Common use of DESCRIPTION OF ASSETS TO BE ACQUIRED Clause in Contracts

DESCRIPTION OF ASSETS TO BE ACQUIRED. On the terms and subject to the conditions set forth in this Agreement, at the Closing Time (as defined in Section 7.1), Seller will convey, sell, transfer, assign, and deliver to Purchaser and Purchaser shall purchase and acquire from Seller, all right, title, and interest in and to the assets, properties, and rights of Seller specifically referred to in this Section 1.1 (collectively, the "Assets") free and clear of all liens, pledges, charges, claims, actions, suits, proceedings, security interests or other encumbrances of any sort ("Liens"), other than as set forth on Schedule 1.1. The Assets consist of the following: (a) All of Seller's interests in the machinery, equipment, instruments, computer hardware and software, tooling, furniture, fixtures, motor vehicles, supplies, repair and maintenance parts, demonstration units and other fixed assets, together with manufacturer or vendor warranties associated therewith, listed on Schedule 1.1 (a); (b) All of Seller's inventories of raw materials (together with any manufacturer or vendor warranties associated therewith), work-in-process, finished goods and supplies, including scrapwork and rework, listed on Schedule 1.1 (b); (c) All of Seller's claims and rights under all agreements, contracts, licenses, leases, franchises, instruments, documents, purchase and sale orders and other executory commitments, all cash, cash equivalents and bank accounts owned by Seller at the Closing Date and all of Seller's permits, consents and certificates of any regulatory, administrative or other governmental agency or body, listed on Schedule 1.1 (c) hereto; (d) All of Seller's interests in the leasehold[s] listed on Schedule 1.1(d), and all related rights, easements and uses which benefit or burden any such property; (e) All of Seller's right, title and interest to trademarks, trademark rights, service marks, service mark rights, copyrights, trade namex, xrade name rights, fictitious business names, nondisclosure agreements, confidentiality agreements, assignment of inventions agreements, proprietary information and inventions agreements, works of authorship, inventions, software, source code, industrial models, industrial designs, utility models and certificates of invention, designs emblems and logos, trade secrets, know-how, manufacturing formulae, technical information, patents, patent applications, mask work registrations, inventions, franchises, franchise rights, customer and supplier lists listed on Schedule 1.1(e), together with the goodwill associated therewith and all other proprietary rights, information and processes; (f) All accounts and notes receivable of Seller, all of which are listed on Schedule 1.1(f); (g) Duplicates of all of Seller's original books of account, general ledgers, sales invoices, purchase orders, accounts payable and payroll records, tax returns and supporting schedules, drawings, files, papers and all other records relating to Seller's business; (h) All rights under express or implied warranties from suppliers of Seller's business only to the extent such warranties relate to the business; (i) All of the causes of action, judgments, and claims or demands of whatever kind or description arising out of the activities of Seller's business, but only to the extent such causes of action, judgments and claims or documents relate to the business; and (j) All goodwill of Seller's business.

DESCRIPTION OF ASSETS TO BE ACQUIRED. On Upon the terms and subject to the conditions set forth in this Agreement, at the Time of Closing Time (as defined in Section 7.1), Seller will agrees to convey, sell, transfer, assign, and deliver to Purchaser Purchaser, and Purchaser shall purchase and acquire from Seller, all rightrights, title, and interest of Seller at the Time of Closing in and to the certain assets, properties, and rights of Seller specifically referred to which are used primarily in this Section 1.1 (collectively, connection with the "Assets") free and clear of all liens, pledges, charges, claims, actions, suits, proceedings, security interests or other encumbrances of any sort ("Liens"), other than Business as set forth on Schedule 1.1. The Assets consist of below (but excluding the following:"Excluded Assets," as such term is defined in Section 1.4 below): (a) All of Seller's interests in the machinery, equipment, instruments, computer hardware and software, tooling, hardware and software design libraries, designs, drawings, blueprint specification sheets, layouts, advertising and promotional materials, furniture, fixtures, motor vehicles, supplies, repair and maintenance parts, demonstration units and other fixed assets, together used primarily in connection with manufacturer or vendor warranties associated therewith, the Business and specifically listed on Schedule 1.1 (a)SCHEDULE 1.2(A) hereto; (b) All of Seller's inventories of raw materials (together with any manufacturer or vendor warranties associated therewith)materials, workworks-in-process, component parts, finished goods and supplies, including scrapwork used primarily in connection with the Business and rework, specifically listed on Schedule 1.1 SCHEDULE 1.2(B) hereto (bcollectively, the "Inventory"); (c) All of Seller's claims and rights under all those agreements, contracts, licenses, leases, franchises, instruments, documents, purchase and sale orders and other executory commitments, all cash, cash equivalents commitments related primarily to the Business and bank accounts owned by Seller at the Closing Date and all of Seller's permits, consents and certificates of any regulatory, administrative or other governmental agency or body, specifically listed on Schedule 1.1 SCHEDULE 1.2(C) hereto (c) heretocollectively, the "Contracts"); (d) All of Seller's interests in the leasehold[s] listed on Schedule 1.1(d), and all related rights, easements and uses which benefit or burden any such property; (e) All of Seller's right, title and interest to trademarks, trademark rights, service marks, service mark xxxx rights, copyrights, trade namexnames, xrade trade name rights, fictitious business names, nondisclosure agreements, confidentiality agreements, assignment of inventions agreements, proprietary information the rights to the name "CommercialWare" and inventions agreementsall variants thereof, works of authorship, inventions, software, source code, industrial models, industrial designs, utility models and certificates of invention, designs designs, emblems and logos, trade secrets, know-how, manufacturing formulae, technical information, patents, patent applications, mask work registrations, inventions, franchises, franchise rights, customer and supplier lists listed on Schedule 1.1(e), together with the goodwill associated therewith and all other proprietary rightsrights used primarily in connection with the Business and specifically listed on SCHEDULE 1.2(D) hereto (collectively, information the "Intellectual Property"); (e) All accounts receivable of Seller related to the Business and processesspecifically listed on SCHEDULE 1.2(E) hereto (collectively, the "Accounts Receivable"); (f) All accounts and notes receivable Copies of Seller, all of which are listed on Schedule 1.1(f); (g) Duplicates of all of Seller's original books of account, general ledgersbooks, sales invoices, purchase orders, accounts payable and payroll records, tax returns and supporting schedules, drawings, files, papers orders and all other records relating to Seller's business; (h) All rights under express or implied warranties from suppliers of Seller's business only to the extent such warranties which relate to or document the business; Assets (i) All of the causes of action, judgments, and claims or demands of whatever kind or description arising out of the activities of Seller's business, but only to the extent such causes of action, judgments and claims or documents relate to the business"Records"); and (jg) All goodwill of Seller's businessthe Business (the "Goodwill").

DESCRIPTION OF ASSETS TO BE ACQUIRED. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Time (as defined in Section 7.16.1), Seller will agrees to convey, sell, transfer, assign, assign and deliver to Purchaser Buyer, and Purchaser Buyer shall purchase and acquire from Seller, all right, title, title and interest of Seller in and to the assets, properties, and rights of Seller specifically referred to in this Section 1.1 the business of Incara Research Laboratories, Seller's anti-infective division (collectively, the "Assets") free and clear of all liens, pledges, charges, claims, actions, suits, proceedings, security interests or other encumbrances of any sort ("LiensBusiness"), other than as set forth on Schedule 1.1. The Assets consist of every kind, nature and description, personal, tangible and intangible, known or unknown, wherever located, including, without limiting the generality of the followingforegoing: (a) All of Seller's interests in real property and improvements owned or leased by Seller and used in connection with the machineryBusiness, equipment, instruments, computer hardware a list of all known such ownership interests in real property and software, tooling, furniture, fixtures, motor vehicles, supplies, repair and maintenance parts, demonstration units and other fixed assets, together with manufacturer or vendor warranties associated therewith, listed improvements being set forth on Schedule 1.1 A, and a list of all known such leases in real property and improvements being set forth on Schedule B, along with all appurtenant rights, easements and privileges appertaining or relating thereto, and all buildings, fixtures and improvements located thereon and therein (athe "Real Property"); (b) All machinery, equipment, instruments, parts, supplies, furniture, computer hardware and software and related materials, automobiles and other vehicles, and other tangible personal property used in connection with the Business which are owned or leased by Seller, and all purchase or lease contracts therefor which provide for future delivery (the "Personal Property"), a list of all known ownership interests in Personal Property with a value equal to or in excess of Three Thousand Dollars ($3,000) being set forth on Schedule C and a list of all known leases in Personal Property with an annual rental of Three Thousand Dollars ($3,000) or more being set forth and described on Schedule D; (c) All inventory of Seller's inventories of , including laboratory and business supplies, raw materials (together with any manufacturer or vendor warranties associated therewith)materials, work-in-process, finished goods chemical entities or compounds and suppliesbiological materials held or made in connection with the Business (the "Inventory"), including scrapwork and rework, listed a general description of all such Inventory being set forth on Schedule 1.1 (b)E; (cd) All of Seller's claims and rights under all agreements, contracts, licenses, leases, franchises, instruments, documents, purchase and sale orders and other executory commitments, all cash, cash equivalents and bank accounts owned by Seller at the Closing Date and all of Seller's permits, consents and certificates of any regulatory, administrative or other governmental agency or bodybody issued to or held by Seller necessary or incidental to the Business immediately prior to the Closing (to the extent the same are transferable), listed on Schedule 1.1 (c) hereto; (d) All whether oral or written, relating to the operation of Seller's interests in Business (the leasehold[s] listed "Contracts"), a list of such items (excluding Contracts with a value of less than Three Thousand Dollars ($3,000)) being set forth and described on Schedule 1.1(d), and all related rights, easements and uses which benefit or burden any such property;F; [ ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED AND FILED SEPARATELY WITH THE SEC. (e) All cash, cash equivalents, accounts receivable, notes receivable, advances, prepaid expenses, taxes and deposits of Seller's rightthe Business and all assets of a similar nature, title as set forth and interest to trademarks, trademark rights, service marks, service mark rights, copyrights, trade namex, xrade name rights, fictitious business names, nondisclosure agreements, confidentiality agreements, assignment of inventions agreements, proprietary information and inventions agreements, works of authorship, inventions, software, source code, industrial models, industrial designs, utility models and certificates of invention, designs emblems and logos, trade secrets, know-how, manufacturing formulae, technical information, patents, patent applications, mask work registrations, inventions, franchises, franchise rights, customer and supplier lists listed described on Schedule 1.1(e), together with the goodwill associated therewith and all other proprietary rights, information and processesG; (f) All accounts technology, proprietary programs, trade secrets, proprietary rights, marks, patents, trademarks, names, tradenames, symbols, service marks, logos and notes receivable copyrights (including all registrations, applications, reissues, renewals, continuations and extensions pertaining to any of Sellerthe foregoing), designs and drawings and licenses in respect thereof, used relating to the Business (the "Proprietary Rights"), a list and description of all of which are listed such items being set forth on Schedule 1.1(f)H; (g) Duplicates Originals or duplicate copies thereof of all of Seller's original books of account, general ledgers, sales invoices, purchase orders, accounts payable and payroll records, tax returns customer accounts and supporting scheduleslists, drawings, files, papers and all other records relating to the Business located in Cranbury, New Jersey and copies of the confidentiality agreements relating to the Business located at Seller's businessfacility in North Carolina (the "Records"); (h) All rights under express or implied warranties from suppliers goodwill of Seller's business only to the extent such warranties relate to the business;Business; and (i) Any and all other rights, titles, interests, privileges and appurtenances of Seller of any nature in any way related to, or used in connection with, the ownership or operation of the foregoing items, or otherwise necessary for the conduct of the Business; provided, however, nothing contained in this Article I is intended to include assets of Seller located at Seller's headquarters in North Carolina used primarily to manage Seller's ownership and operation of the Assets and Business (such as computer programs for financial, payroll and administrative functions) and to monitor the administrative operations of Seller in Cranbury, New Jersey. All of the causes of actionassets, judgmentsproperties, rights and claims or demands of whatever kind or description arising out of business to be conveyed, sold, transferred, assigned and delivered to Buyer pursuant to this Section 1.1 are hereinafter collectively referred to as the activities of Seller's business, but only to the extent such causes of action, judgments and claims or documents relate to the business; and (j) All goodwill of Seller's business"Assets."

DESCRIPTION OF ASSETS TO BE ACQUIRED. On Upon the terms and subject to the conditions set forth in this Agreement, at the Time of Closing Time (as defined in Section 7.1), Seller will and IAC agree to convey, sell, transfer, assign, and deliver to Purchaser Purchaser, and Purchaser shall purchase from Seller and acquire from SellerIAC, all right, title, and interest of Seller, IAC and Seller's other subsidiaries at the Time of Closing in and to the assets, properties, and rights of Seller specifically referred to in this Section 1.1 the Business of every kind, nature, and description, personal, tangible and intangible, known or unknown, wherever located, including, without limiting the generality of the foregoing (collectively, but excluding the "Excluded Assets") free and clear of all liens, pledges, charges, claims, actions, suits, proceedings, security interests or other encumbrances of any sort ("Liens"), other than ," as set forth on Schedule 1.1. The Assets consist of the following:such term is defined in Section 1.2 below): (a) All of Seller's interests in the machinery, equipment, instruments, computer hardware and software, tooling, furniture, fixtures, motor vehicles, supplies, repair and maintenance parts, demonstration units units, and other fixed assets, together with manufacturer or vendor warranties associated therewith, including, without limitation, those interests listed on Schedule 1.1 SCHEDULE 1.1 (a)) hereto; (b) All of Seller's inventories of raw materials (together with any manufacturer or vendor warranties associated therewith), workworks-in-process, finished goods and supplies, including scrapwork and rework, including, without limitation, those listed on Schedule 1.1 SCHEDULE 1.1 (b) hereto (collectively, the "Inventory"); (c) All of Seller's claims and rights under all those agreements, contracts, licenses, leases, franchises, instruments, documents, purchase and sale orders and other executory commitments, all cash, cash equivalents and bank accounts owned by Seller at the Closing Date and all of Seller's permits, consents consents, and certificates of any regulatory, administrative or other governmental agency or body, body listed on Schedule 1.1 SCHEDULE 1.1(c) hereto (c) heretocollectively, the "Contracts"); (d) All of Seller's interests in the leasehold[s] real property listed on Schedule SCHEDULE 1.1(d) hereto, and all buildings, facilities, and other improvements located thereon (including construction in progress), and together with all related rights, easements and uses which benefit or burden any such propertyproperty (collectively, the "Real Property"); (e) All of Seller's right, title and interest to trademarks, trademark rights, service marks, service mark xxxx rights, copyrights, trade namexnames, xrade trade name rights, fictitious business names, nondisclosure agreements, confidentiality agreements, assignment of inventions agreements, proprietary information and inventions agreements, works of authorship, inventions, software, source code, industrial models, industrial designs, utility models and certificates of invention, designs designs, emblems and logos, trade secrets, know-how, manufacturing formulae, technical information, patents, patent applications, mask work registrations, inventions, franchises, franchise rights, customer and supplier lists listed on Schedule 1.1(e), together with the goodwill associated therewith and all other proprietary rightsrights (collectively, information and processes; (f) All accounts and notes receivable of Sellerthe "Proprietary Rights"), all of which are including without limitation those listed on Schedule 1.1(f); (g) Duplicates of all of Seller's original books of account, general ledgers, sales invoices, purchase orders, accounts payable and payroll records, tax returns and supporting schedules, drawings, files, papers and all other records relating to Seller's business; (h) All rights under express or implied warranties from suppliers of Seller's business only to the extent such warranties relate to the business; (i) All of the causes of action, judgments, and claims or demands of whatever kind or description arising out of the activities of Seller's business, but only to the extent such causes of action, judgments and claims or documents relate to the business; and (j) All goodwill of Seller's business.SCHEDULE 1.1

DESCRIPTION OF ASSETS TO BE ACQUIRED. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Time (as defined in Section 7.16.1), Seller will agrees to convey, sell, transfer, assign, assign and deliver to Purchaser Buyer, and Purchaser Buyer shall purchase and acquire from Seller, all right, title, title and interest of Seller in and to the assets, properties, and rights of Seller specifically referred to in this Section 1.1 the business of Incara Research Laboratories, Seller's anti-infective division (collectively, the "Assets") free and clear of all liens, pledges, charges, claims, actions, suits, proceedings, security interests or other encumbrances of any sort ("LiensBusiness"), other than as set forth on Schedule 1.1. The Assets consist of every kind, nature and description, personal, tangible and intangible, known or unknown, wherever located, including, without limiting the generality of the followingforegoing: (a) All of Seller's interests in real property and improvements owned or leased by Seller and used in connection with the machineryBusiness, equipmenta list of all known such ownership interests in real property and improvements being set forth on SCHEDULE A, instrumentsand a list of all known such leases in real property and improvements being set forth on SCHEDULE B, computer hardware along with all appurtenant rights, easements and softwareprivileges appertaining or relating thereto, toolingand all buildings, furniture, fixtures, motor vehicles, supplies, repair fixtures and maintenance parts, demonstration units improvements located thereon and other fixed assets, together with manufacturer or vendor warranties associated therewith, listed on Schedule 1.1 therein (athe "Real Property"); (b) All machinery, equipment, instruments, parts, supplies, furniture, computer hardware and software and related materials, automobiles and other vehicles, and other tangible personal property used in connection with the Business which are owned or leased by Seller, and all purchase or lease contracts therefor which provide for future delivery (the "Personal Property"), a list of all known ownership interests in Personal Property with a value equal to or in excess of Three Thousand Dollars ($3,000) being set forth on SCHEDULE C and a list of all known leases in Personal Property with an annual rental of Three Thousand Dollars ($3,000) or more being set forth and described on SCHEDULE D; (c) All inventory of Seller's inventories of , including laboratory and business supplies, raw materials (together with any manufacturer or vendor warranties associated therewith)materials, work-in-process, finished goods chemical entities or compounds and suppliesbiological materials held or made in connection with the Business (the "Inventory"), including scrapwork and rework, listed a general description of all such Inventory being set forth on Schedule 1.1 (b)SCHEDULE E; (cd) All of Seller's claims and rights under all agreements, contracts, licenses, leases, franchises, instruments, documents, purchase and sale orders and other executory commitments, all cash, cash equivalents and bank accounts owned by Seller at the Closing Date and all of Seller's permits, consents and certificates of any regulatory, administrative or other governmental agency or bodybody issued to or held by Seller necessary or incidental to the Business immediately prior to the Closing (to the extent the same are transferable), listed on Schedule 1.1 (c) hereto; (d) All whether oral or written, relating to the operation of Seller's interests in Business (the leasehold[s] listed on Schedule 1.1(d"Contracts"), a list of such items (excluding Contracts with a value of less than Three Thousand Dollars ($3,000)) being set forth and all related rights, easements and uses which benefit or burden any such propertydescribed on SCHEDULE F; (e) All cash, cash equivalents, accounts receivable, notes receivable, advances, prepaid expenses, taxes and deposits of Seller's right, title and interest to trademarks, trademark rights, service marks, service mark rights, copyrights, trade namex, xrade name rights, fictitious business names, nondisclosure agreements, confidentiality agreements, assignment of inventions agreements, proprietary information and inventions agreements, works of authorship, inventions, software, source code, industrial models, industrial designs, utility models and certificates of invention, designs emblems and logos, trade secrets, know-how, manufacturing formulae, technical information, patents, patent applications, mask work registrations, inventions, franchises, franchise rights, customer and supplier lists listed on Schedule 1.1(e), together with the goodwill associated therewith Business and all other proprietary rightsassets of a similar nature, information as set forth and processesdescribed on SCHEDULE G; (f) All accounts technology, proprietary programs, trade secrets, proprietary rights, marks, patents, trademarks, names, tradenames, symbols, service marks, logos and notes receivable copyrights (including all registrations, applications, reissues, renewals, continuations and extensions pertaining to any of Sellerthe foregoing), designs and drawings and licenses in respect thereof, used relating to the Business (the "Proprietary Rights"), a list and description of all of which are listed such items being set forth on Schedule 1.1(f)SCHEDULE H; (g) Duplicates Originals or duplicate copies thereof of all of Seller's original books of account, general ledgers, sales invoices, purchase orders, accounts payable and payroll records, tax returns customer accounts and supporting scheduleslists, drawings, files, papers and all other records relating to the Business located in Cranbury, New Jersey and copies of the confidentiality agreements relating to the Business located at Seller's businessfacility in North Carolina (the "Records"); (h) All rights under express or implied warranties from suppliers goodwill of Seller's business only to the extent such warranties relate to the business;Business; and (i) Any and all other rights, titles, interests, privileges and appurtenances of Seller of any nature in any way related to, or used in connection with, the ownership or operation of the foregoing items, or otherwise necessary for the conduct of the Business; provided, however, nothing contained in this Article I is intended to include assets of Seller located at Seller's headquarters in North Carolina used primarily to manage Seller's ownership and operation of the Assets and Business (such as computer programs for financial, payroll and administrative functions) and to monitor the administrative operations of Seller in Cranbury, New Jersey. All of the causes of actionassets, judgmentsproperties, rights and claims or demands of whatever kind or description arising out of business to be conveyed, sold, transferred, assigned and delivered to Buyer pursuant to this Section 1.1 are hereinafter collectively referred to as the activities of Seller's business, but only to the extent such causes of action, judgments and claims or documents relate to the business; and (j) All goodwill of Seller's business"Assets."

DESCRIPTION OF ASSETS TO BE ACQUIRED. On Upon the terms and subject to the conditions set forth in this Agreement, at the Time of Closing Time (as defined in Section 7.16.1), Seller will Sellers agree to convey, sell, transfer, assign, assign and deliver to Purchaser Purchaser, and Purchaser shall agrees to purchase and acquire assume from SellerSellers, all right, title, title and interest of Sellers at the Time of Closing in and to the certain assets, properties, properties and rights of Seller specifically referred related to in this Section 1.1 (collectivelythe Business, the "Assets") free and clear of all liens, pledges, charges, claims, actions, suits, proceedings, security interests or other encumbrances of any sort ("Liens"), other than as set forth on Schedule 1.1. The Assets consist of the followingfollows: (a) The customer accounts of Sellers relating to the Business listed in SCHEDULE 1.1(a) and all customer and mailing lists relating to the Business, and all of the Sellers' rights to service with the Technologies the customer accounts listed in SCHEDULE 1.1(a); (b) All interests of Seller's interests Sellers in the machinerysoftware (including, without limitation, underlying information, technology, algorithms and the like) listed on SCHEDULE 1.1(b); (c) All interests of Sellers in the equipment, instruments, computer hardware and softwaresoftware (including, without limitation, underlying information, algorithms and the like), documentation and manuals (whether stored on a computer or in written form), software tools, tooling, furniture, fixtures, motor vehicles, supplies, repair and maintenance parts, demonstration units and other fixed assets, together with manufacturer or vendor warranties associated therewith, miscellaneous assets of the Business listed on Schedule 1.1 (aSCHEDULE 1.1(c); (bd) All of Seller's inventories of raw materials (together with any manufacturer or vendor warranties associated therewith), work-in-process, finished goods and supplies, including scrapwork and rework, listed on Schedule 1.1 (b); (c) All of Seller's claims and rights under all the agreements, contracts, contract rights, licenses, leasespurchase and sale orders, franchisesquotations and other executory commitments associated with the Business (collectively, instrumentsthe "Contracts"), documentsincluding contracts related to the customer accounts listed on SCHEDULE 1.1(a) and any additional Contracts listed on SCHEDULE 1.1(C), but excluding (i) any accounts receivable of Sellers relating to the Contracts and due and payable on or before the Time of Closing ("Sellers' Accounts Receivable"); and (ii) any other agreements, contract rights, licenses, purchase and sale orders and other executory commitmentsthe like relating to the Business, all cashunless so listed, cash equivalents and bank accounts owned by Seller at the Closing Date and all of Seller's permits, consents and certificates of any regulatory, administrative or other governmental agency or body, listed on Schedule 1.1 including without limitation those referred to in SCHEDULE 1.1(D) (c) hereto; (d) All of Seller's interests in the leasehold[s] listed on Schedule 1.1(d"Retained Contracts"), and all related rights, easements and uses which benefit or burden any such property; (e) All rights, if any, under express or implied warranties from suppliers and vendors of Seller's rightthe Sellers pertaining to the Assets, to the extent that same are assignable and such assignment does not hamper or otherwise affect Sellers' rights, duties, and obligations under the L&S Agreements; (f) The names "Siteman" and "MerchantWAVE," the domain names xxxxxxx.xxx and xxxxxxxxxxxx.xxx and xxxxxxxxx.xxx and the goodwill of the Business connected therewith or symbolized thereby; (g) All other rights, title and interest to any patents, trademarks, patent applications, trademark rights, trade secrets, information, proprietary rights, license rights, service marks, service mark rightsinventions, tradenames, copyrights, trade namex, xrade name rights, fictitious business names, nondisclosure agreements, confidentiality agreements, assignment of inventions agreements, proprietary information and inventions agreements, works of authorship, inventions, software, source code, industrial models, industrial designs, utility models and certificates of invention, designs emblems and logos, trade secrets, know-how, manufacturing formulaeprocesses, technical information, patentssoftware, patent applicationslicenses, mask work registrationsdesigns and confidentiality agreements, inventionslogos, franchises, franchise rights, and customer and supplier lists listed on Schedule 1.1(e)pertaining to the Business, together with the goodwill associated therewith and all other proprietary rights(collectively, information and processes; (fthe "Intellectual Property") All accounts and notes receivable of Seller, all of which are as listed on Schedule 1.1(for described in SCHEDULE 1.1(g); (gh) Duplicates Copies of all originals of Seller's original books of account, general ledgers, sales invoices, purchase orders, accounts payable and payroll records, tax returns drawings, advertising materials, marketing and supporting schedulesbusiness plans, drawingssales training and procedures information, files, papers and all other records relating to Seller's business; (h) All rights under express or implied warranties from suppliers of Seller's business only pertaining solely to the extent such warranties relate Business that have been prepared at or prior to the businessTime of Closing; (i) All of goodwill associated with the causes of action, judgments, Business and claims or demands of whatever kind or description arising out of the activities of Seller's business, but only to the extent such causes of action, judgments and claims or documents relate to the businessTechnologies; and (j) All goodwill of Seller's businessAny other properties or assets ("Other Assets") as are listed on SCHEDULE 1.1(i). The assets, properties, and rights to be conveyed, sold, transferred, assigned, and delivered to Purchaser pursuant to this Section 1.1 are sometimes hereinafter collectively referred to as the "Assets."

DESCRIPTION OF ASSETS TO BE ACQUIRED. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Closing Time (as defined in Section 7.1)Date, Seller will convey, shall sell, transferconvey, assign, transfer and deliver to Purchaser Buyer, and Purchaser Buyer shall purchase and acquire from Seller, free and clear of any Liens other than Permitted Encumbrances, all of Seller’s right, title, title and interest in and to the all of Seller’s property and assets, propertiesreal, personal or mixed, tangible and rights intangible, of Seller specifically referred to in this Section 1.1 every kind and description, wherever located, including the following (collectively, but excluding the "Excluded Assets") free and clear of all liens, pledges, charges, claims, actions, suits, proceedings, security interests or other encumbrances of any sort ("Liens"), other than as set forth on Schedule 1.1. The Assets consist of the following:): (a) All of Seller's interests in the machineryfurniture, equipmentfixtures, instrumentsfurnishings, equipment (including, without limitation, all computer hardware and software, tooling, furniture, fixtures, motor vehiclescomputer files, supplies, repair billing and maintenance partsoffice support equipment, demonstration units telecommunications equipment and records used in or necessary to operate, staff, prepare and collect bills and maintain the Business or any portion thereof) appliances and all other fixed assetstangible personal property of every kind, together with manufacturer manner and description owned by Seller, whether or vendor warranties associated therewithnot reflected as capital assets on the accounting records of Seller, including without limitation the material tangible items of personal property listed on Schedule 1.1 (a)2.1(a) hereto; (b) All of Seller's inventories of raw materials (together with any manufacturer or vendor warranties associated therewith), work-in-process, finished goods improvements to real property and supplies, including scrapwork and rework, listed on Schedule 1.1 (b)buildings leased by Seller pursuant to the real property leases for the Facilities; (c) All of Seller's ’s claims and rights under all agreements, contracts, licensescontract rights, leases, franchises, instruments, documentslicenses, purchase and sale orders orders, quotations, and other executory commitmentsagreements (collectively, all cashthe “Contracts”), cash equivalents and bank accounts owned by Seller at the Closing Date and all of Seller's permits, consents and certificates of any regulatory, administrative or other governmental agency or body, as listed on Schedule 1.1 (c2.1(c) hereto, and all outstanding offers or solicitations made by or to Seller to enter into any Contract; (d) All current assets of Seller's interests in the leasehold[s] listed on Schedule 1.1(d), including without limitation all (i) Accounts Receivable, (ii) inventory, and all related rights(iii) cash, easements bank accounts, cash equivalents, accounts receivable (net of reserves on the books) and uses which benefit or burden any such propertyunbilled customer receivables; (e) All Permits of Seller or with respect to the Assets, and pending applications therefore or renewals thereof, in each case to the extent such can be transferred, conveyed, assigned or sold to Buyer under applicable law, including without limitation those listed on Schedule 2.1(e) hereto; (f) All of Seller's ’s right, title and interest in and to trademarkscopyright rights, trade secret rights, trademark and service xxxx rights, service marks, service mark rights, copyrights, trade namex, xrade name rights, fictitious business names, nondisclosure agreements, confidentiality agreements, assignment of inventions agreements, proprietary information and inventions agreements, works of authorship, inventions, software, source code, industrial models, industrial designs, utility models and certificates of invention, designs emblems and logos, trade secrets, know-how, manufacturing formulae, technical information, patents, patent applications, mask work registrationspatent rights, and all other intellectual property and proprietary rights worldwide together with all of Seller’s right, title and interest in and to any underlying inventions, franchisesimprovements, franchise rightsprocesses, technical information, know-how, standards, processes, procedures, computer software, algorithms, designs, formulas, data, ideas, techniques, confidential and proprietary information, customer lists, supplier lists, Internet domain names, Internet web sites and supplier lists listed on Schedule 1.1(e)other information related in any manner to the Business or in which Seller has any proprietary interest, together with all of the goodwill associated therewith and all other proprietary rights(collectively, information and processes; (f) All accounts and notes receivable of Sellerthe “Proprietary Rights”), all of which are including without limitation those listed on Schedule 1.1(f)2.1(f) hereto; (g) Duplicates of all All data and records related to the Assets or the operation of Seller's original books of account, general ledgersincluding without limitation client and customer lists and records, sales invoicessupplier lists and records, purchase ordersreferral sources, accounts payable research and development reports and records, standards, templates, processes and procedures, personnel and payroll records, tax returns service and supporting scheduleswarranty records, drawingsequipment logs, filesoperating guides and manuals, papers financial and all accounting records, creative materials, advertising materials, promotional materials, studies, reports, plans, correspondence and other records relating to Seller's businesssimilar documents; (h) All insurance benefits, including without limitation rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities; (i) All of Seller’s rights, if any, under express or implied warranties from suppliers and vendors of Seller's business only to the extent such warranties relate to the business; (ij) All of the Seller’s causes of action, judgments, and claims or demands of whatever kind or description arising out of the activities of Seller's business, but only relating to the extent Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such causes claims listed in Schedule 2.1(j) hereto; (k) All rights of actionSeller relating to deposits and prepaid expenses, judgments claims for refunds and claims rights to offset in respect thereof; (l) All goodwill associated with Seller (the “Goodwill”); (m) All tangible or documents intangible assets (including all trademarks, patents and intellectual property and proprietary rights) owned by Shareholders that in any way relate to the Business or are necessary to the operation of the Business; (n) The name “Do It Sports” and any other derivations thereof used by Seller in conducting business and any other names or logos used by Seller in the normal course of business; and (jo) All goodwill of Seller's business’s other intangible and tangible property, including without limitation all assets not heretofore mentioned. The assets, properties, and rights to be conveyed, sold, transferred, assigned, and delivered to Buyer pursuant to this Section 2.1 are sometimes hereinafter collectively referred to as the “Assets.” Notwithstanding the foregoing or anything to the contrary in this Agreement, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any liability or obligation related to the Assets, Seller or the Business unless Buyer specifically and expressly assumes such liability or obligation pursuant to Section 3.1.

DESCRIPTION OF ASSETS TO BE ACQUIRED. On the terms and subject to the conditions set forth in this Agreement, at the Closing Time (as defined in Section 7.1), Seller will convey, sell, transfer, assign, and deliver to Purchaser and Purchaser shall purchase and acquire from Seller, all right, title, and interest in and to the assets, properties, and rights of Seller specifically referred to in this Section 1.1 (collectively, the "Assets") free and clear of all liens, pledges, charges, claims, actions, suits, proceedings, security interests or other encumbrances of any sort ("Liens"), other than as set forth on Schedule 1.1. The Assets consist of the following: (a) All of Seller's interests in the machinery, equipment, instruments, computer hardware and software, tooling, furniture, fixtures, motor vehicles, supplies, repair and maintenance parts, demonstration units and other fixed assets, together with manufacturer or vendor warranties associated therewith, listed on Schedule 1.1 (a); (b) All of Seller's inventories of raw materials (together with any manufacturer or vendor warranties associated therewith), work-in-process, finished goods and supplies, including scrapwork and rework, listed on Schedule 1.1 (b); (c) All of Seller's claims and rights under all agreements, contracts, licenses, leases, franchises, instruments, documents, purchase and sale orders and other executory commitments, all cash, cash equivalents and bank accounts owned by Seller at the Closing Date and all of Seller's permits, consents and certificates of any regulatory, administrative or other governmental agency or body, listed on Schedule 1.1 (c) hereto; (d) All of Seller's interests in the leasehold[s] listed on Schedule 1.1(d), and all related rights, easements and uses which benefit or burden any such property; (e) All of Seller's right, title and interest to trademarks, trademark rights, service marks, service mark rights, copyrights, trade namexnames, xrade trade name rights, fictitious business fictitioux xxsiness names, nondisclosure agreements, confidentiality agreements, assignment of inventions agreements, proprietary information and inventions agreements, works of authorship, inventions, software, source code, industrial models, industrial designs, utility models and certificates of invention, designs emblems and logos, trade secrets, know-how, manufacturing formulae, technical information, patents, patent applications, mask work registrations, inventions, franchises, franchise rights, customer and supplier lists listed on Schedule 1.1(e), together with the goodwill associated therewith and all other proprietary rights, information and processes; (f) All accounts and notes receivable of Seller, all of which are listed on Schedule 1.1(f); (g) Duplicates of all of Seller's original books of account, general ledgers, sales invoices, purchase orders, accounts payable and payroll records, tax returns and supporting schedules, drawings, files, papers and all other records relating to Seller's business; (h) All rights under express or implied warranties from suppliers of Seller's business only to the extent such warranties relate to the business; (i) All of the causes of action, judgments, and claims or demands of whatever kind or description arising out of the activities of Seller's business, but only to the extent such causes of action, judgments and claims or documents relate to the business; and (j) All goodwill of Seller's business.

DESCRIPTION OF ASSETS TO BE ACQUIRED. On Upon the terms and subject to the conditions set forth in this Agreement, at the Time of Closing Time (as defined in Section 7.16.1 hereof), Seller will agrees to convey, sell, transfer, assign, and deliver to Purchaser Purchaser, and Purchaser shall agrees to purchase and acquire from Seller, all right, title, and interest of Seller at the Time of Closing in and to the certain assets, properties, and rights of Seller specifically referred related to in this Section 1.1 (collectivelythe Business, the "Assets") free and clear of all liens, pledges, charges, claims, actions, suits, proceedings, security interests or other encumbrances of any sort ("Liens"), other than as set forth on Schedule 1.1. The Assets consist of the followingfollows: (a) All of Seller's interests in the The machinery, equipmentequipment computer hardware, instrumentsperipherals, computer hardware and operating software, toolingapplication software, furniture, fixtures, motor vehicles, supplies, repair quality assurance equipment and maintenance parts, demonstration units furniture and other fixed assets, together with manufacturer or vendor warranties associated therewith, fixtures (the "Related Property") listed on Schedule 1.1 (a)1.1(a) hereto; (b) All The inventory owned by Seller related to the Business as listed on Schedule 1.1(b) hereto (whether located on the premises of Seller's inventories of raw materials (together with any manufacturer the facilities owned by Seller in San Jose, CA, in transit to or vendor warranties associated therewith)from such pren3ises, work-in-processin other storage or warehouse facilities, or otherwise) including, without limitation, finished goods and suppliescomponents, including scrapwork and rework, as listed on Schedule 1.1 1.1(b) hereto (bthe "Inventory"); (c) All of Seller's claims claims, rights and rights obligations (but, with respect to obligations, only to the extent expressly assumed pursuant to Section 2.1 hereof) under all agreements, contracts, contract rights, licenses, leases, franchises, instruments, documents, purchase and sale orders orders, quotations, and other executory commitmentscommitments associated with the Business (collectively, all cashthe "Con- tracts"), cash equivalents and bank accounts owned by Seller at the Closing Date and all of Seller's permits, consents and certificates of any regulatory, administrative or other governmental agency or body, that are listed on Schedule 1.1 (c1.1(c) heretohereto including the "Contracts Requiring Notation or Consents to Assignment" as such phrase is defined in Section 4.1(e)(C) hereof; (d) All claims and rights under all franchises, licenses, permits, consents, authorizations, certificates and approvals (collectively referred to herein as "Permits") of Seller's interests in any federal, state, or local regulatory, administrative, or other governmental agency or body issued to or held by Seller which are necessary, related or incidental to the leasehold[s] Business, that are listed on Schedule 1.1(d), and all related rights, easements and uses which benefit or burden any such property) hereto; (e) All of Seller's right, title and interest to trademarks, trademark patent rights, service marks, service mark copyright rights, copyrights, trade namex, xrade name secret rights, fictitious business names, nondisclosure agreements, confidentiality agreements, assignment of inventions agreements, proprietary information and inventions agreements, works of authorship, inventions, software, source code, industrial models, industrial designs, utility models and certificates of invention, designs emblems and logos, trade secrets, know-how, manufacturing formulae, technical information, patents, patent applications, mask work registrations, inventions, franchises, franchise rights, customer rights and supplier lists listed on Schedule 1.1(e)other intellectual property and proprietary rights throughout the world, together with the goodwill associated therewith and all other proprietary rights(collectively, information and processes; (f) All accounts and notes receivable of Sellerthe "Proprietary Rights"), all of which that are listed on Schedule 1.1(f); (g) Duplicates of all of Seller's original books of account, general ledgers, sales invoices, purchase orders, accounts payable and payroll records, tax returns and supporting schedules, drawings, files, papers and all other records relating to Seller's business; (h) All rights under express or implied warranties from suppliers of Seller's business only to the extent such warranties relate to the business; (i) All of the causes of action, judgments, and claims or demands of whatever kind or description arising out of the activities of Seller's business, but only to the extent such causes of action, judgments and claims or documents relate to the business; and (j) All goodwill of Seller's business.1.1

DESCRIPTION OF ASSETS TO BE ACQUIRED. On Upon the terms and subject to the conditions set forth in this Agreement, at the Time of Closing Time (as defined in Section 7.16.1 hereof), Seller will agrees to contribute, convey, sell, transfer, assign, and deliver to Purchaser and Purchaser shall purchase and acquire from SellerCompany, all right, title, and interest of Seller in and to the following assets, properties, and rights of Seller specifically referred to in this Section 1.1 (collectivelyrights, the "Assets") free and clear of all liens, pledges, charges, claims, actions, suits, proceedings, security interests or other encumbrances of any sort ("Liens"), other than as set forth on Schedule 1.1. The Assets consist of the followingwherever located: (a) All of Seller's interests in the machinery, equipment, instrumentscomputer hardware, computer hardware and peripherals, operating software, toolingapplication software, furnituredevelopment and debugging tools, fixturesdevelopment environments and quality assurance equipment and testing suites, motor vehiclesand furniture and fixtures primarily related to the Technology (the "Related Property"), supplies, repair and maintenance parts, demonstration units and other fixed assets, together with manufacturer or vendor warranties associated therewith, including those listed on Schedule 1.1 1.1 (a)) hereto; (b) All of Seller's inventories of inventory owned by Seller related to the Technology (wherever located), including, without limitation, raw materials (together with any manufacturer or vendor warranties associated therewith)materials, work-in-processprogress, finished goods and suppliessupplies related to the Technology, including scrapwork and rework, those listed on Schedule 1.1 1.1(b) hereto, excluding any excess, unusable or obsolete items (bthe "Inventory"); (c) All of Seller's claims and rights under all agreements, contracts, contract rights, sales invoices, licenses, leases, franchises, instruments, documents, purchase and sale orders orders, quotations, and other executory commitmentscommitments to the extent associated with the Technology or any other Assets, all cashas such term is defined below (collectively, cash equivalents and bank accounts owned by Seller at the Closing Date and all of Seller's permits"Contracts"), consents and certificates of any regulatory, administrative or other governmental agency or body, including those listed on Schedule 1.1 (c1.1(c) heretohereto and all "Contracts Requiring Novation or Consents to Assignment" as such phrase is defined in Section 4.1(l)(c) hereof; (d) All franchises, licenses, permits, consents, authorizations, certificates and approvals (collectively referred to herein as "Permits") of Seller's interests in any federal, state, or local regulatory, administrative, or other governmental agency or body issued to or held by Seller which are necessary, related or incidental to the leasehold[s] Technology or any other Assets, including those listed on Schedule 1.1(d), and all related rights, easements and uses which benefit or burden any such property) hereto; (e) All of Seller's rightrights, title and interest to patents, trademarks, patent applications, trademark rights, trade secrets, information, proprietary rights, license rights, service marks, service mark rightsinventions, tradenames, copyrights, trade namexprocesses, xrade name rightstechnical information, fictitious business namessoftware, nondisclosure agreementslicenses, confidentiality agreements, assignment of inventions agreementsdesigns, proprietary information and inventions confidentiality agreements, works of authorship, inventions, software, source code, industrial models, industrial designs, utility models and certificates of invention, designs emblems and logos, trade secrets, know-how, manufacturing formulae, technical information, patents, patent applications, mask work registrations, inventions, franchises, franchise rights, and customer and supplier lists listed on Schedule 1.1(e)related to the Technology or any other Assets, together with the goodwill associated therewith and all other proprietary rights(collectively, information and processesthe "Proprietary Rights"), including those listed on Schedule 1.1(e) hereto; (f) All accounts and notes receivable of SellerSeller related to sales or sales orders for the Technology or any other Assets, all of which are including those listed on Schedule 1.1(f); (g) Duplicates of all of Seller's original books of account, general ledgers, sales invoices, purchase orders, accounts payable and payroll records, tax returns and supporting schedules, drawings, files, papers and all other records relating to Seller's business; (h) All rights under express or implied warranties from suppliers of Seller's business only to the extent such warranties relate to the business; (i) All of the causes of action, judgments, and claims or demands of whatever kind or description arising out of the activities of Seller's business, but only to the extent such causes of action, judgments and claims or documents relate to the business; and (j) All goodwill of Seller's business.1.1