledges that nothing in this Agreement shall limit or restrict the right of Seller, its Affiliates and other Persons to whom Seller may from time to time grant such right to make, have made, use, offer to sell, sell, import and export: (i) the Products or, subject to the extent they arise under provisions of the Excluded Assets; Manufacturing Support Services Agreement and the Supply of Products for the Humanitarian Program Agreement, any similar products that operate in a Rapid Manner for the detection of infectious diseases (nincluding HIV and hepatitis) to in any of the extent transferable, all telephone and facsimile numbers and Internet domain addressesLeast Developed Countries, in each case related to case, solely for the Purchased Assetspurposes of the Humanitarian Program, including, without limitation, those described on Schedule 2.1 (n); (oii) all other assets used in connection with the Business and not retained by Seller pursuant subject to Section 2.22.1(c) of the Noncompetition Agreement, OraSure HIV or any replacement product manufactured by or on behalf of Buyer or its Affiliates and distributed in lieu of OraSure HIV anywhere in the United States, and (iii) subject to Section 2.1(d) of the Noncompetition Agreement, any Additional Assay Capabilities or any replacement product manufactured by or on behalf of Buyer or its Affiliates and provided in lieu of any previously provided Additional Assay Capability anywhere in the world. Notwithstanding the definition of Abbott Excluded Business, for the avoidance of doubt, Seller acknowledges that Buyer, Buyer’s Affiliates and any Person acting on Buyer’s behalf shall not be limited from promoting, marketing, distributing or selling the Products to any customer or end user, including any hospitals, laboratories, blood banks or similar locations, provided that such Products are not promoted, marketed, distributed or sold for use outside of the Field of Use.

Agreements to Purchase and Sell. Subject Except as otherwise provided in this Agreement, at the Closing, in accordance with this Agreement and pursuant to the terms and conditions contained of this Agreement and the Local Agreements, as applicable, for the consideration stated herein, at the ClosingSellers shall grant, Seller shall sell, transfer, convey, assign and deliver to BuyerBuyers, and Buyer Buyers shall purchase and accept from SellerSellers, free and clear from of all Encumbrances (except the Permitted Encumbrances)Liens, all of Seller’s right, title title, and interest of Sellers in and to all of the properties, assets, and other rights of every kind and nature, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by Seller as of the Closing, in each case to the extent primarily relating to or used in the Business regardless of where such assets are located (collectivelyTransferred Intellectual Property, the “Purchased Assets”), including but not limited to the followingTransferred License Agreements and: (a) all cash needed to conduct the Seller’s first scheduled promotion following the ClosingInventory; (b) all accounts receivable, notes and notes receivable and other receivables (whether or not billed) relating of Sellers’ rights to the Business (collectively, the “Accounts Receivable”) to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the Closing; (c) all lighting, trusses, machinery, tools, spare parts, vehicles, furniture, fixtures, fighter cages and other equipment fixed and other tangible personal property (excluding Inventory) of used primarily in the Business whether owned or leased by Sellers (collectively, the “Equipment”); (c) copies of the documents and information placed in the Intralinks virtual data room by Seller Parent for review by Buyer Parent during the negotiation of this Agreement, including such Equipment identified on the index to which is attached hereto as Schedule 2.1(c), and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with the Equipment; (d) all contracts and agreements intentionally omitted; (e) subject to the provisions of Seller includingSection 2.5, without limitationthe Contracts to the extent related to the Business or the Acquired Assets (other than the License Agreements), leasesincluding those Contracts set forth on Schedule 2.1(e)(i), licenses(collectively the “Business Contracts”); provided, sponsorship agreementshowever, agreements with fighters and managers, employment agreements, non-competition and non-solicitation agreements, agreements with event venues, open quotations and bids from no Contract shall be deemed assigned by virtue of being on Schedule 2.1(e)(i) to the extent such Contract is no longer in effect or to the extent such Contract is not related to the Business; provided further, that, notwithstanding anything to the contrary, the Business Contracts that are Shared Business Contracts shall be treated as set forth in Section 7.13; (f) to the extent transferable under applicable Law, all of Seller’s suppliersrights, customers or potential customers, title and other agreements, whether oral or written, relating interest in the Regulatory Registrations exclusively related to or used in the Business, including those identified on listed in Schedule 2.1(d2.1(f) to the extent exclusively related to the Business, supported by and including: (collectivelyi) the original documents under the possession of Sellers evidencing Regulatory Registrations, or if the “Assumed Contracts”); original is not available, certified copies of the portions thereof related to the Products, in each case to the extent assignable with or without the Consent of the issuing Regulatory Authority; (eii) 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 certified copies of such materials un-redacted but subject to the confidentiality provisions of this Agreement; and (iii) all of Sellers’ rights with respect to any Regulatory Registrations held in the name of a third party. If an application of a Seller for a Regulatory Registration is pending on the Closing Date and such Regulatory Registration may be assigned under applicable Law once obtained, Buyer Parent may elect, at its sole and exclusive cost, to have such Seller continue with the all leases and subleases pending application for such Regulatory Registration, in which event such Seller shall use commercially reasonable efforts to obtain such Regulatory Registration (for the avoidance of real property relating doubt, Buyer Parent may not make such election if such Regulatory Registration will not be assignable under applicable Law once obtained by such Seller), or if the pending application for such Regulatory Registration is assignable, to have such Seller assign to a Buyer designated by Buyer Parent any rights that such Seller may have with respect to the pending application for such Regulatory Registration. Sellers shall not be liable to or used in have any obligation to indemnify Buyers if all or any of the Business and listed on Schedule 2.1(e) (“Real Estate Leases”); (f) all deposits, prepayments and prepaid expenses pending applications for Regulatory Registrations are delayed or other similar current assets used in the Businessare not issued for any reason by any Regulatory Authority unless such delay or nonissuance is a direct result of an act or omission by any Seller that constitutes gross negligence or intentional misconduct; (g) all transferable approvalscopies of the design history files owned by Sellers or their Affiliates and any of Sellers’ rights with respect to design history files not owned by Sellers or their Affiliates, authorizationsin each case with respect to the Products; provided, certificationshowever, consentsthat if any design history files also covers the design history files of other products of Sellers or any of their Affiliates, variances, permissions, licenses and Permits Sellers may elect to redact those portions that pertain to such other products or from, or filings, notices or recordings deliver copies of the design history files un-redacted but subject to or with, any Governmental Authority used in the Businessconfidentiality provisions of this Agreement; (h) all inventory, including all raw materials, work-in-process, finished goods, packaging materials, office supplies, maintenance supplies, spare parts and similar items used or intended for use in connection with the Business (“Inventory”)intentionally omitted; (i) all leasehold improvements constructed management information or information technology systems used primarily in connection with the conduct of the Business that are owned, licensed, leased or otherwise held for use by Seller Sellers or provided by landlords for Selleroperated on behalf of Sellers, subject to including all computer hardware, Software, and telecommunications systems used primarily in connection with the rights and obligations under conduct of the Real Estate LeasesBusiness, other than the computer hardware, Software or telecommunications systems that constitute a Product or are embedded in or included with any Product (the “MIS Systems”); (j) all sales real property, buildings, structures and marketing informationimprovements thereon, whether owned or leased by Sellers or any of Sellers’ Affiliates, together with the fixtures and fittings attached thereto, including all customer records manufacturing, distribution and sales history with respect to customers administration facilities of Sellers, in each case as described on Schedule 2.1(j) (including invoicesthe “Real Property”), sales and marketing records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and records of every kind, tangible data, customer lists (including appropriate contact information), vendor and supplier lists, service provider lists, promotional literature and advertising materials, catalogs, data books and records, of the Seller, relating to the Business; (k) all Intellectual Property Rights related of Seller Parties’ rights to and goodwill with respect to the Business, including the goodwill of the business related thereto (collectivelyProducts, the “Transferred Intellectual Property”)Acquired Assets and the Business; (l) all records, reports and information files of Seller relating to the Business (including business development and development history files)Target Shares; (m) all claims, warranties, guarantees, refunds, causes of action, defenses, counterclaims, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (including rights to insurance proceeds) related to the Business, received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets, except for any of the foregoing to the extent they arise under the Excluded AssetsAccounts Receivable; (n) to the extent transferable, all telephone Books and facsimile numbers and Internet domain addresses, in each case related to the Purchased Assets, including, without limitation, those described on Schedule 2.1 (n)Records; (o) all tangible and intangible assets specifically transferred to a Buyer pursuant to a Local Agreement; (p) all lease receivables of the Business held by an Affiliate of any Seller, including, the lease receivables of the Business held by Olympus Receivables Financing Company as set forth in Footnote (3) to the Audited Financial Statements; and (q) the other tangible and intangible assets (other than Intellectual Property) primarily used in connection the Business. The assets described in Sections 2.1(a) through and including 2.1(q), together with the Business Transferred Intellectual Property and not retained by Seller pursuant the Transferred License Agreements, collectively are referred to Section 2.2herein as the “Acquired Assets.”

Agreements to Purchase and Sell. Subject to the terms and conditions contained herein, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, free and clear from all Encumbrances (except the Permitted Encumbrances), all of Seller’s right, title and interest in and to all of the properties, assets, and other rights of every kind and nature, whether tangible or intangible, real or personal, owned, leased, licensed or otherwise held by Seller as of the Closing, in each case to the extent primarily relating to or used in the Business regardless of where such assets are located (collectively, the “Purchased Assets”), including but not limited to the following: (a) all cash needed to conduct the Seller’s first scheduled promotion following the Closing; (b) all accounts receivable, notes and notes receivable and other receivables (whether or not billed) relating to the Business (collectively, the “Accounts Receivable”) to the extent needed to satisfy Seller’s cash outlays for its first scheduled promotion following the Closing); (cb) all lighting, trusses, machinery, tools, spare parts, vehicles, furniture, fixtures, fighter cages and other equipment and other tangible personal property (excluding Inventory) of the Business (collectively, the “Equipment”), including such Equipment identified on Schedule 2.1(c2.1(b), and all transferrable warranties and guarantees, if any, express or implied, existing for the benefit of Seller in connection with the Equipment; (dc) all contracts and agreements of Seller including, without limitation, leases, licenses, sponsorship agreements, Fighter Agreements and any other agreements with fighters and managers, employment agreements, non-competition and non-solicitation agreements, agreements with event venues, open quotations and bids from or to Seller’s venues, suppliers, customers or potential customers, and other agreements, whether oral or written, relating to or used in the Business, including those identified on Schedule 2.1(d2.1(c) (collectively, the “Assumed Contracts”); (ed) all rights under the all leases and subleases of real property relating to or used in the Business and listed on Schedule 2.1(e2.1(d) (“Real Estate Leases”); (fe) all deposits, prepayments and prepaid expenses or other similar current assets used in the Business; (gf) all transferable approvals, authorizations, certifications, consents, variances, permissions, licenses and Permits to or from, or filings, notices or recordings to or with, any Governmental Authority used in the Business; (hg) all inventory, including all raw materials, work-in-process, finished goods, packaging materials, office supplies, maintenance supplies, spare parts and similar items used or intended for use in connection with the Business (“Inventory”); (ih) all leasehold improvements constructed by Seller or provided by landlords for Seller, subject to the rights and obligations under the Real Estate Leases; (ji) all sales and marketing information, including all customer records and sales history with respect to customers (including invoices), sales and marketing records, price lists, documents, correspondence, studies, reports, and all other books, ledgers, files, and records of every kind, tangible data, customer lists (including appropriate contact information), vendor and supplier lists, service provider lists, promotional literature and advertising materials, catalogs, data books and records, of the Seller, relating to the Business; (kj) all Intellectual Property Rights related to the Business, including the goodwill of the business related thereto (collectively, the “Transferred Intellectual Property”), subject to the exercise by the Seller of the Buyback Option upon the occurrence of a Buyback Condition; (lk) all records, reports and information files of Seller relating to the Business (including business development and development history files); (ml) all claims, warranties, guarantees, refunds, causes of action, defenses, counterclaims, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (including rights to insurance proceeds) related to the Business, received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets, except for any of the foregoing to the extent they arise under the Excluded Assets; (nm) to the extent transferable, all telephone and facsimile numbers and Internet domain addresses, in each case related to the Purchased Assets, including, without limitation, those described on Schedule 2.1 2.1(m); (n);) cash in the aggregate amount of $158,951 which will be deposited at Closing by Seller into an Alliance MMA bank account; and (o) all other assets used in connection with the Business and not retained by Seller pursuant to Section 2.2.