Common use of Purchase and Sale of Purchased Assets Clause in Contracts

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates to) sell, transfer, convey, assign and deliver to Purchaser free and clear of all Encumbrances other than Permitted Encumbrances, all right, title and interest of Seller and its Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) and Purchaser shall purchase and accept from Seller (or such Affiliates) the Purchased Assets: (a) all rights of Seller or its Affiliates under the Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as such Schedule may be updated by Seller not less than two (2) Business Days prior to the Closing Date to include rights and interests under any Contracts relating to the Product Business entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 (such Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as amended or supplemented, the “Purchased Contracts”) excluding, in each case, all rights to (i) any Accounts Receivable; and (ii) any other rights, claims or causes of action (including warranty claims) of or involving Seller or any of its Affiliates (A) arising prior to the Closing and relating to any Purchased Contract, or (B) related to products supplied or services provided by or to Seller or its Affiliates prior to the Closing that are not included in the Purchased Assets; (b) all rights and interests of Seller and its Affiliates to or in all Regulatory Approvals listed on Section 2.1.1(b) of the Seller Disclosure Schedule (the “Purchased Regulatory Approvals”); (c) all Seller Regulatory Documentation relating to Seller Products to the extent in the possession of Seller or any of its Affiliates, agents or attorneys; (d) all Authorizations relating specifically to the Product Business including, but not limited to, the Seller Authorizations; (e) all Seller Intellectual Property; (f) all Product Records; (g) all Product Promotional Material; (h) all Seller Products Technical Information; (i) all Purchased Product Inventory; and (j) all goodwill and the going concern value of the Product Business.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of set forth in this Agreement, at and effective as of the Closing, Seller shall (or Parent shall, and shall cause its applicable Affiliates the other Sellers to) , sell, transfer, convey, assign and deliver transfer to Purchaser or the applicable Purchaser Designated Affiliates, and Purchaser shall or shall cause the applicable Purchaser Designated Affiliates to purchase, acquire and accept, all of Seller Parent’s and its Subsidiaries’ right, title and interest, free and clear of all Encumbrances Liens other than Permitted EncumbrancesLiens, all right, title and interest of Seller and its Affiliates as at the Closing in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) and Purchaser shall purchase and accept from Seller (or such Affiliates) the Purchased Assets:): (a) all rights of Seller or its Affiliates under the Contracts equity interests in the Conveyed Subsidiaries (collectively, the “Shares”); (b) the real property that is set forth on in Section 2.1.1(a2.1(b) of the Seller Disclosure ScheduleLetter (collectively, as such Schedule may be updated by Seller not less than two the “Owned Real Property”) and the Facilities (2) Business Days prior to including the Closing Date to include related improvements and fixtures), and all easements and other rights and interests under any Contracts relating to appurtenant thereto; (c) the Product Business entered into by Seller or its Affiliates during the Pre-Closing Period real property leases, subleases, licenses and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 (such Contracts occupancy arrangements that are set forth on in Section 2.1.1(a2.1(c) of the Seller Disclosure Schedule, as amended or supplementedLetter (collectively, the “Real Property Leases” and the real property related to such Real Property Leases, the “Leased Real Property”), including the right to all security deposits and other amounts and instruments deposited by or on behalf of the Sellers thereunder; (d) (i) other than Information Systems (which are the subject of clauses (ii) and (iii)), the owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property (A) that is Related to the Business and located at a Facility, except as set forth on Section 2.3(a)(xx) of the Seller Disclosure Letter, or (B) set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, (ii) personal computers and vehicles primarily used by the Transferred Employees in respect of the Business (the assets described in the foregoing clauses (i) and (ii), collectively, the “Equipment”), (iii) Business IT Systems, and (iv) any leases relating to such Equipment or Business IT Systems (the “Equipment Leases”); (e) Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements (i) to which Seller Parent or any of its Subsidiaries is a party and that are related solely to the Business, a Purchased Asset or an Assumed Liability, or (ii) that constitute a Shared Contract, but only the portion of such Shared Contract related to the Business (collectively, the “Assumed Contracts”); (f) excludingall Inventory and samples of any Product; (g) all Business IP, including the right to xxx and recover and retain damages for past, present and future infringement or misappropriation of or other violation of any Business IP and all corresponding rights that, now or hereafter, may be secured throughout the world with respect to any Business IP, but for clarity excluding all Retained Names; (h) all Registration Information (including in relation to pending applications for Product Registrations and Manufacturing Registrations) Related to the Business; (i) all Governmental Authorizations, including Product Registrations, Manufacturing Registrations and Environmental Permits, that are owned, used or licensed (subject to the terms of such licenses) and Related to the Business; (j) without duplication, (A) all Records Relating to the Business (including any applicable attorney-client privilege, attorney work product protection and expectation of client privilege attaching to any such Record), other than the Records set forth on Section 2.1(j) of the Seller Disclosure Letter (the “Specified Records”); provided that the Sellers and their Affiliates may retain one (1) copy of each of the foregoing pursuant to Section 6.8 and remove or redact the names of any customers or vendors from such lists to the extent such customers or vendors relate solely to the Retained Businesses, (B) copies of (x) the portions of all Records that relate to, but do not primarily relate to, the Business and (y) the Specified Records, and (C) the corporate books and records (including Tax Returns other than any Seller Combined Tax Returns) of the Conveyed Subsidiaries and their Subsidiaries to the extent related to the Business; provided, further, that in each case of clauses (A)-(C), Seller Parent may redact or remove any information not related to the Business; (k) all accounts receivable and all other assets, in each casecase included in the calculation of Final Business Working Capital, and all Cash Equivalents included in the calculation of Final Business Net Cash; (l) the goodwill Relating to the Business, together with the right to represent to third parties that Purchaser is the successor to the Business; (m) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent) relating primarily to the Business, a Purchased Asset or an Assumed Liability; (n) all credits, prepaid expenses, rebates, deferred charges, advance payments, security deposits and other deposits or amounts held as surety by third Persons and prepaid items, in each case Related to the Business or primarily related to a Purchased Asset or an Assumed Liability and included in the calculation of Final Business Working Capital or Final Business Net Cash; (o) the amount of any insurance proceeds, recoveries or refunds (net of any reasonable costs of investigating and pursuing the underlying claim and of collection and any Taxes imposed in respect thereof) received by Seller Parent or any of its Affiliates under the Insurance Policies after the date hereof in respect of any Loss prior to the Closing in respect of any Purchased Asset or Assumed Liability to the extent Purchaser does not otherwise receive the benefit thereof (including through application of such proceeds) and except to the extent the related Liabilities are included in the calculation of Final Business Working Capital or Final Business Net Cash; (p) the assets of all Conveyed Subsidiary Plans and the assets transferred to Purchaser and the Purchaser Designated Affiliates pursuant to Section 6.6; (q) the assets set forth in Section 2.1(q) of the Seller Disclosure Letter; (r) to the extent legally transferable, all third-party warranties, indemnities, further assurance and other similar covenants, and guarantees to the extent relating to any of the Equipment, Inventory, other Purchased Assets and Assumed Liabilities; and (s) any other assets, properties or rights in each case Relating to the Business, other than those assets specifically identified as Excluded Assets in clauses (i) through (xx) of Section 2.3(a). Notwithstanding anything else herein to the contrary, (i) any Accounts Receivable; and assets, properties or rights of any Conveyed Subsidiary (iior Subsidiary thereof) any other rights, claims or causes that constitute Purchased Assets hereunder shall be deemed Purchased Assets for all purposes of action this Agreement (including warranty claims) Article VII), except to the extent any such asset, property or right otherwise would be an Excluded Asset had it not been an asset, property or right of such Conveyed Subsidiary or involving Subsidiary (and instead an asset, right, or property of Seller Parent or any of its Affiliates (Aother than a Conveyed Subsidiary (or a Subsidiary thereof))) arising (a “Conveyed Subsidiary Excluded Asset”), (ii) any Conveyed Subsidiary Excluded Asset shall be deemed an Excluded Asset for all purposes of this Agreement (including Article VII) and Seller Parent shall use commercially reasonable efforts to transfer such Conveyed Subsidiary Excluded Asset, subject to obtaining required consents and Approvals, out of the relevant Conveyed Subsidiary (or Subsidiary thereof) on or prior to the Closing and relating to any Purchased ContractClosing, or thereafter in accordance with Section 6.22, and (Biii) related to products supplied any Liability of any Conveyed Subsidiary (or services provided by Subsidiary thereof) that otherwise would be a Retained Liability had it not been a Liability of such Conveyed Subsidiary or to Seller or its Affiliates prior to the Closing that are not included in the Purchased Assets; Subsidiary (b) all rights and interests instead a Liability of Seller and its Affiliates to or in all Regulatory Approvals listed on Section 2.1.1(b) of the Seller Disclosure Schedule (the “Purchased Regulatory Approvals”); (c) all Seller Regulatory Documentation relating to Seller Products to the extent in the possession of Seller Parent or any of its AffiliatesAffiliates (other than a Conveyed Subsidiary (or a Subsidiary thereof))) shall be deemed a Retained Liability for all purposes of this Agreement (including Article VII) and Seller Parent shall use commercially reasonable efforts to transfer such Retained Liability, agents subject to obtaining required consents and Approvals, out of such Conveyed Subsidiary (or attorneys; (dSubsidiary thereof) all Authorizations relating specifically on or prior to the Product Business includingClosing, but not limited toor thereafter in compliance with Section 6.22. The transfer of assets, the Seller Authorizations; properties and rights of any Conveyed Subsidiaries (eor any Subsidiary thereof) all Seller Intellectual Property; (f) all Product Records; (g) all Product Promotional Material; (h) all Seller Products Technical Information; (i) all deemed a Purchased Product Inventory; and (j) all goodwill and the going concern value Asset shall be effected solely by virtue of the Product Businesstransfer of the Sellers’ right, title and interest in the Shares and not through the direct transfer of such assets, properties or rights, and Seller Parent and its Subsidiaries shall not be required to transfer any such assets, properties or rights of the Conveyed Subsidiaries and their Subsidiaries other than through the transfer of the Sellers’ right, title and interest in the Shares.

Purchase and Sale of Purchased Assets. Upon Subject to the terms and subject to the conditions of this AgreementAgreement (including but not limited to Section 1.13), at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates to) the Seller Entities and the Rexam Entities to sell, assign, transfer, conveyconvey and deliver, assign and deliver to Purchaser free and clear of all Encumbrances other than Permitted EncumbrancesEncumbrances on Purchased Assets (other than the Purchased Equity, which shall be sold, assigned, transferred, conveyed and delivered, free and clear of all Encumbrances other than those arising under securities Laws), to Purchaser and its designated Affiliates, and Purchaser shall purchase, acquire and accept on its behalf and on behalf of its designated Affiliates from the Seller Entities and the Rexam Entities, as applicable, all of their respective right, title and interest as of Seller and its Affiliates the Closing in and to all of only the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) and Purchaser shall purchase and accept from Seller (or such Affiliates) the Purchased Assets:): (a) (i) the Purchased Equity and (ii) the Business Real Property set forth on Schedule 1.1(a)(ii); and (b) to the extent not otherwise sold, assigned, transferred, conveyed or delivered to Purchaser directly or indirectly by the purchase of the Purchased Equity: (i) all rights under (A) any Contracts that are exclusively related to the Business, including each Contract set forth on Schedule 1.1(b)(i)(A) (except, in each case, for any Excluded Business Contracts and any Contracts that are the subject of Seller clause (B), (C), (D) or its Affiliates under (E) of this Section 1.1(b)(i)), (B) the Contracts set forth on Section 2.1.1(aSchedule 1.1(b)(i)(B), (C) all Contracts with respect to Intellectual Property set forth on Schedule 1.1(b)(i)(C) to the extent exclusively related to the Business (the “Business IP Licenses”), (D) the Transferred Supplier Contracts or such portion of the Seller Disclosure ScheduleTransferred Supplier Contracts solely to the extent related to the Business and (E) the Transferred Customer Contracts or such portion of the Transferred Customer Contracts solely to the extent related to the Business (collectively with the foregoing clauses (A), (B), (C) and (D), such Contracts or portion of such Contracts, as the case may be, together with any Contracts to the extent related to the Business to which a Purchased Entity or a subsidiary of a Purchased Entity is a party, the “Specified Business Contracts”), it being agreed that any such Contracts that are Shared Contracts shall be governed by Section 1.13(c) and shall be treated as Purchased Assets only to the extent provided therein; provided, however, that Seller may update Schedule may be updated by Seller not less 1.1(b)(i) no later than two (2) Business Days prior to the Closing Confirmation Date to include rights and interests under any account for Contracts relating to the Product Business that were entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 the terms of this Agreement or that have terminated in accordance with their terms after the date of this Agreement and prior to the time of such update; (ii) all inventory (whether raw materials, work in process, semi-finished goods, finished goods, scrap or supplies), including any such Contracts set forth inventory on Section 2.1.1(a) consignment, to the extent primarily used in the Business, wherever located (including at any of the Seller Disclosure ScheduleBusiness Real Property) (collectively, together with any inventory primarily used in the Business owned by any Purchased Entity or a subsidiary of a Purchased Entity as amended or supplementedof the Closing, the “Purchased ContractsInventory”); (iii) excluding, in each case, all rights to (i) any Accounts Receivable; and (ii) any other rights, claims or causes of action (including warranty claims) of or involving Seller or any of its Affiliates (A) arising prior to all Books and Records (excluding, for the Closing avoidance of doubt, any Tax Returns) and relating to any Purchased Contract, or (B) copies of all Tax Returns to the extent (and only to the extent) related to products supplied Taxes of the Purchased Entities or services provided by or with respect to Seller or its Affiliates prior to the Closing that are not included in the Purchased Assets; (biv) all rights Transferred Fixtures, Equipment and interests Tangible Personal Property (including (A) all copies of Seller third party software embedded therein and its Affiliates to or in all Regulatory Approvals listed on Section 2.1.1(b(B) copies of Technical Documentation that are maintained at the Seller Disclosure Schedule (the “Purchased Regulatory Approvals”Facilities with respect thereto); (cv) to the extent transferable under applicable Law, in part or whole, all rights to all causes of action, lawsuits, judgments, claims, defenses against third parties and demands of any nature arising on or after the Closing Date, whether arising by way of counterclaim or otherwise, in each case to the extent (and only to the extent) related to any Purchased Asset or Assumed Liability, except for claims for refunds of any Taxes (which shall be governed by Section 6.5(a)); (vi) to the extent transferable under applicable Law, all Business Permits and Environmental Permits (and all applications therefor) used exclusively in, or obtained exclusively for, the operation of the Business; (vii) all Seller Regulatory Documentation relating goodwill in respect of, or arising primarily out of, the conduct of the Business (including the exclusive right for Purchaser to represent itself as carrying on the operation of the Business at the applicable Business Real Properties in succession to Seller Products or Rexam, as applicable); (viii) all guaranties, warranties, indemnities and similar rights granted by any third party to the extent in respect of the possession Business or a Purchased Asset for the period on and after the Closing Date; (ix) all assets related to Employee Benefit Plans as explicitly set forth on Schedule 1.1(b)(ix); (A) the Intellectual Property set forth on Schedule 1.1(b)(x) (collectively, “Transferred Intellectual Property”), and (B) copies of Seller Know-How Documentation that are maintained as of the date of this Agreement at the Facilities or any of its Affiliates, agents or attorneys; (d) all Authorizations relating specifically to the Product Business including, but not limited to, the Seller Authorizations; (e) all Seller Intellectual Real Property; (fxi) all Product Recordspersonnel records to the extent pertaining to the Transferred Business Employees, to the extent permitted by applicable Law and subject to Section 1.2(l), and copies thereof (to the extent permitted by applicable Law) to the extent retained by Seller, Rexam or any of their respective Affiliates in accordance with Section 1.2(l); (gxii) all Product Promotional Materialthe insurance policies set forth on Schedule 4.8; (hxiii) all Seller Products Technical Informationthe other assets listed on Schedule 1.1(b)(xiii); (ixiv) all the Purchased Product InventoryAffiliate Interests; and (jxv) all goodwill advance trade credits and rebates and the going concern value prepaid item set forth on Exhibit A (in each case as calculated in accordance with the Closing Statement Methodologies) to the extent (and only to the extent) related to any Purchased Asset or Assumed Liability. Seller and Purchaser acknowledge and agree that a single asset may fall within more than one of Section 1.1(b)(i) through Section 1.1(b)(xv); such fact does not imply that (i) such asset shall be transferred more than once or (ii) any duplication of such asset is required. Seller and Purchaser further acknowledge and agree that any single asset that falls within any of Section 1.1(b)(i) through Section 1.1(b)(xv) may be transferred through the purchase of the Product BusinessPurchased Equity as well as through a separate asset transfer listed in this Section 1.1; such fact does not imply that (A) such asset shall be transferred more than once or (B) any duplication of such asset is required. The fact that a Purchased Asset may not be included under one clause of this Section 1.1 does not imply that it is not intended to be included under another clause of this Section 1.1. Seller and Purchaser also acknowledge and agree that from and after the Closing, none of Seller, Rexam or any of their Affiliates (other than the Purchased Entities) will retain hereunder any direct or indirect right, title or interest in any Purchased Asset, except as provided in this Agreement.

Purchase and Sale of Purchased Assets. Upon (a) Subject to the terms and subject to the conditions of this Agreement, at and effective as of the ClosingClosing Date, Seller and Xxxxxx shall (or shall cause its applicable Affiliates to) grant, sell, transfer, convey, assign assign, transfer and deliver to Purchaser, and Purchaser free shall purchase from Seller and clear of all Encumbrances other than Permitted EncumbrancesXxxxxx, all of its and his respective right, title and interest of Seller and its Affiliates in and to all of the Purchased Assets, wherever situated, free and clear of all Encumbrances. (b) The Purchased Assets do not include the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Excluded Assets”) and Purchaser shall purchase and accept from Seller ): (or such AffiliatesA) the Purchased Assets: corporate seal, charter documents, minute books, stock books, tax returns or other records having to do with the organization of Seller; (aB) all rights of Seller or its Affiliates under the Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as such Schedule may be updated by Seller not less than two (2) Business Days prior to the Closing Date to include rights and interests under any Contracts relating to the Product Business entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 (such Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as amended or supplemented, the “Purchased Contracts”) excluding, in each case, all rights to receive proceeds from insurance policies (i) any Accounts Receivable; and not included in the Assumed Contracts or (ii) any other rights, with respect to claims or causes of action (including warranty claims) of or involving Seller or any of its Affiliates (A) arising prior to the Closing Date; (C) rights to receive tax refunds; (D) all rights in the name “X. Xxxxxxxxx Robins” and relating to the corporate name “X. Xxxxxxxxx Xxxxxx Company, Inc.”; (E) any Purchased Contract, or (B) related to products supplied or services provided by or to Seller or its Affiliates prior to the Closing that are Contracts not included in the Purchased Assets; Assumed Contracts; (bF) Seller’s cash or cash equivalents reflected on the Financial Statements from the Most Recent Fiscal Year End with only such changes therein as shall have occurred in the regular and ordinary course of the Business as conducted by it consistent with its past practice since the Most Recent Fiscal Year End, including those listed on Schedule 2.1(b); (G) the security deposit under Seller’s existing real property lease; (H) all assets, Contracts and other rights related to Cephalon, Inc. and interests of Seller and its Affiliates to Amrix owned or in all Regulatory Approvals listed on Section 2.1.1(bleased by the Seller; or (H) of the Seller Disclosure Schedule (the “Purchased Regulatory Approvals”); (c) all Seller Regulatory Documentation relating rights which accrue or will accrue to Seller Products or Xxxxxx under this Agreement. Seller shall deliver to the extent Purchaser copies of Books and Records included in the possession of Seller or any of its Affiliates, agents or attorneys; (d) all Authorizations relating specifically to the Product Business including, but not limited to, the Seller Authorizations; (e) all Seller Intellectual Property; (f) all Product Records; (g) all Product Promotional Material; (h) all Seller Products Technical Information; (i) all Purchased Product Inventory; and (j) all goodwill Excluded Assets at Purchaser’s request and the going concern value of the Product Businessat Purchaser’s expense.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this AgreementAgreement and the Ancillary Agreements, at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates to) sell, transfer, convey, assign and deliver to Purchaser free Buyer, and clear of all Encumbrances other than Permitted Encumbrances, all right, title and interest of Seller and its Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) and Purchaser Buyer shall purchase and accept from Seller (or such Affiliates) ), the following (collectively, the “Purchased Assets:”), free and clear of any Encumbrances (other than Permitted Encumbrances): (a) (i) all rights and interests of Seller or its Affiliates under the Contracts set forth on Section 2.1.1(aSchedule 2.1.1(a)(i) and (ii) those certain rights and interests of Seller or its Affiliates set forth on Schedule 2.1.1(a)(ii) under the Seller Disclosure ScheduleContracts listed on Schedule 2.1.1(a)(ii), in each case ((i) and (ii)), as such Schedule may be updated by Seller not less than two (2) Business Days prior to the Closing Date solely to include rights and interests under any written Contracts relating to the Product Business entered into by Seller prior to the Execution Date, or its Affiliates during after the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract Execution Date in accordance with Section 5.3.4 (such Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as amended or supplemented, the “Purchased Contracts”) excluding4.2, in each case, to the extent that Buyer so elects to accept any such Contract in its reasonable discretion or to the extent Buyer had previously consented to Seller entering into such Contract pursuant to Section 4.2.2(d), and in each case, excluding all rights to (i) any Accounts Receivable; and (ii) any other rights, claims or causes of action (including warranty claimsclaims and Accounts Receivable) of or involving Seller or any of its Affiliates (A) arising prior to the Closing and relating to any Purchased Contract, or (B) thereunder related to products supplied or services provided by or to Seller or its Affiliates prior to the Closing that are not included in the Purchased AssetsAssets (the “Purchased Contracts”); (b) all rights and interests of Seller and its Affiliates to or in all Regulatory Approvals listed on Section Schedule 2.1.1(b) of from and after the Seller Disclosure Schedule Closing (the “Purchased Regulatory Approvals”); (c) the inventory of cell lines, master cell banks, working cell banks, reference standards, analytical markers and washed inclusion body paste, in each case relating exclusively to the Product; analytical reagents unique to the Product; samples used in stability studies with respect to the Product; released drug substance and work-in-process used exclusively in connection with the Manufacture of the Product; and labeled or unlabeled released filled Product (together with any Product packaging materials thereon), in each case, owned as of the Closing by Seller or any of Seller’s Affiliates that have not been sold to a wholesaler or distributor, including the inventory listed on Schedule 2.1.1(c) (the “Purchased Inventory”); (d) all Seller Regulatory Documentation relating rights in and with respect to Seller Products the collection of any proceeds from any insurance claim (including, subject to Section 2.1.4, any self-insured claim) or any contractual claim for recovery against a Third Party under a Purchased Contract, in any case, for any Loss related to any of the Purchased Inventory arising out of any circumstance or event occurring or arising between the Execution Date and the Closing Date to the extent in the possession of that such Loss has not been cured by Seller or any of its Affiliates, agents or attorneys; (d) all Authorizations relating specifically to the Product Business including, but not limited to, the Seller Authorizations; (e) all Seller Intellectual Propertythe Regulatory Documentation; (f) all the Product Records; (g) all the Product Promotional MaterialMaterials; (h) all Seller Products Technical Informationof Seller’s and its Affiliates’ rights in and under the Purchased Intellectual Property; (i) all Purchased of Seller’s and its Affiliates’ rights to the sourcing and Exploitation of the Product Inventoryin the Out-Licensed Territory, including all of Seller’s and its Affiliates’ rights to the Shionogi-owned or Controlled Records, subject to the terms of the Shionogi License Agreement; and (j) all goodwill of Seller’s and its Affiliates’ rights under the going concern value of Contracts set forth on Schedule 2.1.1(j), as such Schedule may be updated by Seller not less than two Business Days prior to the Product BusinessClosing Date, to the extent that Buyer so elects to accept any such additional Contract in its reasonable discretion.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this AgreementAgreement and the Ancillary Agreements, at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates to) sell, transfer, convey, assign and deliver to Purchaser free Buyer, and clear of all Encumbrances other than Permitted Encumbrances, all right, title and interest of Seller and its Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) and Purchaser Buyer shall purchase and accept from Seller (or such Affiliates) ), all rights and interests of Seller or its Affiliates in and to the following (collectively, the “Purchased Assets:”), in each case free and clear of any Encumbrances (other than Permitted Encumbrances): (a) (i) all rights and interests of Seller or its Affiliates under the Contracts set forth on Section 2.1.1(aSchedule 2.1.1(a)(i), (ii) those certain rights and interests of Seller or its Affiliates set forth on Schedule 2.1.1(a)(ii) under the Seller Disclosure ScheduleContracts listed on Schedule 2.1.1(a)(ii), in each case ((i) and (ii)), as such Schedule may be updated by Seller not less than two (2) Business Days prior to the Closing Date to include rights and interests under any written Contracts relating to the Product Business entered into by Seller or its Affiliates during after the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract Execution Date in accordance with Section 5.3.4 (such Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as amended or supplemented, the “Purchased Contracts”) excluding4.2, in each case, to the extent that Buyer so elects to accept any such Contract in its reasonable discretion or to the extent Buyer had previously consented to Seller entering into such Contract pursuant to Section 4.2, and, in each case, excluding all rights to (i) any Accounts Receivable; Receivable and (ii) any other all rights, claims or causes of action (including warranty claims) of or involving Seller or any of its Affiliates (A) arising prior to the Closing and relating to any Purchased Contract, or (B) thereunder related to products supplied or services provided by or to Seller or its Affiliates prior to the Closing that are not included in the Purchased AssetsAssets (the “Purchased Contracts”); (b) all rights and interests of Seller and its Affiliates to or in all Regulatory Approvals listed on Section 2.1.1(b) of the Seller Disclosure Schedule (the “Purchased Regulatory Approvals”); (c) all Seller the Purchased Regulatory Documentation relating to Seller Products to the extent in the possession of Seller or any of its Affiliates, agents or attorneysDocumentation; (d) all Authorizations relating specifically to the Purchased Product Business including, but not limited to, the Seller AuthorizationsRecords; (e) all Seller Intellectual Propertythe Purchased Domain Names; (f) all the Purchased Product RecordsPromotional Materials; (g) all Product Promotional Material; (h) all economic rights and interests of the Seller Products Technical Information; (i) all Purchased Product or its Affiliates to or in the Finished Inventory; and (jh) all goodwill any other assets, properties, rights and interests of the going concern value of Seller and its Affiliates that are exclusively related to and used in the Product Business (other than any Excluded Assets that are exclusively related to and used in the Product Business).

Purchase and Sale of Purchased Assets. Upon (a) Subject to the terms and subject to the conditions of this Agreement, the Purchaser shall acquire at and effective as of the Closing, and the Seller shall (or shall cause its applicable Affiliates to) grant, sell, transfer, convey, assign assign, transfer and deliver to the Purchaser at the Closing, free and clear of all Encumbrances any mortgage, pledge, lien, conditional sale agreement, security agreement, transfer restriction, encumbrance or other than Permitted Encumbrancescharge (collectively, all right“Liens”), title and interest of Seller and its Affiliates in and to all of the following assets, properties, rightsbusiness, interests goodwill and rights of every kind, and description, real, personal and mixed, tangible and intangible assetsintangible, as existing as of owned by the Execution Date or acquired during Seller wherever situated on the Pre-Closing Period Date, other than the Excluded Assets (collectively, the “Purchased Assets”) and Purchaser shall purchase and accept from Seller (or such Affiliates) ), including the Purchased Assetsfollowing: (ai) all rights of Seller or its Affiliates under the Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as such Schedule may be updated by Seller not less than two (2) Business Days prior to the Closing Date to include rights and interests under any Contracts relating to the Product Business entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 (such Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as amended or supplemented, the “Purchased Contracts”) excluding, in each case, all rights to (i) any Accounts Receivable; and inventory; (ii) any all fixed assets, furniture, fixtures, automobiles, leasehold improvements, tooling, machinery and equipment; (iii) all records with respect to suppliers, employees and other rightsaspects of the Business; provided, claims however, to the extent the Seller is required to retain originals of such records to comply with applicable Laws, such originals shall not be included within the Purchased Assets but the Seller shall provide the Purchaser with copies thereof; (iv) all confidential or causes proprietary information of action (including warranty claims) of or involving the Seller or any of its Affiliates that is used in the Business; (Av) all telephone numbers and facsimile numbers currently used in the Business; (vi) all manufacturing, warehouse and office supplies; (vii) all rights under any contracts set forth on Schedule 1.1(a)(vii) (the “Assumed Contracts”), and any deposits or other rights pertaining thereto; (viii) all claims against third parties existing as of the Closing Date, whether or not arising prior under the Material Contracts; (ix) all rights under any Permits; (x) all rights related to any prepaid expenses to the Closing and relating to any Purchased Contract, or (B) extent related to products supplied the Assumed Liabilities; (xi) all the assets of the Seller, whether or services provided by or to not otherwise described in this Section 1.1(a), as set forth on the balance sheet of the Seller or its Affiliates prior to as of March 31, 2014, other than the Closing that are not included in the Purchased Excluded Assets; (bxii) all rights to any trademarks, tradenames or other Intellectual Property owned or used by the Seller, including the name “Capstone Performance Systems” and interests of Seller and its Affiliates any derivation thereof; (xiii) all accounts receivable related to services performed on or in after April 1, 2014 (“Purchased Accounts Receivable”); and (xiv) all Regulatory Approvals listed on Section 2.1.1(brights under any insurance policies or Assumed Contracts to the extent such proceeds arise from or relate to the Purchased Assets or Assumed Liabilities. (b) Notwithstanding the foregoing, the Purchased Assets shall not include any of the Seller Disclosure Schedule following (the “Purchased Regulatory ApprovalsExcluded Assets”): (i) all cash and cash equivalents; (ii) all accounts receivable related to services performed prior to April 1, 2014 (“Excluded Accounts Receivable”); (ciii) all Seller Regulatory Documentation relating the corporate seals, charter documents, minute books, stock books, tax returns, books of account or other records having to Seller Products to do with the extent in corporate organization of the possession of Seller or any of its Affiliates, agents or attorneysSeller; (div) all Authorizations relating specifically the rights that accrue or will accrue to the Product Business including, but not limited to, the Seller AuthorizationsParties under this Agreement; (ev) all contracts of the Seller Intellectual Propertynot set forth on Schedule 1.1(a)(vii) (the “Excluded Contracts”); (fvi) all Product Recordsthe assets specified on Schedule 1.1(b); (gvii) except as otherwise provided in Section 1.1(a)(xiv), all Product Promotional Materialinsurance policies and all rights thereunder; (hviii) all Seller Products Technical Informationrights, refunds, deposits and credits related to Retained Liabilities, Excluded Assets or Excluded Contracts; (iix) all Purchased Product Inventorypersonnel records and other records required to be retained by the Seller in accordance with applicable Laws; (x) the Employee Benefit Plans of the Seller; (xi) all books and records related to the Excluded Assets; and (jxii) all goodwill and the going concern value of the Product BusinessMaterial Contracts, Permits or other rights that are not assignable pursuant to their terms or applicable Laws.

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Real Estate Purchase Agreement, at and effective as of the Closing, Seller shall (or RE Closing the Company shall cause its applicable Affiliates to) the RE Sellers (excluding the Lumiere RE Sellers), the RE Lessees and the Entity Sellers to sell, transfer, convey, assign and deliver transfer to Purchaser free Gamma (or its designee), and clear Gamma will (or will cause its designee to) purchase, acquire and accept from such RE Sellers, the RE Lessees and the Entity Sellers the following assets, properties, rights, Contracts and claims of all Encumbrances other than Permitted Encumbrancessuch RE Sellers, the RE Lessees and the Entity Sellers, wherever located, whether tangible or intangible, and all right, title and interest thereto and thereunder free and clear of Seller all Liens, other than Permitted Liens (collectively, (i)—(iv) below, the “Gamma Acquired Assets”): (i) the Gamma Conveyed Properties; (ii) the Ground Leased Properties; (iii) the Propcos; and (iv) the benefits, rights, rights of Action and claims (express or implied) to the extent related to the Gamma Conveyed Properties, the Ground Leased Properties or the Propcos. (b) Upon the terms and subject to the conditions of this Real Estate Purchase Agreement, at the RE Closing the Company shall cause the Lumiere RE Sellers to sell, assign and transfer to Parent (or its Affiliates in designee), and to all of Parent will (or will cause its designee to) purchase, acquire and accept from the Lumiere RE Sellers the following assets, properties, rights, interests Contracts and tangible and intangible assets, as existing as claims of the Execution Date Lumiere RE Sellers, wherever located, whether tangible or acquired during the Pre-Closing Period intangible, and all right, title and interest thereto and thereunder free and clear of all Liens, other than Permitted Liens (collectively, the “Purchased Assets”(i)-(ii) and Purchaser shall purchase and accept from Seller (or such Affiliates) the Purchased Assets: (a) all rights of Seller or its Affiliates under the Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as such Schedule may be updated by Seller not less than two (2) Business Days prior to the Closing Date to include rights and interests under any Contracts relating to the Product Business entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 (such Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as amended or supplementedbelow, the “Purchased ContractsParent Acquired Assets”) excluding, in each caseand together with the Gamma Acquired Assets, all rights to (i) any Accounts Receivable; and (ii) any other rights, claims or causes of action (including warranty claims) of or involving Seller or any of its Affiliates (A) arising prior to the Closing and relating to any Purchased Contract, or (B) related to products supplied or services provided by or to Seller or its Affiliates prior to the Closing that are not included in the Purchased Assets; (b) all rights and interests of Seller and its Affiliates to or in all Regulatory Approvals listed on Section 2.1.1(b) of the Seller Disclosure Schedule (the “Purchased Regulatory ApprovalsTransferred Real Estate Assets”); (c) all Seller Regulatory Documentation relating to Seller Products to the extent in the possession of Seller or any of its Affiliates, agents or attorneys; (d) all Authorizations relating specifically to the Product Business including, but not limited to, the Seller Authorizations; (e) all Seller Intellectual Property; (f) all Product Records; (g) all Product Promotional Material; (h) all Seller Products Technical Information;): (i) all Purchased Product Inventorythe Parent Conveyed Properties; and (jii) all goodwill the benefits, rights, rights of Action and claims (express or implied) to the going concern value of extent related to the Product BusinessParent Conveyed Properties.”

Purchase and Sale of Purchased Assets. Upon (a) Subject to and upon the terms and subject to the conditions of this Agreement, at the Sellers covenant and effective agree to sell, assign, transfer and convey to the Purchasers and the CFC agree to purchase from the Sellers, on the Closing Date (as hereinafter defined), the assets of the Business which are listed below: (i) The land (with the buildings and improvements thereon) described in Schedule l(a)(i) hereto which the Parties agree shall be conveyed to CFC as of the ClosingClosing Date; (ii) All machinery and equipment, Seller fixtures, furniture, furnishings, tooting and instruments, which are used exclusively in the Business, including without limitation, assets that are listed on Schedule l(a)(ii) hereto and any other assets used exclusively in the Business acquired by the Sellers from the date hereof to the Closing Date which the Parties agree shall (or shall cause its applicable Affiliates to) sell, transfer, convey, assign and deliver be transferred to Purchaser free and clear of all Encumbrances other than Permitted Encumbrances, all right, title and interest of Seller and its Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing CFC as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) and Purchaser shall purchase and accept from Seller (or such Affiliates) the Purchased Assets:Date; (aiii) all rights of Seller or its Affiliates under the Contracts set forth on Section 2.1.1(a) All of the Seller Disclosure ScheduleSellers' inventories and supplies including, without limitation, raw materials, work-in-process and finished goods related to the Business, (the "Inventory" except that "Inventory," shall be deemed not to include livestock and biological materials which is part of the "Licensed Technology" (hereinafter defined)), and the Parties agree that the Inventory shall be transferred to CFC as of the Closing Date; (iv) All Sellers' interest in the corporate name "Columbus Farming Corporation", as well as CAC's post office box and telephone and facsimile numbers shall be transferred to CFC as of the Closing Date; (v) All rights and privileges of the Sellers under and pursuant to any contracts, leases, licenses, and agreements to the extent incident to and relating exclusively to the Business, all of which in an amount greater than $5,000 are listed in Schedule l(a)(v) hereto, and any such Schedule may be updated contracts, leases, licenses and agreements which are entered into in the ordinary course of the Business from the date hereof to the Closing Date, to the extent that such contracts are uncompleted and outstanding because, in the case of purchase contracts, services have not been rendered to the Sellers or products or supplies have not been received by Seller the Sellers prior to the Closing Date, and, in the case of the sales contracts, products have not less than two (2) Business Days been shipped by the Sellers prior to the Closing Date shall be transferred to include rights CFC as of the Closing Date; (vi) All supplier lists, books, records and interests under any Contracts relating to the Product Business entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 papers (such Contracts set forth on Section 2.1.1(a1) of the Seller Disclosure Schedule, as amended or supplemented, Sellers relaxing exclusively to the “Purchased Contracts”) excluding, in each case, all rights to (i) any Accounts ReceivableBusiness; and (ii) any other rights, claims or causes of action (including warranty claims2) of or involving Seller or any CAC; shall be transferred to CFC as of its Affiliates (A) arising prior to the Closing and relating to any Purchased Contract, or (B) related to products supplied or services provided by or to Seller or its Affiliates prior to the Closing that are not included in the Purchased Assets; (b) all rights and interests of Seller and its Affiliates to or in all Regulatory Approvals listed on Section 2.1.1(b) of the Seller Disclosure Schedule (the “Purchased Regulatory Approvals”); (c) all Seller Regulatory Documentation relating to Seller Products Date except to the extent in the possession of Seller or any of its Affiliates, agents or attorneys; (d) all Authorizations relating specifically to the Product Business including, but not limited to, the Seller Authorizations; (e) all Seller Intellectual Property; (f) all Product Records; (g) all Product Promotional Material; (h) all Seller Products Technical Information; (i) all Purchased Product Inventory; and (j) all goodwill and the going concern value they are part of the Product Business"Licensed Technology". The items of property referred to in Sections l(a)(i) through l(a)(vi) above, excluding the items described in Section 1(b) below, are hereinafter collectively referred to as the "Purchased Assets".

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates to) sell, transfer, convey, assign and deliver to Purchaser Buyer free and clear of all Encumbrances other than Permitted Encumbrances, all right, title and interest of Seller and its Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) and Purchaser Buyer shall purchase and accept from Seller (or such Affiliates) the Purchased Assets: (ai) all rights of Seller or its Affiliates under the Contracts set forth on Section 2.1.1(aSchedule ‎2.1.1(a)(i) and (ii) those certain rights and interests of Seller or its Affiliates set forth on Schedule ‎2.1.1(a)(ii) under the Seller Disclosure ScheduleContracts listed on Schedule ‎2.1.1(a)(ii), in each case ((i) and (ii)), as such Schedule may be updated by Seller not less than two (2) [***] Business Days prior to the Closing Date to include rights and interests under any Contracts exclusively relating to the Product Business or the 2.5 mg Dosage Strength entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 (such Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule‎4.2, as amended or supplemented, the “Purchased Contracts”) excluding, in each case, all rights to (i) any Accounts Receivable; Receivable and (ii) any other rights, claims or causes of action (including warranty claims) of or involving Seller or any of its Affiliates (A) arising prior to the Closing and relating to any Purchased Contract, of items (i) or (Bii) thereunder or related to products supplied or services provided by or to Seller or its Affiliates prior to the Closing that are not included in the Purchased AssetsAssets (the “Purchased Contracts”); (b) all rights and interests of Seller and its Affiliates to or in all Regulatory Approvals listed on Section 2.1.1(bSchedule ‎2.1.1(b) of from and after the Seller Disclosure Schedule Closing (the “Purchased Regulatory Approvals”); (c) all Seller Regulatory Documentation exclusively relating to Seller Products the Product, the 2.5 mg Dosage Strength and/or the [***] Product in the Buyer Territory to the extent in the possession of Seller or any of its Affiliates, agents or attorneys; (d) all Authorizations relating specifically to the Product Business including, but not limited to, the Seller Authorizations;Records; and (e) all Seller Intellectual Property; (f) all Product Records; (g) all Product Promotional Material; (h) all Seller Products Technical Information; (i) all Purchased Product Inventory; and (j) all goodwill and the going concern value of the Product BusinessMaterials.

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this AgreementAgreement (including Section 2.02(b)), at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates to) sell, assign, transfer, conveyconvey and deliver, assign or cause to be sold, assigned, transferred, conveyed and deliver delivered, to Purchaser Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances other than Permitted any Encumbrances, all of Seller’s right, title and interest of Seller and its Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period properties and rights listed below (collectively, the “Purchased Assets”) and Purchaser shall purchase and accept from Seller (or such Affiliates) the Purchased Assets: (ai) all rights in respect of Seller or its Affiliates under the Contracts set forth Leased Real Property and Leases, in each case listed on Section 2.1.1(a2.02(a)(i) of the Seller Disclosure Schedule, as such Schedule may be updated by Seller not less than two (2) Business Days prior to the Closing Date to include rights and interests under any Contracts relating to the Product Business entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 (such Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as amended or supplemented, the “Purchased Contracts”) excluding, in each case, all rights to (i) any Accounts Receivable; and ; (ii) any all Tangible Personal Property other rights, claims or causes of action (including warranty claimsthan Tangible Personal Property set forth in Section 2.02(b)(vi) of or involving Seller or any of its Affiliates (A) arising prior to the Closing and relating to any Purchased Contract, or (B) related to products supplied or services provided by or to Seller or its Affiliates prior to the Closing that are not included in the Purchased Assetsbelow; (biii) all rights and interests Inventories of Seller and its Affiliates to or in all Regulatory Approvals listed on Section 2.1.1(b) of (other than the Seller Disclosure Schedule (the “Purchased Regulatory Approvals”Japan Inventory); (c) all Seller Regulatory Documentation relating to Seller Products to the extent in the possession of Seller or any of its Affiliates, agents or attorneys; (d) all Authorizations relating specifically to the Product Business including, but not limited to, the Seller AuthorizationsInventories set forth on Section 2.02(a)(iii) of the Disclosure Schedule; (eiv) all Books and Records relating to the Business in the Territory, including personnel Books and Records relating to any Transferred Employees, but excluding the Books and Records set forth on Section 2.02(b)(v) below and provided that Seller may keep a copy of such Books and Records to the extent they do not solely relate to the Business in the Territory; (v) the goodwill of Seller in the Business in the Territory; (vi) the rights of Seller under the following Contracts (the “Assigned C ontracts”) ; (a) the Contracts listed on Section 2.02(a)(vi)(a) of the Disclosure Schedule that Buyer, in its sole discretion, elects to assume at Closing by giving written notice to Seller of such assumption, and (b) all Contracts listed on Section 2.02(a)(vi)(b) of the Disclosure Schedule; (vii) all Purchased Permits, to the extent transferable; (viii) all Business Intellectual Property, including the assets set forth on Section 2.02(a)(viii) of the Disclosure Schedule, other than the Japanese Intellectual Property; (fix) all Product Recordsunfilled purchased orders to Seller for products sold and services rendered by the Business in the Territory set forth on Section 2.02(a)(ix) of the Disclosure Schedule; (gx) all Product Promotional Materialinsurance benefits, including rights and proceeds, arising from or relating to the Purchased Assets or the Assumed Liabilities and not arising from an Excluded Liability; (hxi) all of Seller’s claims, causes of Action, choses in Action, rights of recovery and rights of offset of any kind, against third parties relating to the Purchased Assets and not arising from an Excluded Liability, whether cxxxxx or inchoate, known or unknown, or contingent or noncontingent and whether or not liquidated; Exhibit 2.1 (xii) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets or Assumed Liability and not arising from an Excluded Liability with respect to matters occurring prior to the Closing; (xiii) all Clinical Files relating to the Business in the Territory; (xiv) all Software relating to the Business in the Territory, other than the Software set forth in Section 2.02(b)(x) below; and (xv) any other assets, properties and rights of Seller Products Technical Information;that are not specifically allocated in this Agreement and that are used in the Business in the Territory. For clarity, the Purchased Assets shall not include any right, title and interest in the assets, properties and rights of Cytori UK, which shall instead be acquired indirectly through the purchase of the Equity Interests pursuant to Section 2.01. (b) Notwithstanding anything in Section 2.02(a) to the contrary, Seller shall not sell, convey, assign, transfer or deliver, nor cause to be sold, conveyed, assigned, transferred or delivered, to Buyer, and Buyer shall not purchase, and the Purchased Assets shall not include, Seller’s right, title and interest in or to any of the following assets (the “Excluded Assets”), which Excluded Assets, for purposes of clarity, shall not include any asset owned by Cytori UK: (i) all cash and cash equivalents, securities, and negotiable instruments of Seller or on hand, in lock boxes, in financial institutions or elsewhere, including all cash residing in any collateral cash account securing any obligation or contingent obligation of Seller; (a) all billed and unbilled accounts receivable and other rights to payment from customers of the Seller or its Affiliates and the full benefit of all security for such accounts or rights to payment, including all accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of the Seller or its Affiliates and (b) any claim, remedy or other right related to any of the foregoing; (iii) all Inventories of Seller and its Affiliates set forth on Section 2.02(b)(iii) of the Disclosure Schedule (the “Japan Inventory”); (iv) all deposits (including, without limitation, lease, vendor and customer deposits), prepayments (except to the extent relating to an assumed obligation of Buyer to perform), and refunds set forth on Section 2.02(b)(iv) of the Disclosure Schedule; (v) the company seal, minute books, charter documents, stock or equity record books and such other Books and Records as pertain to the organization, existence or capitalization of Seller, as well as any other records or materials relating to Seller generally and not involving or related to the Purchased Product Assets or the operations of the Business in the Territory; (vi) all Tangible Personal Property set forth on Section 2.02(b)(vi); Exhibit 2.1 Business; (vii) the goodwill of Seller in the Business in Japan and outside of the (viii) the Patents, Trademarks, and Domain Names relating to the Business in Japan that are listed on Section 2.02(b)(viii) of the Disclosure Schedule and Software in the computers or servers or other electronic storage medium contained in Tangible Personal Property located in Japan (the “Japanese Intellectual Property”); (ix) the Intellectual Property that is not related to the Business; Schedule; (x) the Software set forth on Section 2.02(b)(x) of the Disclosure Japan; (xi) all Clinical Files relating to studies or trials performed primarily in (xii) all rights of Seller under this Agreement and the Ancillary Agreements, and all correspondence, emails, and Books and Records relating thereto to the extent not used in the Business in the Territory; Contracts; (xiii) all Contracts and agreements of Seller other than the Assigned (xiv) all Plans and trusts or other assets attributable thereto; (xv) all Tax Returns and related work papers and documents of Seller and all Tax assets of the Seller, including Tax refunds and prepayments; (xvi) all current and prior insurance policies of Seller; (xvii) all intercompany, related party receivables; (xviii) the property and assets owned directly by Cytori Japan and not used in the Business in the Territory, other than Inventory that is not Japan Inventory; and (jxix) all goodwill and assets that are unrelated to the going concern value of the Product Business.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this AgreementAgreement and the Ancillary Agreements, at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates Subsidiaries to) ), sell, transfer, convey, assign and deliver to Purchaser free Buyer, and clear of all Encumbrances other than Permitted Encumbrances, all right, title and interest of Seller and its Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) and Purchaser Buyer shall purchase and accept from Seller (or such Affiliates) Subsidiaries), all rights, title and interests of Seller or its Subsidiaries in and to all of the assets, properties, interests, rights and claims of Seller and its Subsidiaries used in the Business, other than the Excluded Assets, including the following (collectively, the “Purchased Assets:”), in each case free and clear of any Encumbrances (other than Permitted Encumbrances and Assumed Liabilities): (a) all rights and interests of Seller or its Affiliates Subsidiaries under the Contracts set forth on in Section 2.1.1(a) of the Seller Disclosure ScheduleSchedules, as such Schedule which Section of the Seller Disclosure Schedules may be updated by modified (unless otherwise indicated in the Seller not less than two Disclosure Letter) from the date hereof through five (25) Business Days prior to the Closing Date to include rights and interests under any Contracts relating to the Product Business entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 4.3.1 (such the “Purchased Contracts”); (b) the Purchased Product Records; (c) the Purchased Intellectual Property and Purchased Technology, including all rights to sue for past, present, and future infringement, misappropriation, or violation thereof; (d) all Permits that are listed on Section 2.1.1(d) of the Seller Disclosure Schedule, to the extent assignable or transferable (the “Purchased Permits”); (e) all Finished Goods Inventory owned by and in the possession or custody of Seller and its Subsidiaries; (f) all raw materials, work-in-process, demonstration equipment, components, packaging material or similar items used by third-party contract manufacturers, in each case, in the production or distribution of the Products and in the possession or custody of Seller and its Subsidiaries; (g) all advertising, marketing, sales and promotional materials relating to the Products; (h) all URLs, websites, website content, fax numbers and telephone numbers; (i) all pre-paid expenses and security deposits; (j) all rights and interests of Seller or its Subsidiaries under Purchased Contracts for the lease, sublease, license, or other right to use or occupy real property, as set forth on in Section 2.1.1(a) of the Seller Disclosure Schedule, as amended or supplementedSchedules (such real property, the “Leased Real Property”); (k) all Purchased Contracts”Regulatory Approvals to the extent transferable under law; (l) excludingcopies of the Personnel Records; (m) all Employee Equipment; (n) the sponsorship of all Assumed Plans and any assets or property in respect of any Assumed Plan; (o) all Accounts Receivable; (p) all insurance policies (other than the D&O Policies and those funding a Plan that is not an Assumed Plan), to the extent transferable, including all insurance recoveries thereunder and all rights to assert claims thereunder; (q) all goodwill of Seller as a going concern and any goodwill related to the Business, the Purchased Assets and the Assumed Liabilities; (r) all rights of Seller under any non-disclosure or confidentiality, non-compete, non-interference or non-solicitation agreements with current and former employees and agents of Seller or Acquired Entities or with third parties, in each case, all rights related to the Purchased Assets or the Business (i) any Accounts Receivable; and (ii) any other rights, claims or causes of action (including warranty claims) of or involving Seller or any portion thereof); (s) all refunds, overpayments, credits or rebates with respect to Taxes that are Assumed Liabilities; (t) all Avoidance Actions against any of its Affiliates (A) arising prior Seller’s vendors, suppliers, customers or trade creditors with whom Xxxxx continues to conduct business in regard to the Purchased Assets after the Closing and relating to any Purchased Contract, or (B) related to products supplied or services provided by or to Seller or its Affiliates prior to the Closing that are not included in the Purchased Assetsof their Affiliates; (bu) all rights and interests bank accounts of Seller and its Affiliates to or in all Regulatory Approvals listed Subsidiaries set forth on Section 2.1.1(b2.1.1(u) of the Seller Disclosure Schedule (the “Purchased Regulatory Approvals”); (c) all Seller Regulatory Documentation relating to Seller Products to the extent in the possession of Seller or any of its Affiliates, agents or attorneys; (d) all Authorizations relating specifically to the Product Business including, but not limited to, the Seller Authorizations; (e) all Seller Intellectual Property; (f) all Product Records; (g) all Product Promotional Material; (h) all Seller Products Technical Information; (i) all Purchased Product InventorySchedules; and (jv) all goodwill and the going concern value Equity Securities of the Product BusinessAcquired Entities (and, for the avoidance of doubt, thereby indirectly all of the assets, rights, Contracts and Liabilities of the Acquired Entities).

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this AgreementAgreement and the Ancillary Agreements, at and effective as of the Closing, Seller Sellers shall (or shall cause its their applicable Affiliates to) sell, transfer, convey, assign and deliver to Purchaser free Buyer, and clear of all Encumbrances other than Permitted EncumbrancesBuyer shall purchase and accept from Sellers (or such Affiliates), all of Sellers’ (or such Affiliates’) right, title and interest of Seller and its Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) ), free and Purchaser shall purchase clear of any Encumbrances (other than Permitted Encumbrances): Confidential Materials Omitted and accept from Seller (or such Affiliates) Filed Separately with the Purchased Assets:Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***] (a) all rights the benefit of Seller or its Affiliates under the any confidentiality Contracts set forth on Section 2.1.1(a) with prospective purchasers of the Seller Disclosure Schedule, as such Schedule may be updated by Seller not less than two (2) Business Days prior to the Closing Date to include rights and interests under any Contracts relating to Products or the Product Business entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 (such Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as amended or supplemented, the “Purchased Contracts”) excluding, in each case, all rights to (i) any Accounts Receivable; and (ii) any other rights, claims or causes of action (including warranty claims) of or involving Seller or any of its Affiliates (A) arising prior to the Closing and relating to any Purchased Contract, or (B) related to products supplied or services provided by or to Seller or its Affiliates prior to the Closing that are not included in the Purchased AssetsBusiness; (b) all rights research data to the extent related to the Products and interests in the possession or Control of Seller Sellers or any Affiliates thereof and its Affiliates reasonably necessary and used to or Exploit the Products in all Regulatory Approvals listed on Section 2.1.1(b) of the Seller Disclosure Schedule (the “Purchased Regulatory Approvals”)Territory; (c) all Seller Regulatory Documentation refunds for Taxes relating to Seller Products to the extent Purchased Assets other than refunds of Taxes described in the possession definition of Seller or any of its Affiliates, agents or attorneys“Excluded Assets”; (d) all Authorizations relating specifically of Sellers’ rights under warranties, guaranties, indemnities and similar rights against Third Parties, including any predecessors in title, to the Product Business includingextent related to the Assumed Liabilities or the Exploitation of the Purchased Assets and the Products (“Sellers’ Rights”) after the Closing Date in the Territory, but not limited to, the Seller Authorizationsother than Sellers’ Rights that arise from or relate to activities or events occurring prior to Closing; (e) all Seller Intellectual Propertyof Sellers’ claims, counterclaims, causes of action and all other rights of any kind against any Third Party in connection with the Assumed Liabilities or related to the Exploitation of the Purchased Assets (“Sellers’ Claims”) after the Closing Date in the Territory, other than Sellers’ Claims that arise from or relate to activities or events occurring prior to Closing; (f) all Product Recordsthe Domain Names; (g) all Product Promotional Materialfollowing (i) with respect to the Authorized Generic Product, the AG Abandonment Date, and (ii) with respect to any Atacand Other Authorized or Owned Generic Product, the Atacand Generic Entry Date, the applicable Excluded Assets provided for in clause (j) of the definition thereof; (h) all Seller Products Technical Informationthe Purchased Regulatory Approvals; (i) all the Purchased Regulatory Documentation; (j) the Purchased Product InventoryRecords; and (jk) all goodwill and the going concern value of the Product BusinessPromotional Materials.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates to) sell, transfer, convey, assign and deliver to Purchaser, and Purchaser free shall purchase and clear of all Encumbrances other than Permitted Encumbrancesaccept from the Seller Parties (or such Affiliates), all right, title and interest of the Seller Parties and its their Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) ), free and Purchaser shall purchase and accept from clear of all Encumbrances (except out-licensed rights for licensed Seller (or such Affiliates) Intellectual Property pursuant to Seller License Agreements in effect as of the Purchased Assets:Effective Date): (a) all rights of the Seller Parties or its their Affiliates under the Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as such Schedule may be updated by the Seller Parties not less than two (2) Business Days prior to the Closing Date to include rights and interests under any Contracts relating to the Product Business entered into by the Seller Parties or its their Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 (such Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as amended or supplemented, the “Purchased Contracts”) excluding, in each case, all rights to (i) any Accounts Receivable; and (ii) any other rights, claims or causes of action (including warranty claims) of or involving the Seller Parties or any of its their Affiliates (A) arising prior to the Closing and relating to any Purchased Contract, or (B) related to products supplied or services provided by or to the Seller Parties or its their Affiliates prior to the Closing that are not included in the Purchased Assets; (b) all rights and interests of the Seller Parties and its their Affiliates to or in all Regulatory Approvals listed on Section 2.1.1(b) of the Seller Disclosure Schedule (the “Purchased Regulatory Approvals”); (c) all Seller Regulatory Documentation relating to Seller Products in the Territory to the extent in the possession of the Seller Parties or any of its their Affiliates, agents or attorneys; (d) all Authorizations relating specifically to the Product Business including, but not limited to, the Seller Authorizations; (e) all Seller Intellectual PropertyProperty and Seller Know-How, including (i) any rights which an employee, inventor, author, third party is obligated by contract, statute or otherwise to assign to the Seller Parties, (ii) all rights of action arising from the foregoing, including all claims for damages by reason of present, past and future infringement, misappropriation, violation misuse or breach of contract in respect of the foregoing, (iii) present, past and future rights to xxx and collect damages or seek injunctive relief for any such infringement, misappropriation, violation, misuse or breach, (iv) all income, royalties and any other payments now and hereafter due and/or payable to the Seller Parties in respect of the foregoing, and (v) all documentation or other tangible embodiments that comprise, embody, disclose or describe the Seller Intellectual Property and Seller Know-How, including engineering drawings, technical documentation, databases, spreadsheets, business records, inventors’ notebooks, invention disclosures, digital files, software code and patent, trademark and copyright prosecution files, including any such files in the custody of outside legal counsel; (f) all Product Records; (g) all Product Promotional Material; (h) all Seller Products Technical Information; (ig) all Purchased Product Inventory; (h) all Manufacturing Equipment; (i) all domain names set forth on Section 2.1.1(i) of the Seller Disclosure Schedule; (j) all accounts receivable, notes receivable and other indebtedness or any royalties or milestones due and payable by any Third Party arising from sales of the Seller Products in or for sale in the Territory after the Closing; (k) all rights Controlled by Selling Parties and their Affiliates to perform research with respect to, develop (including clinical development), manufacture, sell, distribute, license, promote and use (or cause to be performed, developed, manufactured, sold, distributed, licensed, promoted and used) the Seller Products in the Territory, including all rights and claims to all clinical study data, reports and analyses to the extent related to the Seller Products in the Territory; (l) to the extent applicable, all brochures and other promotional and printed materials, trade show materials (including displays), videos, web pages, advertising and/or marketing materials (all in physical form, .pdf, quark, or other electronic file and camera-ready artwork), including, but not limited to, all materials used by field medical affairs personnel and field reimbursement managers and/or payer teams in Seller’s possession or control as of the Closing Date to the extent used in connection with the promotion, advertisement, marketing or sale of the Seller Products in the Territory; (m) copies of all supplier lists, marketing studies, consultant reports, books and records (financial, laboratory and otherwise), files, invoices, billing records, distribution lists, manuals (in all cases, in any form or medium), patient support and market research programs and related databases, and all complaint files and adverse event files, in each case, Controlled by the Selling Parties and their Affiliates and to the extent related to the Seller Products in the Territory or the Product Business and transferable in compliance with applicable Laws; (n) all Product Records, to the extent not covered by any of the foregoing; (o) all credits, prepaid expenses (including prepaid PDUFA fees), deferred charges, advance payments, security deposits and prepaid items to the extent primarily related to the Product Business; (p) any Tax assets relating to the (A) Product Business in the Territory or the Purchased Assets for any Post-Closing Tax Period, and (B) accounts receivable transferred to Purchaser in each case excluding any prepaid Tax, Tax receivable, Tax refund or Tax credit of the Seller Parties or their Affiliates with respect to any Pre-Closing Tax Period; and (jq) all goodwill and the going concern value of the Product Business.

Purchase and Sale of Purchased Assets. Upon Subject to the terms and subject to the conditions of this Agreement, at and effective as of except for the ClosingExcluded Assets, on the Closing Date, Seller shall (or shall cause its applicable Affiliates to) sell, assign, transfer, convey, assign and deliver deliver, and shall cause Optimal Plc. to Purchaser sell, assign, transfer, convey, and deliver, to Buyer, and Buyer shall purchase from Seller and Optimal Plc., all of Seller's and Optimal Plc.'s right, title and interest in and to the following property, undertakings and assets, needed to operate the Business (collectively, the "Purchased Assets"), free and clear of all Encumbrances Encumbrances, other than Permitted Encumbrances, all right, title and interest of Seller and its Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) and Purchaser shall purchase and accept from Seller (or such Affiliates) the Purchased Assets: (aA) all rights of Seller customer contracts, whether written or its Affiliates under the Contracts set forth on oral, to which Optimal is a party, including those customer contracts listed in Section 2.1.1(a1(A) of the Seller Disclosure ScheduleSchedule and including, as such Schedule may be updated by Seller not less than two without limitation, service and maintenance contracts (2the "Customer Contracts"); (B) Business Days prior to the Closing Date to include rights supplier, subcontractor and interests under any Contracts relating to the Product Business entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract vendor contracts that are listed in accordance with Section 5.3.4 (such Contracts set forth on Section 2.1.1(a1(B) of the Seller Disclosure Schedule, as amended or supplemented, the “Purchased Contracts”) excluding, in each case, all rights to (i) any Accounts Receivable; and (ii) any other rights, claims or causes of action (including warranty claims) of or involving Seller or any of its Affiliates (A) arising prior to the Closing and relating to any Purchased Contract, or (B) related to products supplied or services provided by or to Seller or its Affiliates prior to the Closing that are not included in the Purchased Assets; (b) all rights and interests of Seller and its Affiliates to or in all Regulatory Approvals listed on Section 2.1.1(b) of the Seller Disclosure Schedule (the “Purchased Regulatory Approvals”"Vendor Contracts"); (cC) all Seller Regulatory Documentation relating the third party commercial computer software and related maintenance contracts, to Seller Products to which Optimal is a party that are listed in Section 1(C) of the extent in Disclosure Schedule (the possession of Seller or any of its Affiliates, agents or attorneys"Third Party Licenses"); (dD) all Authorizations relating specifically to the Product Business inventory, which shall consist of new and used, both in and out of service, inventory held for rental and sale, including, but not limited to, all inventory currently being held to supply Optimal's contractual commitments, and all other similar rental items or other items of inventory that are listed in Section 1(D) of the Seller AuthorizationsDisclosure Schedule (the "Inventory"), together with any express or implied warranty by the manufacturer or seller of any item or component part thereof; (eE) all Seller Intellectual Propertythe lease of Optimal Corp.'s head office premises located at 4700 de la Savane, Montreal, Quebec, xxx xxxxx xx Xxxxxxx Inc.'s assembly and warehousing facilities located at 651 Route 3 and 600 Xxxxx 0, Xxxx X, Xxxxxxxxxgh, Nxx Xxxx xxx xxx xxxxxx xertaining to the service hubs identified in Section 1(E) of the Disclosure Schedule (the "Transferred Leases"), including any fixtures thereon and leasehold improvements thereto; (fF) all Product Recordsany contracts (including any solicitation or outstanding offers for contract), whether oral or written, other than the Customer Contracts, the Vendor Contracts, the Third Party Licenses and the Transferred Leases, to which Optimal is a party that are listed in Section 1(F) of the Disclosure Schedule (the Customer Contracts, Vendor Contracts, Transferred Leases, Third Party Licenses and Contracts listed in Section 1(F) of the Disclosure Schedule are sometimes referred to collectively as the "Contracts" and individually as a "Contract"); (gG) all Product Promotional Materialgovernmental licenses, permits, certificates, approvals, exemptions, franchises, registrations, variances, accreditations or authorizations or other similar rights) (collectively, the "Permits"); (hH) all Seller Products Technical InformationIntellectual Property (the "Purchased Intellectual Property"); (iI) the machinery, equipment, furniture, fixtures, furnishings, office equipment, accessories, vehicles, servers, network and telecommunications equipment, personal computers, notebook computers, workstations, printers, facsimile machines and other equipment needed to operate the Business as currently operated by Optimal that are listed in Section 1(I) of the Disclosure Schedule, and all assembly plant tools, together with the supplies, tools, and office equipment dedicated to or used by any Eligible Employee (regardless of whether such Eligible Employee accepts Buyer's offer of employment pursuant to Section 9(B)) and owned or leased by Optimal, such as cellular phones, pagers and calculators used by each of them to operate the Business (the "Equipment"); (J) the telephone numbers, fax numbers and uniform or universal resource locators that are listed in Section 1(J) of the Disclosure Schedule (the "Telephone, Fax and E-mail"); (K) all Purchased Product Inventoryaccounts, notes or other receivables of Optimal generated in connection with the Business, existing as of the Closing Date that are listed in Section 1(K) of the Disclosure Schedule (the "Accounts Receivable"); (L) all deposits and pre-paid expenses of Optimal in connection with the Business existing on the Closing Date that are listed in Section 1(L) of the Disclosure Schedule, which shall be updated as of the Closing Date; (M) all books and records relating exclusively to the Business (other than Optimal's Tax returns and Optimal's organizational books and records) including, without limitation, lists of customers, vendors and suppliers, records with respect to pricing, volume, billing and payment history, cost, inventory, machinery and equipment, mailing lists, distribution lists, sales, purchasing and materials, technical processes, production and testing techniques and procedures, marketing research, design and manufacturing drawings and specifications and other engineering data, promotional literature, training, operations, equipment and other manuals, quotation, correspondence, and other miscellaneous information, including any such records which are maintained on computer; (N) all service manuals, as well as all databases and knowledge bases in their current forms listed in Section 1(N) of the Disclosure Schedule; and (jO) all goodwill other rights, properties and assets of Optimal needed to operate the going concern value Business as currently operated, except for the Excluded Assets. Notwithstanding the purchase obligation of FTXS set forth in the introductory paragraph of this Section 1, Optimal Corp. shall sell, assign, transfer, convey and deliver to a wholly-owned subsidiary or affiliate of FTXS that is duly registered under Subdivision (d) of Division V of Part IX of the Product Business.Excise Tax Act (Canada) and under Division I of Chapter VIII of Title I of the Quebec Sales Tax Act, and FTXS shall cause such wholly-owned corporation or affiliate to purchase, all of Optimal Corp.'s right, title and interest in and to the Purchased Assets held by Optimal Corp.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this AgreementAgreement and the Ancillary Agreements, at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates Subsidiaries to) sell, transfer, convey, assign and deliver to Purchaser free Buyer, and clear of all Encumbrances other than Permitted Encumbrances, all right, title and interest of Seller and its Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) and Purchaser Buyer shall purchase and accept from Seller (or such Affiliates) Subsidiaries), all rights, title and interests of Seller or its Subsidiaries in and to the following (collectively, the “Purchased Assets”), in each case free and clear of any Encumbrances (other than Permitted Encumbrances and Assumed Liabilities) to the extent primarily related to the Product Business; provided that Buyer may designate a Buyer’s Affiliate to accept from Seller (or such Subsidiaries) any Purchased Asset, which shall not relieve Buyer of its obligations hereunder: (a) all rights and interests of Seller or its Affiliates Subsidiaries under the Contracts set forth on in Section 2.1.1(a) of the Seller Disclosure ScheduleSchedules, as such Schedule which Section of the Seller Disclosure Schedules may be updated modified by Seller not less than two the Buyer from the date hereof through three (23) Business Days prior to the Closing Date to include rights and interests under any Contracts relating to the Product Business entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract Sale Hearing in accordance with Section 5.3.4 4.3.1 (such Contracts set forth the “Purchased Contracts”); (b) the Purchased Product Records; (c) the Purchased Intellectual Property; (d) all Permits that are listed on Section 2.1.1(a2.1.1(d) of the Seller Disclosure Schedule, as amended to the extent assignable or supplemented, transferable (the “Purchased ContractsPermits”); (e) excludingall Finished Goods Inventory in the possession or custody of Seller and its Subsidiaries; (f) all usable raw materials, work-in-process, demonstration equipment, components, ingredients (including all active pharmaceutical ingredients (API) included in, or held for use in respect of the manufacture of, the Products), packaging material or similar items used by third-party contract manufacturers, in each case, in the production or distribution of the Products and in the possession or custody of Seller and its Subsidiaries; (g) all rights to advertising, marketing, sales and promotional materials; (h) all URLs, websites, website content, and telephone numbers in each case, listed on Section 2.1.1(h) of the Seller Disclosure Schedules; (i) any Accounts Receivable; and (ii) any other rights, claims or causes of action (including warranty claims) of or involving Seller or any of its Affiliates (A) arising prior to the Closing and relating to any Purchased Contract, or (B) related to products supplied or services provided by or to Seller or its Affiliates prior to the Closing that are not included in goodwill associated with the Purchased AssetsIntellectual Property; (bj) all Purchased Regulatory Documentation, Purchased Regulatory Approvals and NDC numbers; (k) copies of personnel records with respect to the Continuing Employees; and (l) all Employee Equipment. In addition, if either Party becomes aware of any other assets, properties, rights and interests of Seller and its Affiliates to or in all Regulatory Approvals listed on Section 2.1.1(b) of the Seller Disclosure Schedule (the “Purchased Regulatory Approvals”); (c) all Seller Regulatory Documentation relating to Seller Products to the extent in the possession of Seller or any of its Affiliates, agents or attorneys; (d) all Authorizations relating specifically Subsidiaries that are primarily related to the Product Business includingother than the Excluded Assets, but not limited tothen the Parties shall discuss in good faith whether such assets, the Seller Authorizations; (e) all Seller Intellectual Property; (f) all Product Records; (g) all Product Promotional Material; (h) all Seller Products Technical Information; (i) all properties, rights and interests shall constitute Purchased Product Inventory; and (j) all goodwill and the going concern value of the Product BusinessAssets.

Purchase and Sale of Purchased Assets. Upon Subject to the terms and subject to the conditions of this AgreementAgreement (including but not limited to Section 1.13), at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates to) the Seller Entities and the Rexam Entities to sell, assign, transfer, conveyconvey and deliver, assign and deliver to Purchaser free and clear of all Encumbrances other than Permitted EncumbrancesEncumbrances on Purchased Assets (other than the Purchased Equity, which shall be sold, assigned, transferred, conveyed and delivered, free and clear of all Encumbrances other than those arising under securities Laws), to Purchaser and its designated Affiliates, and Purchaser shall purchase, acquire and accept on its behalf and on behalf of its designated Affiliates from the Seller Entities and the Rexam Entities, as applicable, all of their respective right, title and interest as of Seller and its Affiliates the Closing in and to all of only the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) and Purchaser shall purchase and accept from Seller (or such Affiliates) the Purchased Assets:): (a) (i) the Purchased Equity and (ii) the Business Real Property set forth on Schedule 1.1(a)(ii); and (b) to the extent not otherwise sold, assigned, transferred, conveyed or delivered to Purchaser directly or indirectly by the purchase of the Purchased Equity: (i) all rights under (A) any Contracts that are exclusively related to the Business, including each Contract set forth on Schedule 1.1(b)(i)(A) (except, in each case, for any Excluded Business Contracts and any Contracts that are the subject of Seller clause (B), (C), (D) or its Affiliates under (E) of this Section 1.1(b)(i)), (B) the Contracts set forth on Section 2.1.1(aSchedule 1.1(b)(i)(B), (C) all Contracts with respect to Intellectual Property set forth on Schedule 1.1(b)(i)(C) to the extent exclusively related to the Business (the “Business IP Licenses”), (D) the Transferred Supplier Contracts or such portion of the Seller Disclosure ScheduleTransferred Supplier Contracts solely to the extent related to the Business and (E) the Transferred Customer Contracts or such portion of the Transferred Customer Contracts solely to the extent related to the Business (collectively with the foregoing clauses (A), (B), (C) and (D), such Contracts or portion of such Contracts, as the case may be, together with any Contracts to the extent related to the Business to which a Purchased Entity or a subsidiary of a Purchased Entity is a party, the “Specified Business Contracts”), it being agreed that any such Contracts that are Shared Contracts shall be governed by Section 1.13(c) and shall be treated as Purchased Assets only to the extent provided therein; provided, however, that Seller may update Schedule may be updated by Seller not less 1.1(b)(i) no later than two (2) Business Days prior to the Closing Confirmation Date to include rights and interests under any account for Contracts relating to the Product Business that were entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 the terms of this Agreement or that have terminated in accordance with their terms after the date of this Agreement and prior to the time of such update; (ii) all inventory (whether raw materials, work in process, semi- finished goods, finished goods, scrap or supplies), including any such Contracts set forth inventory on Section 2.1.1(a) consignment, to the extent primarily used in the Business, wherever located (including at any of the Seller Disclosure ScheduleBusiness Real Property) (collectively, together with any inventory primarily used in the Business owned by any Purchased Entity or a subsidiary of a Purchased Entity as amended or supplementedof the Closing, the “Purchased ContractsInventory”) excluding, in each case, all rights to (i) any Accounts Receivable; and (ii) any other rights, claims or causes of action (including warranty claims) of or involving Seller or any of its Affiliates ); (A) arising prior to all Books and Records (excluding, for the Closing avoidance of doubt, any Tax Returns) and relating to any Purchased Contract, or (B) copies of all Tax Returns to the extent (and only to the extent) related to products supplied Taxes of the Purchased Entities or services provided by or with respect to Seller or its Affiliates prior to the Closing that are not included in the Purchased Assets; (biv) all rights Transferred Fixtures, Equipment and interests of Seller and its Affiliates to or in all Regulatory Approvals listed on Section 2.1.1(b) of the Seller Disclosure Schedule Tangible Personal Property (the “Purchased Regulatory Approvals”); including (cA) all Seller Regulatory Documentation relating to Seller Products to the extent in the possession copies of Seller or any of its Affiliates, agents or attorneys; (d) all Authorizations relating specifically to the Product Business including, but not limited to, the Seller Authorizations; (e) all Seller Intellectual Property; (f) all Product Records; (g) all Product Promotional Material; (h) all Seller Products Technical Information; (i) all Purchased Product Inventory; third party software embedded therein and (j) all goodwill and the going concern value of the Product Business.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this AgreementAgreement and the Ancillary Agreements, at and effective as of the Closing, Seller Sellers shall (or shall cause its their applicable Affiliates to) sell, transfer, convey, assign and deliver to Purchaser free Buyer, and clear of all Encumbrances other than Permitted EncumbrancesBuyer shall purchase and accept from Sellers (or such Affiliates), all of Sellers’ (or such Affiliates’) right, title and interest of Seller and its Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) ), free and Purchaser shall purchase and accept from Seller clear of any Encumbrances (or such Affiliates) the Purchased Assets:other than Permitted Encumbrances): (a) all rights the benefit of Seller or its Affiliates under the any confidentiality Contracts set forth on Section 2.1.1(a) with prospective purchasers of the Seller Disclosure Schedule, as such Schedule may be updated by Seller not less than two (2) Business Days prior to the Closing Date to include rights and interests under any Contracts relating to Products or the Product Business entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 (such Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as amended or supplemented, the “Purchased Contracts”) excluding, in each case, all rights to (i) any Accounts Receivable; and (ii) any other rights, claims or causes of action (including warranty claims) of or involving Seller or any of its Affiliates (A) arising prior to the Closing and relating to any Purchased Contract, or (B) related to products supplied or services provided by or to Seller or its Affiliates prior to the Closing that are not included in the Purchased AssetsBusiness; (b) all rights research data to the extent related to the Products and interests in the possession or Control of Seller Sellers or any Affiliates thereof and its Affiliates reasonably necessary and used to or Exploit the Products in all Regulatory Approvals listed on Section 2.1.1(b) of the Seller Disclosure Schedule (the “Purchased Regulatory Approvals”)Territory; (c) all Seller Regulatory Documentation refunds for Taxes relating to Seller Products to the extent Purchased Assets other than refunds of Taxes described in the possession definition of Seller or any of its Affiliates, agents or attorneys“Excluded Assets”; (d) all Authorizations relating specifically of Sellers’ rights under warranties, guaranties, indemnities and similar rights against Third Parties, including any predecessors in title, to the Product Business includingextent related to the Assumed Liabilities or the Exploitation of the Purchased Assets and the Products (“Sellers’ Rights”) after the Closing Date in the Territory, but not limited to, the Seller Authorizationsother than Sellers’ Rights that arise from or relate to activities or events occurring prior to Closing; (e) all Seller Intellectual Propertyof Sellers’ claims, counterclaims, causes of action and all other rights of any kind against any Third Party in connection with the Assumed Liabilities or related to the Exploitation of the Purchased Assets (“Sellers’ Claims”) after the Closing Date in the Territory, other than Sellers’ Claims that arise from or relate to activities or events occurring prior to Closing; (f) all Product Recordsthe Domain Names; (g) all Product Promotional Materialfollowing (i) with respect to the Authorized Generic Product, the AG Abandonment Date, and (ii) with respect to any Atacand Other Authorized or Owned Generic Product, the Atacand Generic Entry Date, the applicable Excluded Assets provided for in clause (j) of the definition thereof; (h) all Seller Products Technical Informationthe Purchased Regulatory Approvals; (i) all the Purchased Regulatory Documentation; (j) the Purchased Product InventoryRecords; and (jk) all goodwill and the going concern value of the Product BusinessPromotional Materials.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates to) sell, transfer, convey, assign and deliver to Purchaser Buyer (or one or more Affiliates of Buyer), and Buyer (or one or more Affiliates of Buyer) shall purchase and accept from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all right, title and interest of Seller and its Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) and Purchaser shall purchase and accept from Seller (or such Affiliates) the Purchased Assets:): (a) All Contracts to which Seller or any of Seller’s Affiliates is a party and that are used or held for use exclusively in connection with the Product Business, including (i) all rights of Seller or its Affiliates under the Contracts set forth on Section 2.1.1(aSchedule 2.1.1(a)(i) and (ii) those certain rights and interests of Seller under the Seller Disclosure ScheduleDainippon License Agreement listed on Schedule 2.1.1(a)(ii), in the case of (i), as such Schedule may be updated by Seller Seller, and approved by Buyer in its sole discretion, not less than two (2) five Business Days prior to the Closing Date to include rights and interests under any Contracts relating to the Product Business entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 (such Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as amended or supplemented, the “Purchased Contracts”) excluding4.2, in each case, excluding all rights to (i) any Accounts Receivable; and (ii) any other rights, claims or causes of action (including warranty claimsclaims and Accounts Receivable) of or involving Seller or any of its Affiliates (A) arising prior to the Closing and relating to any Purchased Contract, or (B) thereunder related to products Product supplied or services provided by or to Seller or its Affiliates prior to the Closing that are not included in the Purchased AssetsAssets (the “Purchased Contracts”); (b) all rights Regulatory Documentation to the extent relating to the Product in the Buyer Territory and interests in the Control of Seller and or any of its Affiliates to or in all Regulatory Approvals listed on Section 2.1.1(b) of the Seller Disclosure Schedule (the “Purchased Regulatory ApprovalsDocumentation”); (c) all Seller Regulatory Documentation relating to Seller Products Product Records to the extent in the possession or control of Seller or any of its Affiliates, agents or attorneys; (d) all Authorizations relating specifically to the Product Business including, but not limited to, the Seller AuthorizationsPromotional Materials; (e) all Seller Intellectual PropertyPurchased Domain Names; (f) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) to the extent related to a Purchased Contract, excluding all rights, claims or causes of action (including warranty claims and Accounts Receivable) of Seller thereunder related to Product Recordssupplied or services provided to Seller prior to the Closing that are not included in the Purchased Assets or the Assumed Liabilities; (g) all rights to any Litigation of any nature available to or being pursued by Seller to the other Purchased Assets or the Assumed Liabilities in the Buyer Territory, whether arising by way of counterclaim or otherwise, excluding all rights, claims or causes of action (including warranty claims and Accounts Receivable) of Seller thereunder related to Product Promotional Materialsupplied or services provided to Seller prior to the Closing that are not included in the Purchased Assets or the Assumed Liabilities; (h) all of Seller’s or its Affiliates’ rights under warranties, indemnities and all similar rights against Third Parties to the extent arising out of any other Purchased Assets, excluding all rights, claims or causes of action (including warranty claims and Accounts Receivable) of Seller Products Technical Informationthereunder related to Product supplied or services provided to Seller prior to the Closing that are not included in the Purchased Assets or the Assumed Liabilities; (i) all Purchased Product Inventory; and (j) all goodwill and the going concern value of the Product Business, other than any goodwill relating to the Licensed Trademarks; and (j) all Purchased Inventory.

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this AgreementAgreement (including Section 2.02(b)), at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates to) sell, assign, transfer, conveyconvey and deliver, assign or cause to be sold, assigned, transferred, conveyed and deliver delivered, to Purchaser Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Encumbrances other than Permitted any Encumbrances, all of Seller’s right, title and interest of Seller and its Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period properties and rights listed below (collectively, the “Purchased Assets”) and Purchaser shall purchase and accept from Seller (or such Affiliates) the Purchased Assets: (ai) all rights in respect of Seller or its Affiliates under the Contracts set forth Leased Real Property and Leases, in each case listed on Section 2.1.1(a2.02(a)(i) of the Seller Disclosure Schedule, as such Schedule may be updated by Seller not less than two (2) Business Days prior to the Closing Date to include rights and interests under any Contracts relating to the Product Business entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 (such Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as amended or supplemented, the “Purchased Contracts”) excluding, in each case, all rights to (i) any Accounts Receivable; and ; (ii) any all Tangible Personal Property other rights, claims or causes of action (including warranty claimsthan Tangible Personal Property set forth in Section 2.02(b)(vi) of or involving Seller or any of its Affiliates (A) arising prior to the Closing and relating to any Purchased Contract, or (B) related to products supplied or services provided by or to Seller or its Affiliates prior to the Closing that are not included in the Purchased Assetsbelow; (biii) all rights and interests Inventories of Seller and its Affiliates to or in all Regulatory Approvals listed on Section 2.1.1(b) of (other than the Seller Disclosure Schedule (the “Purchased Regulatory Approvals”Japan Inventory); (c) all Seller Regulatory Documentation relating to Seller Products to the extent in the possession of Seller or any of its Affiliates, agents or attorneys; (d) all Authorizations relating specifically to the Product Business including, but not limited to, the Seller AuthorizationsInventories set forth on Section 2.02(a)(iii) of the Disclosure Schedule; (eiv) all Books and Records relating to the Business in the Territory, including personnel Books and Records relating to any Transferred Employees, but excluding the Books and Records set forth on Section 2.02(b)(v) below and provided that Seller may keep a copy of such Books and Records to the extent they do not solely relate to the Business in the Territory; (v) the goodwill of Seller in the Business in the Territory; (vi) the rights of Seller under the following Contracts (the “Assigned C ontracts”) ; (a) the Contracts listed on Section 2.02(a)(vi)(a) of the Disclosure Schedule that Buyer, in its sole discretion, elects to assume at Closing by giving written notice to Seller of such assumption, and (b) all Contracts listed on Section 2.02(a)(vi)(b) of the Disclosure Schedule; (vii) all Purchased Permits, to the extent transferable; (viii) all Business Intellectual Property, including the assets set forth on Section 2.02(a)(viii) of the Disclosure Schedule, other than the Japanese Intellectual Property; (fix) all Product Recordsunfilled purchased orders to Seller for products sold and services rendered by the Business in the Territory set forth on Section 2.02(a)(ix) of the Disclosure Schedule; (gx) all Product Promotional Materialinsurance benefits, including rights and proceeds, arising from or relating to the Purchased Assets or the Assumed Liabilities and not arising from an Excluded Liability; (hxi) all of Seller’s claims, causes of Action, choses in Action, rights of recovery and rights of offset of any kind, against third parties relating to the Purchased Assets and not arising from an Excluded Liability, whether cxxxxx or inchoate, known or unknown, or contingent or noncontingent and whether or not liquidated; (xii) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets or Assumed Liability and not arising from an Excluded Liability with respect to matters occurring prior to the Closing; (xiii) all Clinical Files relating to the Business in the Territory; (xiv) all Software relating to the Business in the Territory, other than the Software set forth in Section 2.02(b)(x) below; and (xv) any other assets, properties and rights of Seller Products Technical Information;that are not specifically allocated in this Agreement and that are used in the Business in the Territory. For clarity, the Purchased Assets shall not include any right, title and interest in the assets, properties and rights of Cytori UK, which shall instead be acquired indirectly through the purchase of the Equity Interests pursuant to Section 2.01. (b) Notwithstanding anything in Section 2.02(a) to the contrary, Seller shall not sell, convey, assign, transfer or deliver, nor cause to be sold, conveyed, assigned, transferred or delivered, to Buyer, and Buyer shall not purchase, and the Purchased Assets shall not include, Seller’s right, title and interest in or to any of the following assets (the “Excluded Assets”), which Excluded Assets, for purposes of clarity, shall not include any asset owned by Cytori UK: (i) all Purchased Product Inventory; andcash and cash equivalents, securities, and negotiable instruments of Seller or on hand, in lock boxes, in financial institutions or elsewhere, including all cash residing in any collateral cash account securing any obligation or contingent obligation of Seller; (ja) all goodwill billed and unbilled accounts receivable and other rights to payment from customers of the Seller or its Affiliates and the going concern value full benefit of all security for such accounts or rights to payment, including all accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of the Product Seller or its Affiliates and (b) any claim, remedy or other right related to any of the foregoing; (iii) all Inventories of Seller and its Affiliates set forth on Section 2.02(b)(iii) of the Disclosure Schedule (the “Japan Inventory”); (iv) all deposits (including, without limitation, lease, vendor and customer deposits), prepayments (except to the extent relating to an assumed obligation of Buyer to perform), and refunds set forth on Section 2.02(b)(iv) of the Disclosure Schedule; (v) the company seal, minute books, charter documents, stock or equity record books and such other Books and Records as pertain to the organization, existence or capitalization of Seller, as well as any other records or materials relating to Seller generally and not involving or related to the Purchased Assets or the operations of the Business in the Territory; (vi) all Tangible Personal Property set forth on Section 2.02(b)(vi); Business.; (vii) the goodwill of Seller in the Business in Japan and outside of the (viii) the Patents, Trademarks, and Domain Names relating to the Business in Japan that are listed on Section 2.02(b)(viii) of the Disclosure Schedule and Software in the computers or servers or other electronic storage medium contained in Tangible Personal Property located in Japan (the “Japanese Intellectual Property”); (ix) the Intellectual Property that is not related to the Business; Schedule; (x) the Software set forth on Section 2.02(b)(x) of the Disclosure Japan; (xi) all Clinical Files relating to studies or trials performed primarily in (xii) all rights of Seller under this Agreement and the Ancillary Agreements, and all correspondence, emails, and Books and Records relating thereto to the extent not used in the Business in the Territory; Contracts; (xiii) all Contracts and agreements of Seller other than the Assigned (xiv) all Plans and trusts or other assets attributable thereto; (xv) all Tax Returns and related work papers and documents of Seller and all Tax assets of the Seller, including Tax refunds and prepayments; (xvi) all current and prior insurance policies of Seller; (xvii) all intercompany, related party receivables;