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

Purchase and Sale of Transferred Assets. (a) At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in consideration of the Purchase Price paid to Seller by Buyer, Seller will grant, sell, transfer, convey, assign and deliver (“Transfer”) to Buyer, and Buyer will purchase, acquire and accept from Seller, all of Seller’s rights, title and interest in, to and under all of the following assets, rights and contracts wherever located, tangible or intangible, owned or held primarily for use in, or primarily used in connection with, the Product (such Transferred assets 1. hereinafter collectively referred to as the “Transferred Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances (other than Permitted Encumbrances): (i) as primarily related to the Product in the Territory and/or Seller’s operation of the Product Business, all material permits, licenses, certificates (including, without limitation, need and safety certificates), approvals, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations and similar rights issued by any Governmental or Regulatory Authority to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals set forth on Section 3.9(a) of the Seller Disclosure Letter; (ii) to the extent primarily used in connection with the Product Business, all advertising, promotional, selling and marketing materials in written or electronic form existing as of the Closing and owned, controlled or otherwise in the possession of Seller (collectively, the “Promotional Materials”); (iii) the Amgen License Rights, the Roche/Genentech License Agreement, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarks, and Product Trade Dress (collectively, the “Product Intellectual Property”); (iv) subject to Section 1.8, all rights in, to and under the Contracts to which Seller or an Affiliate thereof is a party that are listed on Section 1.1(a)(iv) of the Seller Disclosure Letter (collectively, the “Assumed Contracts”); (v) copies of all material files, correspondence with any Governmental or Regulatory Authority, material data, reports, books and records owned or controlled by Seller, in whatever media retained or stored (electronic, tangible or otherwise), to the extent relating to the Product, the Product Business, the Transferred Assets or the Assumed Liabilities, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes of adverse events including any correspondence with the FDA and reports filed with the FDA, clinical studies, including all reports and study records developed during clinical studies and all documentation relating to the Product Intellectual Property, copies (to the extent received from Amgen, BI Austria, Kenco or any other Third Party) of all material (i) reports of FDA Form 483 inspection observations, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance in any material respect with any Laws or regulatory requirements (including those of the FDA), relating to the Product or the conduct of the Product Business, but excluding any such items to the extent that any applicable Law or contractual obligation to which Seller is bound prohibits their transfer so long as Seller provides Buyer with a list of such items that may not be transferred; provided, however, that notwithstanding the foregoing, prior to delivering or making the 2. Product Records available to Buyer, Seller shall be entitled to redact from the Product Records any information that does not relate to the Product Business (collectively, the “Product Records”). Notwithstanding the foregoing, the parties expressly agree and acknowledge that the Product Records to be delivered by Seller to Buyer pursuant to this Agreement will not include and Seller shall not be required to disclose to Buyer information that Seller determines, using reasonable discretion, is subject to attorney client privilege; (vi) all of the rights, title and interest to all Product stored at the Seller’s dedicated facility operated pursuant to the Kenco Agreement and listed in Section 1.1(a)(vi) of the Seller Disclosure Letter (the “Inventory”); provided, however, that Buyer may, by notice to Seller delivered within 30 Business Days of the Closing Date, refuse to accept any or all of such Inventory and Seller shall be responsible for all disposal costs related to any such Inventory not accepted by Buyer (the “Inventory Disposal Costs”); (vii) The [...***...] more specifically identified in Section 1.1(a)(vii) of the Seller Disclosure Letter.

Purchase and Sale of Transferred Assets. (a) At the Effective Time, upon On the terms and subject to the conditions set forth herein, at the Closing as described in this Agreement Article V, TWA shall, and in consideration of the Purchase Price paid to shall cause each other Seller by Buyer, Seller will grantto, sell, transfer, convey, assign and deliver (“Transfer”) to Buyerdeliver, and Buyer will purchase, acquire Purchaser shall purchase and accept from Selleraccept, all of each such Seller’s rights's right, title and interest inin and to all such Seller's rights, to properties and under all of the following assets, rights and contracts wherever located, tangible including, without limitation, (i) all personal and real property, (ii) all general intangibles and intangible property, including without limitation all Intellectual Property and goodwill, (iii) all equipment, furniture and fixtures, (iv) all accounts, accounts receivable and rights to payment, (v) claims and interests in litigation listed on Schedule 2.1(v) (which shall exclude all Avoidance Actions), (vi) all existing and future instruments, chattel paper, documents of title, contracts, agreements, licenses, grants and rights, (vii) all securities, whether certificated or intangibleuncertificated, owned including, without limitation, either the capital stock of TWA Stock Holding, Inc. or held primarily for use inthe interests in Worldspan L.P., or primarily used in connection with, a Delaware limited partnership ("Worldspan") (at Purchaser's option; provided that Purchaser is the Product (such successful bidder of both the Transferred assets 1. hereinafter collectively referred to as Assets and the “Transferred Assets”Worldspan interest), but excluding the Excluded capital stock of any Seller other than TWA Stock Holding, Inc., (viii) all security entitlements, securities accounts, commodity contracts and commodity accounts, (ix) any and all existing and assignable manufacturer or vendor warranties, service life policies, customer support agreements and similar items (or to the extent such items are not assignable, subrogation rights to such items), (x) all proceeds and products of the foregoing, and (xi) all books and records relating to the foregoing, in each case of clauses (i) through (xi) above, together with all substitutions therefor and all accessions, replacements and renewals thereof (collectively, the "Transferred Assets"), free and clear of all Encumbrances (other than Liens except Permitted Encumbrances): (i) as primarily related to the Product in the Territory and/or Seller’s operation of the Product Business, all material permits, licenses, certificates (including, without limitation, need and safety certificates), approvals, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations and similar rights issued by any Governmental or Regulatory Authority to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals set forth on Section 3.9(a) of the Seller Disclosure Letter; (ii) to the extent primarily used in connection with the Product Business, all advertising, promotional, selling and marketing materials in written or electronic form existing as of the Closing and owned, controlled or otherwise in the possession of Seller (collectively, the “Promotional Materials”); (iii) the Amgen License Rights, the Roche/Genentech License Agreement, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarks, and Product Trade Dress (collectively, the “Product Intellectual Property”); (iv) subject to Section 1.8, all rights in, to and under the Contracts to which Seller or an Affiliate thereof is a party that are listed on Section 1.1(a)(iv) of the Seller Disclosure Letter (collectively, the “Assumed Contracts”); (v) copies of all material files, correspondence with any Governmental or Regulatory Authority, material data, reports, books and records owned or controlled by Seller, in whatever media retained or stored (electronic, tangible or otherwise), to the extent relating to the Product, the Product Business, the Transferred Assets or the Assumed Liabilities, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes of adverse events including any correspondence with the FDA and reports filed with the FDA, clinical studies, including all reports and study records developed during clinical studies and all documentation relating to the Product Intellectual Property, copies (to the extent received from Amgen, BI Austria, Kenco or any other Third Party) of all material (i) reports of FDA Form 483 inspection observations, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance in any material respect with any Laws or regulatory requirements (including those of the FDA), relating to the Product or the conduct of the Product Business, but excluding any such items to the extent that any applicable Law or contractual obligation to which Seller is bound prohibits their transfer so long as Seller provides Buyer with a list of such items that may not be transferred; provided, however, that notwithstanding the foregoing, prior to delivering or making the 2. Product Records available to Buyer, Seller shall be entitled to redact from the Product Records any information that does not relate to the Product Business (collectively, the “Product Records”). Notwithstanding the foregoing, the parties expressly agree and acknowledge that the Product Records to be delivered by Seller to Buyer pursuant to this Agreement will not include and Seller shall not be required to disclose to Buyer information that Seller determines, using reasonable discretion, is subject to attorney client privilege; (vi) all of the rights, title and interest to all Product stored at the Seller’s dedicated facility operated pursuant to the Kenco Agreement and listed in Section 1.1(a)(vi) of the Seller Disclosure Letter (the “Inventory”); provided, however, that Buyer may, by notice to Seller delivered within 30 Business Days of the Closing Date, refuse to accept any or all of such Inventory and Seller shall be responsible for all disposal costs related to any such Inventory not accepted by Buyer (the “Inventory Disposal Costs”); (vii) The [...***...] more specifically identified in Section 1.1(a)(vii) of the Seller Disclosure LetterLiens.

Purchase and Sale of Transferred Assets. (a) At Subject to the Effective Time, upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement and in consideration subject to Section 2.1(b), at the Closing and as of the Purchase Price paid to Seller by BuyerClosing Date, Seller will grantthe Company shall and shall cause its Subsidiaries to, as applicable, sell, transfer, convey, assign and deliver (“Transfer”) to Buyerthe Buyer and the applicable Designated Purchaser, and the Buyer will purchase, acquire shall or shall cause the applicable Designated Purchaser to purchase and accept from Selleracquire, all of Sellerthe Company’s rightsand any of its Subsidiaries’ right, title and interest in, to and under all of the following properties, assets, rights and contracts wherever locatedclaims used or held for use primarily in the conduct or operation of the Business as the same shall exist on the Closing Date, whether tangible or intangibleintangible (collectively, owned or held primarily for use in, or primarily used in connection with, the Product (such Transferred assets 1. hereinafter collectively referred to as the “Transferred Assets”), but excluding including all right, title and interest of the Excluded AssetsCompany and its Subsidiaries in, free to and clear of all Encumbrances (other than Permitted Encumbrances):under: (i) as primarily all Receivables, all prepayments and prepaid expenses and deposits and other current assets to the extent related to the Product in the Territory and/or Seller’s operation of the Product Business, and the full benefit of any and all material permitssecurity for such Receivables, licensesprepayments, certificates (includingprepaid expenses, without limitationdeposits, need and safety certificates)other current assets, approvalsany unpaid financing charges accrued thereon, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations and similar rights issued by all Proceedings related to any Governmental or Regulatory Authority to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals set forth on Section 3.9(a) of the Seller Disclosure Lettersuch items; (ii) to the extent primarily used in connection with the Product Business, all advertising, promotional, selling and marketing materials in written or electronic form existing as Leases set forth on Schedule 2.1(a)(ii) of the Closing and owned, controlled or otherwise in the possession of Seller Company Disclosure Schedule (collectively, the “Promotional MaterialsLeased Real Property”), and all buildings, structures and other improvements situated thereon; (iii) all owned or leased tangible personal property located at the Amgen License RightsLeased Real Property, in the Roche/Genentech License Agreementpossession or control of Current Business Employees, Product Copyrightsor otherwise used or held for use primarily in the conduct or operation of the Business, Product Domainsincluding machinery, Product Know-Howmobile and immobile equipment, Product Patentscomputers, Product Trademarksservers, communications and Product Trade Dress (collectivelynetworking equipment, the “Product Intellectual Property”)furniture, office equipment, furnishings, transportation equipment, parts and supplies; (iv) (A) the Contracts listed on Schedule 2.1(a)(iv)(A) of the Company Disclosure Schedule, (B) all customer Contracts of the type specified on Schedule 2.1(a)(iv)(B) of the Company Disclosure Schedule, (C) all Contracts that Buyer approves in writing prior to Closing and (D) all other Contracts primarily relating to the conduct or operation of the Business or to which any of the Transferred Assets or Assumed Liabilities is subject which either are entered into after the date hereof in accordance with the terms hereof, or which Buyer determines to assume at Closing, other than those Contracts which relate both to the Business and primarily to other businesses of the Company and its Subsidiaries, including those listed on Schedule 2.1(a)(iv)(D) of the Company Disclosure Schedule (“Shared Contracts”), which Shared Contracts, subject to Section 1.82.4 hereof, shall be assumed only to the extent that they relate to the Business, including, in the cases of clauses (A), (B), (C)and (D), all rights into receive goods and services purchased pursuant to such Contracts and all claims and rights to take any other actions arising out of or related to such Contracts or the Transferred Assets, to and under the Contracts to which Seller or an Affiliate in respect thereof is a party that are listed on Section 1.1(a)(iv) of the Seller Disclosure Letter (collectively, the “Assumed Contracts”);, provided, that with respect to Shared Contracts Buyer shall assume only such prospective rights and obligations under Contracts that (A) are End User Agreements, or (B) constitute agreements with distributors, value added resellers, independent sales representatives or other participants in the distribution channel, in each case excluding such Contracts themselves and solely to the extent such rights and obligations relate to the Products. (v) copies of all material files, correspondence with any Governmental or Regulatory Authority, material data, reports, books and records owned or controlled by Seller, in whatever media retained or stored (electronic, tangible or otherwise), to the extent relating to the Product, the Product Business, the Transferred Assets or the Assumed Liabilities, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes of adverse events including any correspondence with the FDA and reports filed with the FDA, clinical studies, including all reports and study records developed during clinical studies and all documentation relating to the Product Intellectual Property, copies (to the extent received from Amgen, BI Austria, Kenco or any other Third Party) of all material (i) reports of FDA Form 483 inspection observations, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance in any material respect with any Laws or regulatory requirements (including those of the FDA), relating to the Product or the conduct of the Product Business, but excluding any such items to the extent that any applicable Law or contractual obligation to which Seller is bound prohibits their transfer so long as Seller provides Buyer with a list of such items that may not be transferred; provided, however, that notwithstanding the foregoing, prior to delivering or making the 2. Product Records available to Buyer, Seller shall be entitled to redact from the Product Records any information that does not relate to the Product Business (collectively, the “Product Records”). Notwithstanding the foregoing, the parties expressly agree and acknowledge that the Product Records to be delivered by Seller to Buyer pursuant to this Agreement will not include and Seller shall not be required to disclose to Buyer information that Seller determines, using reasonable discretion, is subject to attorney client privilegeCompany IP; (vi) all Licenses and Permits, to the extent transferable under applicable Law; (vii) all (A) Books and Records, including any and all data and records pertaining to the Transferred Employees to the extent not prohibited under applicable Law and lists of customers, suppliers, vendors, Distributors and sales prospects to the extent not prohibited under applicable law, and (B) sales literature, promotional literature, brochures, user manuals, graphics, artwork, and other selling and advertising material; (viii) all express or implied warranties, representations or guarantees made by suppliers furnishing goods (including the personal property and equipment referred to in Section 2.1(a)(iii) and (x)) or services, including warranties, representations, guarantees or other obligations related to product support or maintenance; (ix) all credits and deferred charges, including real estate and ad valorem Taxes, leases and rentals, to the extent related to the Business, Transferred Assets or Assumed Liabilities; (x) all information systems, hardware, telephone systems, software systems, database and database systems used or held for use primarily in the conduct or operation of the Business and any and all rights thereunder; (xi) all insurance proceeds received by the Company or any of its Subsidiaries to the extent related to the Business or any Transferred Assets as a result of any damage or claim occurring between the date of this Agreement and the Closing Date and any rights, title claims or causes of action existing or arising in respect of the Business or the Transferred Assets under the Company’s insurance policies; (xii) all claims, causes of action, choses in action, rights of recovery and interest rights of set-off of any kind, to all Product stored at the Seller’s dedicated facility operated extent pertaining to or arising out of the Transferred Assets; (xiii) any assets relating to the Liabilities assumed pursuant to Section 5.8(a); (xiv) the Kenco Agreement goodwill and listed in Section 1.1(a)(vi) going concern value of the Seller Disclosure Letter Business; and (xv) all other properties, assets, rights and claims reflected on the “Inventory”); provided, however, that Buyer may, by notice Business Balance Sheet or accrued after the date thereof and which would reasonably be expected to Seller delivered within 30 be reflected thereon if the Business Days Balance Sheet were prepared as of the Closing Date, refuse or otherwise used or held for use primarily in the conduct or operation of the Business, including all properties, assets, rights and claims included in the definition of “Net Working Capital” and reflected on the Closing Date Net Working Capital Statement, but not otherwise described in this Section 2.1(a). As of the Closing, risk of loss as to accept any or the Transferred Assets shall pass from the Sellers to the Buyer and the applicable Designated Purchasers, except as may otherwise be expressly provided herein. (b) Notwithstanding Section 2.1(a), the Buyer and the Designated Purchasers expressly understand and agree that the Transferred Assets shall exclude, and the Company and its Subsidiaries shall retain all of their right, title and interest in, to and under, the following properties, assets, rights and claims, regardless of whether such Inventory properties, assets, rights and Seller claims are used or held for use primarily in the conduct or operation of the Business as the same shall be responsible for all disposal costs related to any such Inventory not accepted by Buyer exist on the Closing Date, whether tangible or intangible (the “Inventory Disposal CostsExcluded Assets”)): (i) all cash and cash equivalents; (ii) all assets of the Business sold or otherwise disposed of not in violation of the terms of this Agreement during the period from the date of this Agreement until the Closing Date; (iii) all Tax refunds, Tax losses, Tax carryforwards, Tax credits and Tax benefits of the Company with respect to income Tax Returns of the Company; (iv) the minute books for the board of directors, committees or shareholders’ meetings, incorporation documents, stock transfers and Tax or similar related corporate records of the Company and its Subsidiaries; (v) the servers listed on Schedule 2.1(b)(v) of the Company Disclosure Schedule; (vi) the license key generator identified on Schedule 2.1(b)(vi) of the Company Disclosure Schedule; (vii) The [...***...] more specifically identified in Section 1.1(a)(viithis Agreement, the Transition Services Agreement and the Confidentiality Agreement and the agreement listed on Schedule 2.1(b)(vii) of the Seller Disclosure LetterCompany Disclosure; (viii) the assets being provided to the Buyer or a Designated Purchaser pursuant to the Transition Services Agreement; and (ix) except to the extent set forth in Section 2.1(a), all of the properties, assets, rights and claims not used or held for use primarily in the conduct or operation of the Business, including all of the properties, assets, rights and claims used or held for use primarily in the Company’s and its Subsidiaries’ systems management, security management, administration, migration, operational change control, VoIP management and content security businesses, including the products currently known as Security Reporting Center and Firewall Suite.

Purchase and Sale of Transferred Assets. (a) At the Effective Time, upon On the terms and subject to the conditions set forth herein, at the Closing as described in this Agreement and in consideration of the Purchase Price paid to Seller by BuyerArticle V hereto, Seller will grantshall, and the Shareholders shall cause Seller to, sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, good and valid title to, and all of Seller’s rights and interests in, all of the rights, properties and assets used in or held for use in, necessary for or otherwise relating to the Business, other than the Excluded Assets (collectively, the “TransferTransferred Assets”), free and clear of all Liens (other than Permitted Liens), including, without limitation, good and valid title to, and all rights and interests in, the following: (a) All assets reflected on the balance sheet as of April 30, 2005 relating to the Business (the “Balance Sheet”) and all assets used to Buyergenerate revenue and income reflected on the summary of operations statement relating to the Business for the year ended April 30, 2005 (the “Income Statement”), which Balance Sheet and Buyer will purchaseIncome Statement are set forth in Annex 2.1(a), acquire other than, in each case, assets disposed of after the date of such Balance Sheet and accept from SellerIncome Statement and on or prior to the Closing in the ordinary course of business consistent with past practice. (b) All assets used, or held for use in, necessary for or otherwise relating to the Business acquired in the ordinary course of business consistent with past practice after April 30, 2005 and on or prior to the Closing Date. (c) All Contracts relating to the Business, including, without limitation, the Chicago License Agreement, the URL-Gxxxxxxx Agreement and the Exclusive Sub-License Agreement. (d) All general intangibles and intangible property, including, without limitation, all Proprietary Rights and agreements relating thereto that are used or held for use in, necessary for or otherwise relating to the Business, including, without limitation, all of Seller’s rights, title and interest in, to and under all of the following assets, rights and contracts wherever located, tangible or intangible, owned or held primarily for use in, or primarily used goodwill included therein and in connection withthe patents and patent applications listed in Exhibit B hereto. (e) All books and records relating to the Chicago License Agreement, the Product (such URL-Gxxxxxxx Agreement and the Exclusive Sub-License Agreement. The Contracts included in the Transferred assets 1. Assets, including, without limitation, those listed above, are hereinafter collectively referred to as the “Transferred Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances (other than Permitted Encumbrances): (i) as primarily related to the Product in the Territory and/or Seller’s operation of the Product Business, all material permits, licenses, certificates (including, without limitation, need and safety certificates), approvals, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations and similar rights issued by any Governmental or Regulatory Authority to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals set forth on Section 3.9(a) of the Seller Disclosure Letter; (ii) to the extent primarily used in connection with the Product Business, all advertising, promotional, selling and marketing materials in written or electronic form existing as of the Closing and owned, controlled or otherwise in the possession of Seller (collectively, the “Promotional Materials”); (iii) the Amgen License Rights, the Roche/Genentech License Agreement, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarks, and Product Trade Dress (collectively, the “Product Intellectual Property”); (iv) subject to Section 1.8, all rights in, to and under the Contracts to which Seller or an Affiliate thereof is a party that are listed on Section 1.1(a)(iv) of the Seller Disclosure Letter (collectively, the “Assumed Contracts.”); (v) copies of all material files, correspondence with any Governmental or Regulatory Authority, material data, reports, books and records owned or controlled by Seller, in whatever media retained or stored (electronic, tangible or otherwise), to the extent relating to the Product, the Product Business, the Transferred Assets or the Assumed Liabilities, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes of adverse events including any correspondence with the FDA and reports filed with the FDA, clinical studies, including all reports and study records developed during clinical studies and all documentation relating to the Product Intellectual Property, copies (to the extent received from Amgen, BI Austria, Kenco or any other Third Party) of all material (i) reports of FDA Form 483 inspection observations, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance in any material respect with any Laws or regulatory requirements (including those of the FDA), relating to the Product or the conduct of the Product Business, but excluding any such items to the extent that any applicable Law or contractual obligation to which Seller is bound prohibits their transfer so long as Seller provides Buyer with a list of such items that may not be transferred; provided, however, that notwithstanding the foregoing, prior to delivering or making the 2. Product Records available to Buyer, Seller shall be entitled to redact from the Product Records any information that does not relate to the Product Business (collectively, the “Product Records”). Notwithstanding the foregoing, the parties expressly agree and acknowledge that the Product Records to be delivered by Seller to Buyer pursuant to this Agreement will not include and Seller shall not be required to disclose to Buyer information that Seller determines, using reasonable discretion, is subject to attorney client privilege; (vi) all of the rights, title and interest to all Product stored at the Seller’s dedicated facility operated pursuant to the Kenco Agreement and listed in Section 1.1(a)(vi) of the Seller Disclosure Letter (the “Inventory”); provided, however, that Buyer may, by notice to Seller delivered within 30 Business Days of the Closing Date, refuse to accept any or all of such Inventory and Seller shall be responsible for all disposal costs related to any such Inventory not accepted by Buyer (the “Inventory Disposal Costs”); (vii) The [...***...] more specifically identified in Section 1.1(a)(vii) of the Seller Disclosure Letter.

Purchase and Sale of Transferred Assets. (a) At On the Effective Timebasis of the representations, upon the terms warranties, covenants and agreements set forth herein and subject to the satisfaction or waiver of the conditions set forth in this Agreement Article VII herein, at the Closing: (a) subject to requirements of Section 5.11, the Seller shall, and in consideration of the Purchase Price paid to Seller by Buyer, Seller will grantshall cause its applicable Affiliates to, sell, assign, transfer, conveyconvey and deliver, assign or cause to be sold, assigned, transferred, conveyed and deliver (“Transfer”) delivered, to Buyerthe Buyer and its Affiliates, and the Buyer will purchaseshall, acquire and shall cause such Affiliates to, purchase and accept from Seller, all of Seller’s the Seller and its Affiliates the rights, title and interest in, of the Seller and its Affiliates to and under all in the Transferred Assets; and (b) subject to requirements of the following assets, rights and contracts wherever located, tangible or intangible, owned or held primarily for use in, or primarily used in connection withSection 5.11, the Product Buyer shall, and shall cause its applicable Affiliates to, assume and shall, and shall cause such Affiliates to, agree to pay, perform and discharge all liabilities and obligations (such Transferred assets 1. hereinafter collectively referred whether accrued or fixed, absolute or contingent, mature or unmatured or determined or determinable) (the "Liabilities") arising after the Closing Time with respect to as the “Transferred Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances (other than Permitted Encumbrances): (i) as primarily related with respect to Assumed Contracts that are not employment agreements, liabilities that result from any breach by the Seller or its Affiliates of such Assumed Contracts prior to the Product in the Territory and/or Seller’s operation of the Product BusinessClosing Time, all material permits, licenses, certificates (including, without limitation, need and safety certificates), approvals, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations and similar rights issued by any Governmental or Regulatory Authority to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals set forth on Section 3.9(a) of the Seller Disclosure Letter; (ii) with respect to Assumed Contracts that are employment agreements, liabilities, if any, retained by the Seller or any of its Affiliates pursuant to Section 5.11 (all such Liabilities with respect to the extent primarily used in connection with Transferred Assets to be assumed by the Product Business, all advertising, promotional, selling and marketing materials in written or electronic form existing as of the Closing and owned, controlled or otherwise in the possession of Seller (collectivelyBuyer pursuant to this Section 2.2(b), the “Promotional Materials”"Assumed Liabilities"); (iiic) neither the Amgen License Rights, the Roche/Genentech License Agreement, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarks, Buyer nor any of its Affiliates shall be deemed to have purchased and Product Trade Dress (collectively, the “Product Intellectual Property”); (iv) subject to Section 1.8, all rights in, to and under the Contracts to which Seller or an Affiliate thereof is a party that are listed on Section 1.1(a)(iv) of accepted from the Seller Disclosure Letter (collectively, and its Affiliates any assets other than the “Assumed Contracts”); (v) copies of all material files, correspondence with any Governmental or Regulatory Authority, material data, reports, books Shares and records owned or controlled by Seller, in whatever media retained or stored (electronic, tangible or otherwise), to the extent relating to the Product, the Product Business, the Transferred Assets or assumed any liabilities with respect to the Transferred Assets other than the Assumed Liabilities, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes of adverse events including any correspondence with the FDA and reports filed with the FDA, clinical studies, including all reports and study records developed during clinical studies and all documentation relating to the Product Intellectual Property, copies (to the extent received from Amgen, BI Austria, Kenco or any other Third Party) of all material (i) reports of FDA Form 483 inspection observations, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance in any material respect with any Laws or regulatory requirements (including those of the FDA), relating to the Product or the conduct of the Product Business, but excluding any such items to the extent that any applicable Law or contractual obligation to which Seller is bound prohibits their transfer so long as Seller provides Buyer with a list of such items that may not be transferred; provided, however, that notwithstanding nothing in this Section 2.2(c) shall limit the foregoing, prior to delivering or making the 2. Product Records available to Buyer, Seller shall be entitled to redact from the Product Records any information that does not relate to the Product Business (collectively, the “Product Records”). Notwithstanding the foregoing, the parties expressly agree liabilities and acknowledge that the Product Records to be delivered by Seller to Buyer pursuant to this Agreement will not include and Seller shall not be required to disclose to Buyer information that Seller determines, using reasonable discretion, is subject to attorney client privilege; (vi) all obligations of the rights, title and interest to all Product stored at Buyer set forth in the Seller’s dedicated facility operated pursuant to the Kenco Agreement and listed in Section 1.1(a)(vi) covenants of the Seller Disclosure Letter (the “Inventory”); provided, however, that Buyer may, by notice to Seller delivered within 30 Business Days of the Closing Date, refuse to accept any or all of such Inventory and Seller shall be responsible for all disposal costs related to any such Inventory not accepted by Buyer (the “Inventory Disposal Costs”); (vii) The [...***...] more specifically identified in Section 1.1(a)(vii) of the Seller Disclosure Letterthis Agreement.

Purchase and Sale of Transferred Assets. (a) At the Effective Time, upon Upon the terms and subject to the conditions set forth in of this Agreement and in consideration of Agreement, at the Purchase Price paid to Seller by BuyerClosing, Seller will grantand each Selling Subsidiary shall, and Seller shall cause its Subsidiaries (including the Selling Subsidiaries) to, sell, transfer, convey, assign and deliver to Purchaser and/or one or more wholly-owned Affiliates of Purchaser (“Transfer”) to Buyeras designated by Purchaser), and Buyer will Purchaser shall, and shall cause any such designated Affiliate to, purchase, acquire and accept from Seller, Seller and its Subsidiaries all of Seller’s rightsand its Subsidiaries’ right, title and interest in, to and under all of the following assetsassets (collectively, rights and contracts wherever located, tangible or intangible, owned or held primarily for use in, or primarily used in connection with, the Product (such Transferred assets 1. hereinafter collectively referred to as the “Transferred Assets”), but excluding the Excluded Assets, free and clear of any and all Encumbrances Liens (other than Permitted EncumbrancesLiens and as set forth in Section 2.01(a) of the Seller Disclosure Schedules): (i) as primarily related to the Product in the Territory and/or Seller’s operation of the Product BusinessSMR Facilities, all material permits, licenses, certificates (including, without limitation, need and safety certificates), approvals, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations and similar rights issued by any Governmental or Regulatory Authority to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals including those assets set forth on in Section 3.9(a2.01(a)(i) of the Seller Disclosure LetterSchedules; (ii) to all tangible personal property, including machinery, mobile and immobile equipment, furniture, furnishings, vehicles, tools, tooling, dies, stores, parts, supplies, computers and other tangible personal property, that is solely relating to, or solely used for, the extent primarily used in connection with the Product Businessconduct, all advertising, promotional, selling and marketing materials in written operation or electronic form existing as ownership of the Closing and ownedSMR Facilities or other Transferred Assets (whether located on the Easement Area or elsewhere), controlled or otherwise except for those assets set forth in Section 2.01(b)(xvii) of the possession of Seller (collectively, the “Promotional Materials”)Disclosure Schedule; (iii) the Amgen License Rights, the Roche/Genentech License Agreement, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarks, and Product Trade Dress (collectively, the “Product Intellectual Property”)Inventory; (iv) subject all Books and Records, provided that (A) such Books and Records shall be delivered in accordance with the Transition Services Agreement and (B) Seller may retain one or more copies of any such Books and Records to the extent necessary for tax or accounting purposes or in connection with (x) Excluded Liabilities and (y) as set forth in Section 1.8, all rights in, to and under the Contracts to which Seller or an Affiliate thereof is a party that are listed on Section 1.1(a)(iv2.01(a)(iv) of the Seller Disclosure Letter (collectivelySchedule; provided, the “Assumed Contracts”)further, that such retained copies shall be subject to Section 5.07; (v) copies of all material filesrights, correspondence with any Governmental or Regulatory Authorityprivileges, material dataclaims, reportsdemands, books chooses in action, prepayments, deposits, refunds, claims in bankruptcy, indemnification agreements with, and records owned or controlled by Sellerindemnification rights against, in whatever media retained or stored (electronicthird parties, tangible or otherwise), to the extent relating to the Product, the Product Business, the Transferred Assets or the Assumed Liabilities, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes of adverse events including any correspondence with the FDA and reports filed with the FDA, clinical studies, including all reports and study records developed during clinical studies and all documentation relating to the Product Intellectual Property, copies warranty claims (to the extent received from Amgen, BI Austria, Kenco or any other Third Party) of all material (i) reports of FDA Form 483 inspection observations, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance in any material respect with any Laws or regulatory requirements (including those of the FDAtransferable), offsets and other claims, in each case, if any, solely relating to the Product ownership or operation of, or solely used for, the ownership or operation of the SMR Facilities or the conduct of the Product BusinessTransferred Assets, but excluding (x) any such items of the foregoing that solely relate to any Excluded Liabilities, (y) any claim for reimbursement under insurance policies for losses or damages suffered or incurred with respect to any Transferred Assets prior to the Closing Date and (z) those referred to in Section 2.01(b)(xvii) of the Seller Disclosure Schedule; (vi) to the extent transferable, all Permits held by Seller or any of its Affiliates that any applicable Law are used solely for the lawful ownership or contractual obligation to which operation of the SMR Facilities or other Transferred Assets or are listed in Section 2.01(a)(vi) of the Seller is bound prohibits their transfer so long as Seller provides Buyer with a list of such items that may not be transferredDisclosure Schedule; provided, however, that notwithstanding the foregoing, prior to delivering or making theand 2. Product Records available to Buyer, Seller shall be entitled to redact from the Product Records any information that does not relate (vii) prepaid advances and other prepaid expenses and deposits solely related to the Product Business SMR Facilities or other Transferred Assets, if any. (collectivelyb) The Transferred Assets shall exclude, the “Product Records”). Notwithstanding the foregoing, the parties expressly agree and acknowledge that the Product Records to be delivered by Seller to Buyer pursuant to this Agreement will not include and Seller shall not be required sell, transfer or assign, the following assets of Seller and its Subsidiaries (the “Excluded Assets”): (i) cash, cash equivalents and other short-term investments; (ii) any insurance policies or insurance coverage (or assumed coverage) relating to disclose the Transferred Assets; (iii) any rights pursuant to Buyer information that any agreement or contract between Seller determinesand any of its Subsidiaries, using reasonable discretionunless otherwise listed in Section 2.01(a) of the Seller Disclosure Schedule; (iv) all intercompany receivables and payables with Seller or its Subsidiaries; (v) any interest in or right to any refund of Taxes relating to the Transferred Assets, is subject to attorney client privilegethe operation thereof or the Assumed Liabilities for, or applicable to, any Pre-Closing Tax Period; (vi) all Tax Returns of any member of the Seller Group; (vii) any Books and Records that Seller is required by law to retain, so long as Seller delivers at least one copy thereof to Purchaser; (viii) any rights of Seller or any of its Subsidiaries under this Agreement or the Other Transaction Documents; (ix) all rights with respect to claims or legal proceedings that are not Transferred Assets pursuant to Section 2.01(a); (x) any assets related to any Seller Plan; (xi) all CBAs; (xii) all Common Spare Parts; (xiii) the shares of ownership or other ownership interests in any Subsidiary of Seller; (xiv) all rights, title privileges, claims, demands, choses in action, prepayments, deposits, refunds, claims in bankruptcy, indemnification agreements with, and interest to all Product stored at the Seller’s dedicated facility operated indemnification rights against, third parties, warranty claims, offsets and other rights and claims that are not Transferred Assets pursuant to Section 2.01(a); (xv) the Kenco Agreement Confidentiality Agreement; (xvi) Excluded Inventory; and (xvii) any other asset of Seller, the Selling Subsidiaries or any other member of Seller Group that is not a Transferred Asset, including the other assets and listed properties set forth in Section 1.1(a)(vi2.01(b)(xvii) of the Seller Disclosure Letter Schedule. (c) For the “Inventory”); providedavoidance of doubt, howeverPurchaser is not purchasing, that Buyer mayand Seller is not selling or assigning hereunder, by notice any Excluded Asset. Pursuant to Seller delivered within 30 Business Days the terms and subject to the conditions of the Closing DateOther Transaction Documents, refuse to accept any or all of such Inventory and Seller shall be responsible for all disposal costs related to any such Inventory not accepted by Buyer (the “Inventory Disposal Costs”); (vii) The [...***...] more specifically identified in Section 1.1(a)(vii) of the Seller Disclosure LetterParties will provide Purchaser and its Affiliates certain access and use rights with respect to certain Excluded Assets solely as set forth therein.

Purchase and Sale of Transferred Assets. In consideration of Purchaser’s payment of $230,000,000 (athe “Purchase Price”) At and the Effective TimeClosing Reimbursement Payment and its assumption of the Assumed Obligations, upon and on the terms and subject to the conditions set forth in of this Agreement Agreement, at and in consideration as of the Purchase Price paid to Seller by BuyerClosing, Seller will grant, shall sell, transferassign, convey, assign transfer and deliver (“Transfer”) to BuyerPurchaser, and Buyer will purchase, Purchaser shall purchase and acquire and accept take assignment and delivery from SellerSeller of, all of Seller’s rightsand its Affiliates’ right, title and interest inin and to (a) the Facility, (b) the Assigned Contracts, (c) the Closing Permits, (d) the Facility FF&E, (e) all real property records and files and manuals within Seller’s possession, in each case to the extent they relate to the Transferred Assets, (f) the Transferred Intellectual Property, (g) all rights of Seller and its Affiliates under or in connection with handbooks, policies, procedures or agreements with any Transferred Employee pursuant to which and to the extent any Transferred Employee of such Seller or Affiliate may have agreed to: (i) keep information concerning the Business and the Transferred Assets confidential; (ii) assign Transferred Intellectual Property developed or created by them in the course of their work (whether as employees or consultants, or both) with the Business to the Business or its designee(s); or (iii) abide by certain restrictive covenants relating to the Business that may, among other things, limit competition, restrict the solicitation of employees, customers, partners, vendors, consultants or other personnel, and the like, (h) all other rights to causes of action, lawsuits, judgments, claims and demands of any nature in favor of Seller and its Affiliates to the extent related to the Business or the Transferred Assets, including all rights under all guarantees, warranties, indemnities and similar rights in favor of the following assetsSeller and its Affiliates and all rights to sxx and recover and retain damages for past, present and future infringement or misappropriation or other violation of any Transferred Intellectual Property, in each case, except as to any Excluded Asset or Retained Obligation, (i) all rights of Seller under any past or current insurance policy or Contract of insurance, warranty and condemnation benefits, rights and contracts wherever locatedproceeds with respect to damage, tangible nonconformance of or intangibleloss to the Transferred Assets or the Assumed Obligations occurring prior to the Closing Date, owned or held primarily for use inand (j) all of Sellers’ rights under warranties, or primarily used in connection withindemnities, and all similar rights against third parties to the Product extent related to any Transferred Assets (such Transferred assets 1. hereinafter collectively referred to as the extent assignable) (collectively, the “Transferred Assets”), but excluding the Excluded Assets, free and clear . For avoidance of all Encumbrances (other than Permitted Encumbrances): (i) as primarily related to the Product in the Territory and/or Seller’s operation of the Product Business, all material permits, licenses, certificates (including, without limitation, need and safety certificates), approvals, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations and similar rights issued by any Governmental or Regulatory Authority to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals set forth on Section 3.9(a) of the Seller Disclosure Letter; (ii) to the extent primarily used in connection with the Product Business, all advertising, promotional, selling and marketing materials in written or electronic form existing as of the Closing and owned, controlled or otherwise in the possession of Seller (collectively, the “Promotional Materials”); (iii) the Amgen License Rights, the Roche/Genentech License Agreement, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarks, and Product Trade Dress (collectively, the “Product Intellectual Property”); (iv) subject to Section 1.8, all rights in, to and under the Contracts to which Seller or an Affiliate thereof is a party that are listed on Section 1.1(a)(iv) of the Seller Disclosure Letter (collectively, the “Assumed Contracts”); (v) copies of all material files, correspondence with any Governmental or Regulatory Authority, material data, reports, books and records owned or controlled by Seller, in whatever media retained or stored (electronic, tangible or otherwise), to the extent relating to the Product, the Product Businessdoubt, the Transferred Assets or the Assumed Liabilities, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes of adverse events including any correspondence with the FDA and reports filed with the FDA, clinical studies, including all reports and study records developed during clinical studies and all documentation relating to the Product Intellectual Property, copies (to the extent received from Amgen, BI Austria, Kenco or any other Third Party) of all material (i) reports of FDA Form 483 inspection observations, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance in any material respect with any Laws or regulatory requirements (including those of the FDA), relating to the Product or the conduct of the Product Business, but excluding any such items to the extent that any applicable Law or contractual obligation to which Seller is bound prohibits their transfer so long as Seller provides Buyer with a list of such items that may not be transferred; provided, however, that notwithstanding the foregoing, prior to delivering or making the 2. Product Records available to Buyer, Seller shall be entitled to redact from the Product Records any information that does not relate to the Product Business (collectively, the “Product Records”). Notwithstanding the foregoing, the parties expressly agree and acknowledge that the Product Records to be delivered by Seller to Buyer pursuant to this Agreement will not include the hub motor assembly lines, the battery module assembly lines, the battery pack assembly lines and Seller shall not be required to disclose to Buyer information that Seller determinesrelated or associated assets. For purposes of reporting under the rules of any applicable stock exchange, using reasonable discretion, is subject to attorney client privilege; (vi) all $78,850,000 of the rights, title and interest to all Product stored at the Seller’s dedicated facility operated pursuant Purchase Price is allocated to the Kenco Agreement and listed in Section 1.1(a)(vi) purchase of the Seller Disclosure Letter (the “Inventory”); provided, however, that Buyer may, by notice to Seller delivered within 30 Business Days Facility and $151,150,000 of the Closing Date, refuse Purchase Price is allocated to accept any or all of such Inventory and Seller shall be responsible for all disposal costs related to any such Inventory not accepted by Buyer (the “Inventory Disposal Costs”); (vii) The [...***...] more specifically identified in Section 1.1(a)(vii) purchase of the Seller Disclosure Letterremaining Transferred Assets.

Purchase and Sale of Transferred Assets. (a) At the Effective Time, upon Subject to the terms and subject to the conditions set forth in of this Agreement and the Sale Order, and in consideration of, among other things, the payment of the Purchase Price paid to Seller by BuyerPrice, at the Closing, other than the Excluded Assets, Seller will grant, sell, transfer, convey, assign and deliver (“Transfer”) transfer to BuyerPurchaser, and Buyer will purchase, acquire and accept from Selleras applicable, all of Seller’s rightsright, title and interest in, in and to and under all of the following assetsassets (collectively, rights and contracts wherever located, tangible or intangible, owned or held primarily for use in, or primarily used in connection with, the Product (such Transferred assets 1. hereinafter collectively referred to as the “Transferred Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances Liens and Liabilities, except (other than i) statutory Liens not yet delinquent or (ii) as otherwise specifically provided herein (such exceptions, collectively, “Permitted Encumbrances):Liens”) and the Assumed Liabilities: (i) as primarily related to the Product in the Territory and/or Seller’s operation of the Product Businessall tangible assets, all material permits, licenses, certificates (including, without limitation, need whether owned or leased by Seller and safety certificates), approvals, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations and similar rights issued by any Governmental or Regulatory Authority to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals set forth on Section 3.9(a) of the Seller Disclosure Letter; (ii) to the extent primarily used in connection with the Product BusinessFacility, including but not limited to, all advertisinghard assets, promotionalfurniture, selling fixtures, equipment, instruments, supplies, inventory, vehicles, artwork, leasehold improvements, phone systems, computer hardware, databases, machinery, tools (and marketing materials in written or electronic form existing as of the Closing related repair and ownedmaintenance records), controlled or otherwise and all other tangible personal property used in the possession operation of and located at the Facility owned or leased by Seller (collectively, the “Promotional MaterialsTangible Personal Property”); (ii) all rights of Seller under those executory contracts described on Schedule 1(a)(ii) (collectively, the “Transferred Contracts”), provided that the Purchaser shall have the right up until the Closing, to (a) remove executory contracts from the list of executory contracts to be assumed and assigned to Purchaser, as identified on Schedule 1(a)(ii), and (b) add additional executory contracts to the list of executory contracts to be assumed and assigned to the Purchaser, as identified on Schedule 1(a)(ii); (iii) all rights of Seller under the Amgen License Rights, the Roche/Genentech License Agreement, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarks, and Product Trade Dress lease of real property described on Schedule 1(a)(iii) (collectively, the “Product Intellectual PropertyAssumed Lease”); (iv) subject to Section 1.8all patient and prospect lists (including, without limitation, all rights inbooks, to records and under the Contracts to which Seller or an Affiliate thereof is a party other materials, in hard copy and electronic format, that are listed in the possession of any Person that performs marketing services on behalf of Seller), marketing information, computer software and software licenses, telephone and fax numbers, telephone listings, email addresses and domain names used by the Facility; (v) all transferable licenses, transferable permits and other transferable governmental approvals or authorizations which are used, or may be used, in connection with the Facility (including, without limitation, any authorizations to participate in any state or federal reimbursement program such as Medicaid or Medicare in accordance with Section 1.1(a)(iv6 below), whether issued or granted by any Governmental Authority or by any other Person, and all operating, license and certification rights with respect to the Business (except as otherwise provided in Section 6 below) of in each case to the Seller Disclosure Letter extent assignable to, or assumable by, Purchaser pursuant to applicable Law; (vi) all transferable third-party warranties and claims for warranties relating to the Facility or the Transferred Assets, together with the obligations and liabilities related thereto (collectively, the “Assumed ContractsWarranties”); (vvii) copies any know-how or intellectual property rights used or held for use in connection with the operation of the Facility and all material filesgoodwill associated with the Facility; (viii) for each Hired Employee, correspondence and subject to applicable law and the provisions hereof, all employee employment applications, W-4’s and I-9’s; (ix) all assignable or transferable goodwill relating to or arising in connection with any Governmental the ownership or Regulatory Authorityoperation of the Business and the Facility, material dataincluding, reportswithout limitation, books lists of residents and records owned or controlled by Sellersuppliers, correspondence, purchase orders, market surveys, and mailing lists; (x) all deposits, trade accounts receivable, reimbursements, Third-party Payor funds and other amounts due solely with respect to the period after the Effective Time; (xi) all agreements with then current patients and residents of the Facility as of the Effective Time (including individuals temporarily not in whatever media retained or stored occupancy) regarding admission and residency at the Facility (electronic, tangible or otherwisethe foregoing items 1(a)(v) through 1(a)(x), to the extent relating to the Product, the Product Business, the Transferred Assets or the Assumed Liabilities, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes of adverse events including any correspondence with the FDA and reports filed with the FDA, clinical studies, including all reports and study records developed during clinical studies and all documentation relating to the Product Intellectual Property, copies (to the extent received from Amgen, BI Austria, Kenco or any other Third Party) of all material (i) reports of FDA Form 483 inspection observations, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance in any material respect with any Laws or regulatory requirements (including those of the FDA), relating to the Product or the conduct of the Product Business, but excluding any such items to the extent that any applicable Law or contractual obligation to which Seller is bound prohibits their transfer so long as Seller provides Buyer with a list of such items that may not be transferred; provided, however, that notwithstanding the foregoing, prior to delivering or making the 2. Product Records available to Buyer, Seller shall be entitled to redact from the Product Records any information that does not relate to the Product Business (collectively, the “Product RecordsIntangible Personal Property”, and together with the Tangible Personal Property, the “Property”); (xii) all of Seller’s rights, claims, causes of action and avoidance claims under Chapter 5 of the Bankruptcy Code (whether or not asserted as of the Closing Date) to the extent they relate to vendors, employees, landlords, suppliers, customers and other counterparties of Seller following the Closing Date that relate to any of the Transferred Assets, or the operation of the Business at the Facility (the “Avoidance Actions”). Notwithstanding the foregoing, and for the parties expressly agree avoidance of doubt, any Avoidance Action belonging to Seller against any of Seller’s Affiliates, officers, directors, members or managers shall not constitute a Transferred Asset. (xiii) all other assets of Seller relating to or used in connection with the Business or the Facility that are not Excluded Assets. (b) Pursuant to the Sale Order, the Transferred Assets shall be sold and acknowledge conveyed to Purchaser free and clear of all Liens (other than Permitted Liens) and Liabilities (other than Assumed Liabilities), including any and all claims that Purchaser is a successor, transferee or continuation of Seller. The Term “Transferred Assets” shall not include the Product Records following (collectively, the “Excluded Assets”): (i) All cash and cash equivalents and short term investments; (ii) All accounts receivable of Seller representing amounts payable to be delivered Seller for services rendered to Residents and former residents, or items or goods sold to Residents, former residents or others, in each case prior to the Effective Time (“Accounts Receivable”) including (i) amounts due Seller on account of audits or appeals of audits, rate adjustments, reconciliations and other recoupments with any Third Party Payor or Governmental Authority; (ii) without limiting the foregoing, all claims, rights, interests and proceeds (whether received in cash, by credit to amounts otherwise due to a third party or any other proceeds) with respect to amounts overpaid by Seller to Buyer pursuant any third party with respect to this Agreement will periods prior to the Effective Time; and (iii) without limiting the foregoing, any receipts (x) relating to Seller’s cost reports or rights to settlements and retroactive adjustments on the same (whether resulting from an appeal by Seller or otherwise) with respect to time periods prior to the Effective Time, or (y) that result from Seller’s pursuit of one or more appeals pertaining to a Governmental Authority reimbursement program; (iii) All notes receivable, capital stock, rights to any security deposits and any impound, escrow or reserve deposits under the Assumed Lease, Tax refunds for tax periods prior to the Effective Time and claims under insurance policies obtained by or for the benefit of Seller; (iv) Seller’s Tax returns for periods up to and including the Effective Time and all rights of Seller to any recoveries or refunds in respect of Taxes for periods up to and including the Effective Time, whether or not include any refund of or credit for claims have been filed prior to the Effective Time; (v) all insurance policies of Seller or any of its Affiliates (including, without limitation, any officer and Seller shall not be required director insurance policies and any tail policies) and all rights of every nature and description under or arising out of such insurance policies, including the right to disclose make claims thereunder, to Buyer information that Seller determines, using reasonable discretion, is subject the proceeds thereof and to attorney client privilegeany insurance refunds relating thereto; (vi) all All claims or rights of the rights, title Seller with and interest to all Product stored at the Seller’s dedicated facility operated pursuant to the Kenco Agreement and listed in Section 1.1(a)(vi) of the Seller Disclosure Letter (the “Inventory”); provided, however, that Buyer may, by notice among any Affiliate or amounts due to Seller delivered within 30 Business Days of the Closing Date, refuse to accept any or all of such Inventory and Seller shall be responsible for all disposal costs related to any such Inventory not accepted by Buyer (the “Inventory Disposal Costs”)from Affiliates; (vii) The [...***...] more specifically identified in Section 1.1(a)(viiminute books and ownership records of Seller, all Seller organizational documents, stock registers, and such other records of Seller as they pertain to the ownership, organization, or existence of Seller and duplicate copies of such records; (viii) All assets of Seller not related to the Transferred Assets or the Facility; and (ix) All of the rights of Seller Disclosure Letterunder this Agreement and all Transaction Documents.

Purchase and Sale of Transferred Assets. (a) At the Effective Time, upon On the terms and subject to the conditions set forth in of this Agreement and in consideration of Agreement, at the Purchase Price paid to Seller by BuyerClosing, Seller will grant, shall sell, transfer, convey, assign and deliver (“Transfer”) to BuyerPurchaser, and Buyer will Purchaser shall purchase, acquire and accept from Seller, Seller all of Seller’s rightsright, title and interest in, to and under all of the following assets, rights rights, claims and contracts wherever located, tangible or intangible, owned or held primarily for use in, or primarily Contracts used in connection withor related to the Business, as the same may exist on the Closing Date, except for the Excluded Assets (collectively, the Product (such Transferred assets 1. hereinafter collectively referred to as the “"Transferred Assets”"). Without limiting the generality of the foregoing, but excluding the Excluded Assets, free and clear of all Encumbrances Transferred Assets shall include (other than Permitted Encumbrances):Excluded Assets) all right, title and interest in, to and under: (i) as primarily related to the Product in the Territory and/or Seller’s operation all fees, prepaid expenses, notes and accounts receivable, advances and other trade receivables of the Product Business, all material permits, licenses, certificates (including, without limitation, need and safety certificates), approvals, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations and similar rights issued by any Governmental or Regulatory Authority to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product Business (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals set forth on Section 3.9(a) of the Seller Disclosure Letter"Transferred Receivables"); (ii) all Contracts relating to the extent primarily used in connection with the Product Business, all advertising, promotional, selling including those Contracts and marketing materials in written or electronic form existing as arrangements set forth on Schedule 2.01(a)(ii) of the Closing Disclosure Memorandum (the "Transferred Contracts"), and owned, controlled all rights to receive and/or provide goods and services pursuant to such Transferred Contracts and to assert claims and to take other actions in respect of breaches or otherwise in the possession of Seller (collectively, the “Promotional Materials”)other violations thereof; (iii) the Amgen License Rights, the Roche/Genentech License Agreement, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarks, and Product Trade Dress (collectively, the “Product all Transferred Intellectual Property”); (iv) subject to Section 1.8all furniture, all rights infixtures, to furnishings, supplies, equipment, vehicles, tools, computers, computer printers, fax machines, other business equipment (including scaffolding) and under the Contracts to which Seller or an Affiliate thereof is a party that are listed on Section 1.1(a)(iv) other tangible personal property of the Seller Disclosure Letter Business, including all accessories and spare and replacement parts (collectively, the “Assumed Contracts”"Transferred FF&E"); (v) copies all of all material files, correspondence with any Governmental or Regulatory Authority, material data, reports, books Seller's rights and records owned or controlled by Seller, in whatever media retained or stored (electronic, tangible or otherwise), claims against third parties to the extent relating related to the Product, the Product Business, the Transferred Assets or the Assumed Liabilities, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes of adverse events including any correspondence with the FDA and reports filed with the FDA, clinical studies, including all reports and study records developed during clinical studies and all documentation relating to the Product Intellectual Property, copies ; (vi) to the extent received transferable, all Permits held by Seller that are useful, required or necessary for the lawful ownership or operation of the Business after the Closing; (vii) all warranties (express or implied), indemnities or other rights from AmgenSuppliers to the Business or otherwise related to the Business; (viii) all prepayments made for services not yet rendered or goods not yet delivered; (ix) any rights of Seller to the names "Interstate Scaffolding, BI Austria, Kenco Inc.," "Interstate Scaffolding" or any other Third Partysimilar trade name or service xxxx; (x) of all material (i) reports of FDA Form 483 inspection observationsBooks and Records, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance in any material respect with any Laws or regulatory requirements (including those of the FDA), relating to the Product or the conduct of the Product Business, but excluding any such items except to the extent included in the Excluded Assets; (xi) all goodwill related to, arising from or used in connection with the Business; (xii) any other personal property (tangible or intangible) of Seller that is not an Excluded Asset and that is used in, or arises from, the Business; and (xiii) all other assets that are reflected on the Base Balance Sheet but are not otherwise listed in this Section 2.01(a), other than the Excluded Assets and any applicable Law assets that have been sold or contractual obligation to which Seller is bound prohibits their transfer so long as Seller provides Buyer with a list otherwise disposed of such items that may in the ordinary and usual course of business not be transferred; provided, however, that notwithstanding in violation of any provision of this Agreement during the foregoing, prior to delivering or making the 2. Product Records available to Buyer, Seller shall be entitled to redact period from the Product Records any information that does date of the Base Balance Sheet through the Closing Date. (b) The Transferred Assets shall not relate constitute an interest in, to or under the Product Business following assets, rights, claims and Contracts (collectively, the “Product Records”"Excluded Assets"): (i) all cash and cash equivalents of the Business, including all right, title and interest in and to the bank accounts and funds on deposit therein listed on Schedule 2.01(b)(i) of the Disclosure Memorandum; (ii) all of Seller's interests in the inactive Cayman Islands captive insurance vehicle and any rights to receive premiums associated with such interest; (iii) all of Seller's interests in the active Vermont captive insurance vehicle, and any rights to receive premiums associated with such interest; (iv) all of Seller's Tax Returns and all refunds, rebates or similar payments of Taxes to the extent such Taxes were paid by or on behalf of Seller, other than any such refund, rebate or similar payment which relates to any Assumed Liability (which shall be deemed a Transferred Asset). Notwithstanding the foregoing; (v) all of Seller's employee benefits plans, the parties expressly agree programs, policies and acknowledge that the Product Records to be delivered by Seller to Buyer pursuant to this Agreement will not include and Seller shall not be required to disclose to Buyer information that Seller determines, using reasonable discretion, is subject to attorney client privilegearrangements; (vi) all of the rightsSeller's minute books, title incorporation documents and interest to all Product stored at the Seller’s dedicated facility operated pursuant to the Kenco Agreement stock transfer and listed in Section 1.1(a)(vi) of the Seller Disclosure Letter (the “Inventory”); provided, however, that Buyer may, by notice to Seller delivered within 30 Business Days of the Closing Date, refuse to accept any Tax records or all of such Inventory and Seller shall be responsible for all disposal costs related to any such Inventory not accepted by Buyer (the “Inventory Disposal Costs”)similar corporate records; (vii) The [...***...] more specifically identified all of Seller's rights under this Agreement and the Related Agreements; (viii) all of Seller's interests in Section 1.1(a)(viicertain automobiles set forth on Schedule 2.01(b)(viii) of the Disclosure Memorandum; (ix) the three laptop computers set forth on Schedule 2.01(b)(ix) of the Disclosure Memorandum; (x) all of Seller's interests in any claims or counterclaims made by Seller Disclosure Letterin the Proceedings described in Section 7.01(c); (xi) all of Seller's interests in the real property located at 000 Xxxx Xxxxxxx Xxxxxxxxx in Gardena, California; (xii) all of Seller's interests in any Receivables owed to the Company by Seller's Affiliates (including those Affiliates named in Section 3.28); and (xiii) all assets that are reflected on the Base Balance Sheet that have been sold or otherwise disposed of in the ordinary and usual course of business not in violation of any provisions of this Agreement during the period from the date of the Base Balance Sheet through the Closing Date.

Purchase and Sale of Transferred Assets. (a) At the Effective Time, upon Upon the terms and subject to the conditions set forth in of this Agreement and in consideration of Agreement, at the Purchase Price paid Closing, Parent shall cause the NYSE Companies to Seller by Buyersell, Seller will grant, sellassign, transfer, conveyconvey and deliver, assign or cause to be sold, assigned, transferred, conveyed and deliver (“Transfer”) delivered, to BuyerNASD, and Buyer will purchase, acquire and accept NASD shall purchase from Seller, all of Seller’s rights, title and interest in, to and under all of the following assets, rights and contracts wherever located, tangible or intangible, owned or held primarily for use in, or primarily used in connection withNYSE Companies, the Product assets and properties that are listed on Schedule 2.01(a) (such Transferred assets 1. hereinafter collectively referred to as collectively, the “Transferred Assets”). (b) Notwithstanding any contrary provision of this Agreement (other than as specifically provided in Section 5.10), but excluding the Transferred Assets shall exclude the following (the “Specified Excluded Assets”) and all other assets, properties and goodwill of any NYSE Company not listed on Schedule 2.01(a) (such other assets, properties and goodwill, together with the Specified Excluded Assets, free and clear of all Encumbrances (other than Permitted Encumbrancesthe “Excluded Assets”): (i) as primarily related to the Product in the Territory and/or Seller’s operation of the Product Business, all material permits, licenses, certificates (including, without limitation, need and safety certificates), approvals, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations and similar rights issued by any Governmental or Regulatory Authority to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals set forth on Section 3.9(a) of the Seller Disclosure LetterTransfer Price Bank Account; (ii) to the extent primarily used in connection with the Product Business, all advertising, promotional, selling and marketing materials in written or electronic form existing as rights of the Closing NYSE Companies under this Agreement and owned, controlled or otherwise in the possession of Seller (collectively, the “Promotional Materials”)Ancillary Agreements; (iii) the Amgen License RightsDelegation Agreement among NYSE LLC, the Roche/Genentech License AgreementNYSE Market, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarks, Inc. and Product Trade Dress NYSE Regulation (collectively, the “Product Intellectual PropertyDelegation Agreement”)) and the authority delegated thereunder by NYSE LLC to NYSE Regulation to fulfill the duties, responsibilities and obligations of NYSE LLC under the NYSE LLC’s registration as a self-regulatory organization under the Exchange Act; (iv) subject to Section 1.8, all rights in, to Tax Returns of NYSE Regulation or any of its Affiliates (and under the Contracts to which Seller or an Affiliate thereof is a party that are listed on Section 1.1(a)(iv) of the Seller Disclosure Letter (collectively, the “Assumed Contracts”related workpapers); (v) copies of all material filesunpaid accounts, correspondence with any Governmental or Regulatory Authority, material data, reports, books and records owned or controlled by Seller, in whatever media retained or stored (electronic, tangible or otherwise), to the extent relating to the Product, the Product Business, the Transferred Assets or the Assumed Liabilities, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records notes and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes receivables in favor of adverse events including any correspondence with the FDA and reports filed with the FDA, clinical studies, including all reports and study records developed during clinical studies and all documentation relating to the Product Intellectual Property, copies (to the extent received from Amgen, BI Austria, Kenco NYSE Regulation or any other Third Party) of all material (i) reports of FDA Form 483 inspection observations, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance in any material its Affiliates with respect with any Laws or regulatory requirements (including those of the FDA), relating to the Product or the conduct of the Product Business, but excluding any such items to the extent that any applicable Law or contractual obligation to which Seller is bound prohibits their transfer so long as Seller provides Buyer with a list of such items that may not be transferred; provided, however, that notwithstanding the foregoing, Transferred Operations prior to delivering or making the 2. Product Records available to BuyerClosing, Seller shall be entitled to redact from the Product Records any information that does not relate to the Product Business (collectively, the “Product Records”). Notwithstanding the foregoing, the parties expressly agree and acknowledge that the Product Records to be delivered by Seller to Buyer pursuant to this Agreement will not include and Seller shall not be required to disclose to Buyer information that Seller determines, using reasonable discretion, is subject to attorney client privilegetogether with all collateral security therefor; (vi) all rights of the rightsany NYSE Company to any refunds, title deposits, rights of setoff, and interest to all Product stored at the Seller’s dedicated facility operated pursuant rights of recoupment accruing or otherwise arising prior to the Kenco Agreement and listed in Section 1.1(a)(vi) of the Seller Disclosure Letter (the “Inventory”); provided, however, that Buyer may, by notice to Seller delivered within 30 Business Days of the Closing Date, refuse to accept any or all of such Inventory and Seller shall be responsible for all disposal costs related to any such Inventory not accepted by Buyer (the “Inventory Disposal Costs”)Closing; (vii) The [...***...] more specifically identified all prepaid expenses (including prepaid rent for the Leased Real Property) related to the Transferred Operations, except for those prepaid expenses set forth on Schedule 2.01(a); (viii) the goodwill of any NYSE Company relating to the Transferred Operations; (ix) assets not primarily used in Section 1.1(a)(viithe Transferred Operations; (x) all refunds or credits of Excluded Taxes; (xi) all other assets listed in Schedule 2.01(b); (xii) any and all rights, claims or interests, of whatsoever kind, as Intellectual Property or otherwise, in or to the Seller Disclosure Letterterms “NYSE”, “NYSE Regulation” and any variations or derivatives thereof, whether alone or in combination with any other words, designs or trade dress; and (xiii) any and all records relating to personnel who are not Transferred Employees.

Purchase and Sale of Transferred Assets. (a) At the Effective Time, upon On the terms and subject to the conditions set forth in of this Agreement and in consideration of subject to Section 2.1(b), the Purchase Price paid to Seller by BuyerCompany shall, Seller will grantat the Closing, sell, assign, transfer, convey, assign convey and deliver (“Transfer”) to the Buyer, or cause to be sold, assigned, transferred, conveyed and delivered to the Buyer, and the Buyer will purchaseshall purchase from the Company and its Subsidiaries, acquire and accept from Sellerat the Closing, all of Sellerthe Company’s rightsand its Subsidiaries’ right, title and interest in, to and under all of the following properties, assets, rights and contracts claims, wherever located, whether tangible or intangible, owned personal or held primarily for use inmixed (collectively, or primarily used in connection with, the Product (such Transferred assets 1. hereinafter collectively referred to as the “Transferred Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances (other than Permitted Encumbrances): (i) as primarily related to the Product in the Territory and/or Seller’s operation of the Product Businessall FS Business IP, all material permits, licenses, certificates (including, without limitation, need and safety certificates), approvals, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations and similar rights issued by any Governmental or Regulatory Authority to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals set forth FS Business IP listed on Section 3.9(a) of Schedule 2.1(a)(i), and tangible embodiments thereof, including, without limitation, the Seller Disclosure LetterProducts, other than the Intellectual Property listed on Schedule 2.1(b); (ii) to the extent primarily used in connection with the Product Business, all advertising, promotional, selling and marketing materials in written or electronic form existing as of the Closing and owned, controlled or otherwise in the possession of Seller (collectively, the “Promotional Materials”)Assigned Contracts; (iii) the Amgen License Rights, the Roche/Genentech License Agreement, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarks, and Product Trade Dress (collectively, the “Product Intellectual Property”); (iv) subject to Section 1.8, all rights in, to and under the Contracts to which Seller or an Affiliate thereof is a party that are listed on Section 1.1(a)(iv) of the Seller Disclosure Letter (collectively, the “Assumed Contracts”); (v) copies of all material files, correspondence with any Governmental or Regulatory Authority, material data, reports, books and records owned or controlled by Seller, in whatever media retained or stored (electronic, tangible or otherwise), to the extent relating to the ProductTransferred Assets or the Assumed Liabilities at the Closing Date, originals or true copies of all Tax records, correspondence and other documents, records and files, including user manuals, and any rights thereto owned, employed or used by the Company and its Subsidiaries other than organization documents, minute and stock record books and the corporate seal of the Company and its Subsidiaries (the “Records”); provided, that, in the case of any Records which relate to both the Transferred Assets or the Assumed Liabilities on the one hand, and the Government R&D Contracts Business and the Patents and Technology Licensing Business or any other assets or liabilities of the Company or any of its Subsidiaries, on the other, the Product BusinessCompany shall have the right to redact any portions of the same to the extent that they relate solely to the Government R&D Contracts Business and the Patents and Technology Licensing Business or such other assets or liabilities; (iv) all records relating to Transferred Employees, excluding any such records the transfer of which is prohibited by applicable Law; (v) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind (including rights to insurance proceeds and rights under and pursuant to all express and implied warranties, representations and guarantees made by suppliers of Products, materials or equipment, or components thereof), pertaining to, arising out of, and inuring to the benefit of the Company and its Subsidiaries to the extent relating to the Transferred Assets or the Assumed Liabilities, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes of adverse events including any correspondence with the FDA and reports filed with the FDA, clinical studies, including all reports and study records developed during clinical studies and all documentation relating to the Product Intellectual Property, copies (to the extent received from Amgen, BI Austria, Kenco or any other Third Party) of all material (i) reports of FDA Form 483 inspection observations, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance in any material respect with any Laws or regulatory requirements (including those of the FDA), relating to the Product or the conduct of the Product Business, but excluding any such items to the extent that any applicable Law or contractual obligation to which Seller is bound prohibits their transfer so long as Seller provides Buyer with a list of such items that may not be transferred; provided, however, that notwithstanding the foregoing, prior to delivering or making the 2. Product Records available to Buyer, Seller shall be entitled to redact from the Product Records any information that does not relate to the Product Business (collectively, the “Product Records”). Notwithstanding the foregoing, the parties expressly agree and acknowledge that the Product Records to be delivered by Seller to Buyer pursuant to this Agreement will not include and Seller shall not be required to disclose to Buyer information that Seller determines, using reasonable discretion, is subject to attorney client privilege; (vi) all each item or distinct group of the rightsfurniture, title fixtures, equipment, machinery, computers, servers, communications and interest to all Product stored at the Seller’s dedicated facility operated pursuant to the Kenco Agreement networking equipment and listed in Section 1.1(a)(viother tangible personal property set forth on Schedule 2.1(a)(vi) of the Seller Disclosure Letter (the “Inventory”); provided, however, that Buyer may, by notice to Seller delivered within 30 Business Days of the Closing Date, refuse to accept any or all of such Inventory and Seller shall be responsible for all disposal costs related to any such Inventory not accepted by Buyer (the “Inventory Disposal CostsTangible Personal Property”); (vii) all sales and promotional literature, graphics and other sales-related materials, and all lists of customers, suppliers, vendors, distributors and prospects, relating to or used in the FS Business; (viii) all web-site pages relating to the FS Business; (ix) all Licenses and Permits, subject to Section 2.4; and (x) all insurance proceeds received by the Company or any of its Subsidiaries in respect of any Transferred Assets as a result of any damage or claim occurring between the date of this Agreement and the Closing Date and any rights, claims or causes of action existing or arising in respect of the Transferred Assets as of the Closing Date under the Company’s insurance policies. (b) The [...***...] more specifically identified Transferred Assets shall exclude, and the Company and its Subsidiaries shall retain, all of the Company’s and its Subsidiaries’ right, title and interest in, to and under all other properties, assets, rights and claims of every kind and nature (the “Excluded Assets”), including the following properties, assets, rights and claims: (i) all cash, cash equivalents and bank accounts owned by the Company and its Subsidiaries as of the Closing; (ii) all Tax refunds, Tax losses, Tax carryforwards, Tax credits and Tax benefits or claims of the Company and its Subsidiaries; (iii) the minute books for the board of directors, committees or stockholders’ meetings, incorporation documents, Taxpayer identification numbers, stock transfers and Tax or similar or related corporate records of the Company and its Subsidiaries, and shares of capital stock or other equity interests in the Subsidiaries of the Company and other business entities owned by the Company; (iv) any rights, claims and credits, including all guarantees, warranties, indemnities and similar rights, in favor of the Company or any of its Subsidiaries, to the extent relating to any Excluded Assets or any Excluded Liabilities; (v) all Contracts that are not Assigned Contracts (including all Customer/Distributor Contracts and all leases of real property) (the “Excluded Contracts”); (vi) all real property owned or leased by the Company; (vii) all books, records, files, documents, data, information and correspondence of the Company, other than the Records, to the extent not otherwise included in the Transferred Assets; (viii) all sales and promotional literature, graphics and other sales-related materials, and all lists of customers, suppliers, vendors, distributors and prospects, relating to or used in the Government R&D Contracts Business and the Patents and Technology Licensing Business; (ix) subject to Section 1.1(a)(vii6.11 and other than any rights included in the Transferred Assets, any insurance policies of the Company and its Subsidiaries or rights thereunder or proceeds thereof; (x) any Company Plan qualified under Section 401(a) of the Seller Disclosure LetterCode (or related trust), or any assets thereof; (xi) all inventory, merchandise, finished goods, work-in-progress, raw materials, packaging, supplies and other personal property maintained, held or stored by or for the Company, and any prepaid deposits for any of the same; (xii) all accounts receivable, whether billed or unbilled, notes and other amounts receivable from third parties, including, without limitation, customers and employees, and all prepaid expenses and deposits and other current assets related to the FS Business, together with any unpaid financing charges accrued thereon; (xiii) the FS Business as a going concern; (xiv) the goodwill of the Company and its Subsidiaries relating to the FS Business; (xv) all rights of the Company under this Agreement and the Related Agreements; (xvi) to the extent not otherwise included in the Transferred Assets, all assets used in the Government R&D Contracts Business and the Patents and Technology Licensing Business; (xvii) to the extent not otherwise included in the Transferred Assets, all web-sites relating to the Government R&D Contracts Business and the Patents and Technology Licensing Business; and (xviii) all assets set forth on Schedule 2.1(b). (c) Notwithstanding anything to the contrary contained in this Agreement, the Company may retain, at its expense, one archival copy of (i) all Records and other documents and materials conveyed hereunder solely for use in connection with Tax Proceedings, preparing Tax Returns, preparing financial statements for periods ending after the Closing Date or otherwise necessary for the Company to fulfill its obligations under Customer/Distributor Contracts; and (ii) all Assigned Contracts; provided, however, that the Company shall maintain such items in accordance with the provisions of this Agreement and the Confidentiality Agreement.

Purchase and Sale of Transferred Assets. (a) At On the Effective Time, upon Closing Date and on the terms and subject to the conditions set forth contained in this Agreement and in consideration of the Purchase Price paid to Seller by BuyerAgreement, Seller will grant, shall sell, transfer, convey, assign assign, and deliver (“Transfer”) to BuyerPurchaser, and Buyer will purchase, acquire and accept Purchaser shall purchase from Seller, all of Seller’s rights, title and interest in, to and under all of the following assets, rights and contracts wherever located, tangible or intangible, owned or held primarily for use in, or primarily used in connection with, the Product (such Transferred assets 1. hereinafter collectively referred to as the “Transferred Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances Liens, except for Permitted Liens, all rights, title and interest in and to the following assets, in each case excluding the Excluded Assets set forth in Section 2.2 (collectively, the “Transferred Assets”): (a) the vessels listed on Annex II (collectively, the “Vessels”) and any third-party warranties relating thereto; (b) all equipment, machinery, tools, supplies, spare parts and other than Permitted Encumbrances):items of personal property that are owned by Seller (including after giving effect to Section 7.15) and located on board the Vessels, and third-party warranties relating thereto; (c) all equipment, machinery, tools, spare parts and other items of personal property that are owned by Seller (including after giving effect to Section 7.15) and are specifically identified or associated with the Vessels and third-party warranties relating thereto (a list of such equipment, machinery, tools and spare parts as of the most practicable date prior to the date hereof is set forth on Schedule 2.1(c)); (d) the Purchase Orders (exclusive of but subject to the rights of the Counter-Parties thereto); (e) the Leases (exclusive of but subject to the rights of the Counter-Party thereto) and all related possessory rights of the Seller Parties in the New York Real Property; (f) subject to Section 4.2(b), all other Assumed Contracts (exclusive of but subject to the rights of the Counter-Parties thereto); (g) all inventories of fuel on the Vessels as determined pursuant to Section 3.3(a) (the “Vessel Fuel Inventories”); (h) subject to Section 4.2(b), the Time Charters (exclusive of but subject to the rights of the Counter-Parties thereto); (i) as primarily related to the Product in the Territory and/or Seller’s operation of the Product Business, all material permits, licenses, certificates (includingcertificates, without limitationauthorizations, need and safety certificates)consents, approvals, applications, registrations, authorizations, Product Registrations, filings, exemptions, varianceswaivers, authorizations notices of intent and similar rights orders obtained from or issued by any Governmental Authority or Regulatory Authority Classification Society that relate to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale ownership or operation of the Product Vessels or any of the other Transferred Assets (the collectively, “Product Regulatory ApprovalsPermits”) including, without limitation, in each case to the Product Regulatory Approvals set forth on Section 3.9(a) of the Seller Disclosure Letterextent transferable to and assumed by Purchaser; (iij) all Assumed Liabilities Defense Claims; and (k) to the extent primarily used in connection with the Product Business, all advertising, promotional, selling and marketing materials in written or electronic form existing as of the Closing and owned, controlled or otherwise in the possession of Seller or readily available and except for the Excluded Assets set forth in Section 2.2(g) and Section 2.2(h), all drawings, specifications, manuals, quality control records and procedures, blueprints, service and warranty records, equipment logs, vessel logs, vessel survey reports, records of hull and machinery insurance claims except for those set forth on Schedule 2.1(k) (collectively, the “Promotional MaterialsOpen Insurance Claims”); (iii) the Amgen License Rights, the Roche/Genentech License Agreementappraisals, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarks, vessel repairs and Product Trade Dress (collectively, the “Product Intellectual Property”); (iv) subject to Section 1.8, all rights in, to and under the Contracts to which Seller or an Affiliate thereof is a party that are listed on Section 1.1(a)(iv) of the Seller Disclosure Letter (collectively, the “Assumed Contracts”); (v) copies of all material files, correspondence with any Governmental or Regulatory Authority, material data, drydocking reports, books operating guides and manuals, records related to personal property and records owned related to ad valorem Taxes or controlled by Sellersales or use Taxes, in whatever media retained or stored (electronic, tangible or otherwise), each case to the extent related or applicable to the Transferred Assets, records related to New York Real Property and all records relating to the Product, the Product Business, the Transferred Assets or the Assumed Liabilities, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes of adverse events including any correspondence with the FDA and reports filed with the FDA, clinical studies, including all reports and study records developed during clinical studies and all documentation relating to the Product Intellectual Property, copies (to the extent received from Amgen, BI Austria, Kenco or any other Third Party) of all material (i) reports of FDA Form 483 inspection observations, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance in any material respect with any Laws or regulatory requirements (including those of the FDA), relating to the Product or the conduct of the Product Business, but excluding any such items to the extent that any applicable Law or contractual obligation to which Seller is bound prohibits their transfer so long as Seller provides Buyer with a list of such items that may not be transferredContracts; provided, however, that notwithstanding the foregoing, prior to delivering or making the 2. Product Records available to Buyer, Seller shall be entitled retain a right of reasonable access (with advance notice and during normal business hours) to redact from and right to copy all such materials to the Product Records any information that does not extent such materials relate to any rights or liabilities retained by Seller after the Product Business (collectivelyClosing Date, and such access is reasonably required by Seller with respect to such rights and liabilities, and for the avoidance of doubt the same shall not include any rights referred to in Section 2.2(g) and provided further, that as Open Insurance Claims become closed, the “Product Records”). Notwithstanding records associated therewith shall become part of the foregoing, the parties expressly agree Transferred Assets and acknowledge that the Product Records to shall be promptly delivered by Seller to Buyer pursuant to this Agreement will not include and Seller shall not be required to disclose to Buyer information that Seller determines, using reasonable discretion, is subject to attorney client privilege; (vi) all of the rights, title and interest to all Product stored at the Seller’s dedicated facility operated pursuant to the Kenco Agreement and listed in Section 1.1(a)(vi) of the Seller Disclosure Letter (the “Inventory”); provided, however, that Buyer may, by notice to Seller delivered within 30 Business Days of the Closing Date, refuse to accept any or all of such Inventory and Seller shall be responsible for all disposal costs related to any such Inventory not accepted by Buyer (the “Inventory Disposal Costs”); (vii) The [...***...] more specifically identified in Section 1.1(a)(vii) of the Seller Disclosure LetterPurchaser.

Purchase and Sale of Transferred Assets. (a) At the Effective Time, upon Upon the terms and subject to the conditions set forth of this Agreement, on the closing of the transactions provided for in this Agreement and in consideration of (the Purchase Price paid to Seller by Buyer“Closing”), Seller will grant, shall sell, transfer, convey, assign and deliver (“Transfer”) to BuyerPurchaser, and Buyer will Purchaser shall purchase, acquire and accept from Seller, all of Seller’s rightsright, title and interest in, to and under all of the following classes, types or categories of assets, rights and contracts wherever locatedclaims, tangible or intangibleas the same may exist as of the date on which the Closing occurs (the “Closing Date”), owned or held primarily for use inexcept to the extent such assets, or primarily used in connection withrights and claims are specifically listed herein as Excluded Assets (collectively, the Product (such Transferred assets 1. hereinafter collectively referred to as the “Transferred Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances (other than Permitted Encumbrances):; (i) as primarily related to all goodwill and going concern value of the Product Business including without limitation all accounts and notes receivable properly accrued in the Territory and/or Seller’s operation of Business after the Product Business, all material permits, licenses, certificates (including, without limitation, need and safety certificates), approvals, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations and similar rights issued by any Governmental or Regulatory Authority to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals set forth on Section 3.9(a) of the Seller Disclosure LetterClosing Date; (ii) subject to the extent primarily used in connection with the Product Businessreceipt of any Required Consents, all advertisingagreements, promotionalcontracts, selling purchase and marketing materials in sale orders, arrangements, commitments and licenses, whether written or electronic form existing as of oral, that set forth the Closing and ownedterms or conditions of, controlled or otherwise in the possession of Seller (collectivelyrelate to, the “Promotional Materials”); In-Process Engagements (iiias defined below) the Amgen License Rights, the Roche/Genentech License Agreement, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarks, and Product Trade Dress (collectively, the “Product Intellectual Property”); (iv) subject to Section 1.8, all rights in, to and under the Contracts to which Seller or an Affiliate thereof is a party that are listed on Section 1.1(a)(iv) of the Seller Disclosure Letter (collectively, the “Assumed In-Process Contracts”); (v) copies of and all material filesother agreements, correspondence with any Governmental contracts, purchase and sale orders, arrangements, commitments and licenses, whether written or Regulatory Authority, material data, reports, books and records owned or controlled by Seller, in whatever media retained or stored (electronic, tangible or otherwise)oral, to the extent relating that they are related to the Product, ownership or operation of the Product Business, or to the extent the Transferred Assets are subject thereto, except to the extent included in the Excluded Assets or related to the Assumed Liabilities, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes Excluded Liabilities (the “Other Contracts” which for purposes of adverse events including any correspondence with this definition shall not include the FDA and reports filed with the FDA, clinical studiesIn-Process Contracts), including all reports rights to assert claims and study records developed during clinical studies take other actions in respect of breaches or other violations of such In-Process Contracts and all documentation relating to the Product Intellectual PropertyOther Contracts, copies (to the extent received from Amgen, BI Austria, Kenco or any other Third Party) of all material (i) reports of FDA Form 483 inspection observations, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance in any material respect with any Laws or regulatory requirements (including those of the FDA), relating to the Product or the conduct of the Product Business, but excluding any such items except to the extent that any applicable Law the In-Process Contracts and Other Contracts are specifically listed herein as Excluded Assets or contractual obligation to which Seller is bound prohibits their transfer so long as Seller provides Buyer with a list of such items that may not be transferred; provided, however, that notwithstanding the foregoing, prior to delivering or making the 2. Product Records available to Buyer, Seller shall be entitled to redact from the Product Records any information that does not relate to the Product Business (collectively, the “Product Records”). Notwithstanding the foregoing, the parties expressly agree and acknowledge that the Product Records to be delivered by Seller to Buyer pursuant to this Agreement will not include and Seller shall not be required to disclose to Buyer information that Seller determines, using reasonable discretion, is subject to attorney client privilegeExcluded Liabilities; (vi) all of the rights, title and interest to all Product stored at the Seller’s dedicated facility operated pursuant to the Kenco Agreement and listed in Section 1.1(a)(vi) of the Seller Disclosure Letter (the “Inventory”); provided, however, that Buyer may, by notice to Seller delivered within 30 Business Days of the Closing Date, refuse to accept any or all of such Inventory and Seller shall be responsible for all disposal costs related to any such Inventory not accepted by Buyer (the “Inventory Disposal Costs”); (vii) The [...***...] more specifically identified in Section 1.1(a)(vii) of the Seller Disclosure Letter.

Purchase and Sale of Transferred Assets. (a) At the Effective Time, upon Subject to the terms and subject to the conditions set forth in of this Agreement and in consideration of the Purchase Price paid to Seller by BuyerAgreement, Seller will grant, shall sell, transfer, convey, convey and assign and deliver (“Transfer”) to BuyerPurchaser, and Buyer will Purchaser shall purchase, acquire and accept from Seller, all of Seller’s rightsright, title and interest in, of Seller in and to and under the assets described in the following clauses (a) through (e) (all of the following assets, rights and contracts wherever located, tangible or intangible, owned or held primarily for use in, or primarily used in connection with, the Product (such Transferred assets 1. which are hereinafter collectively referred to as the “Transferred Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances (other than Permitted Encumbrances): (a) those two (2) parcels of real estate located at the addresses listed on Schedule 1.1(a)-1 attached hereto and legally described on Schedule 1.1(a)-2 hereto, together with (i) as primarily related all easements, covenants, agreements, rights, privileges, tenements, hereditaments and appurtenances belonging or appertaining thereto, (ii) all oil, gas and mineral rights relating to the Product real estate, and any rights to use and appropriate water from or relating to the real estate, and (iii) any land lying in the Territory and/or Seller’s operation bed of any street, alley, road or avenue (whether open, closed or proposed) within, in front of, behind or otherwise adjoining any such parcel of real estate or any portion of it (individually, an “Owned Property” and collectively, the Product Business“Owned Properties”); (b) those fifty-two (52) lease agreements, together with all material permitsmodifications and amendments thereto and assignments thereof, licensesidentified on Schedule 1.1(b)-1 attached hereto, certificates together with all easements, covenants, agreements, rights, privileges, tenements, hereditaments and appurtenances belonging or appertaining thereto (collectively, the “Leases”), pursuant to which Seller leases certain real properties identified on Schedule 1.1(b)-2 attached hereto (individually, a “Leased Property” and collectively, the “Leased Properties”); (c) the buildings, structures, fixtures, facilities, installations and other improvements now or hereafter in, on, or under the Owned Properties and the Leased Properties, including, without limitation, any plumbing, air conditioning, heating, ventilating, mechanical, electrical, sprinklers and other utility systems, vertical transportation systems, loading docks, parking lots and facilities, landscaping, roadways, sidewalks, signs, security devices and fixtures that are attached to the Owned Properties or Leased Properties (collectively, the “Improvements”); (d) (i) all existing surveys, blueprints, drawings, plans and specifications (including, without limitation, need structural, HVAC, mechanical, electrical, vertical transportation and safety certificates), approvals, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations plumbing plans and similar rights issued by any Governmental or Regulatory Authority specifications) relating to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product Properties (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals set forth on Section 3.9(a) of the Seller Disclosure Letter; (iias hereinafter defined) to the extent primarily used in Seller’s possession or control; (ii) all currently effective use, occupancy, building and operating permits, licenses and approvals relating to the Properties, to the extent assignable or transferable; and (iii) all currently effective guarantees and warranties issued to Seller in connection with the Product Businesspurchase, all advertisingconstruction, promotionalalteration, selling and marketing materials in written installation or electronic form existing as repair of any portion of the Closing and ownedProperties, controlled to the extent assignable or otherwise in the possession of Seller transferable (collectively, the “Promotional MaterialsIntangible Personal Property”);; and (iiie) all racks, shelves, brackets, displays and other merchandise trade fixtures located in the Amgen License Rights, Properties as of the Roche/Genentech License Agreement, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarks, and Product Trade Dress Effective Date (collectively, the “Product Intellectual Merchandise Trade Fixtures,” and, together with the Intangible Personal Property, the “Personal Property”); (iv) subject . For purposes of this Agreement, each Owned Property and Leased Property, together with related Improvements, is referred to Section 1.8, all rights in, to individually as a “Property,” and under the Contracts to which Seller or an Affiliate thereof is a party that are listed on Section 1.1(a)(iv) of the Seller Disclosure Letter (collectively, collectively as the “Assumed ContractsProperties.”); (v) copies of all material files, correspondence with any Governmental or Regulatory Authority, material data, reports, books and records owned or controlled by Seller, in whatever media retained or stored (electronic, tangible or otherwise), to the extent relating to the Product, the Product Business, the Transferred Assets or the Assumed Liabilities, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes of adverse events including any correspondence with the FDA and reports filed with the FDA, clinical studies, including all reports and study records developed during clinical studies and all documentation relating to the Product Intellectual Property, copies (to the extent received from Amgen, BI Austria, Kenco or any other Third Party) of all material (i) reports of FDA Form 483 inspection observations, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance in any material respect with any Laws or regulatory requirements (including those of the FDA), relating to the Product or the conduct of the Product Business, but excluding any such items to the extent that any applicable Law or contractual obligation to which Seller is bound prohibits their transfer so long as Seller provides Buyer with a list of such items that may not be transferred; provided, however, that notwithstanding the foregoing, prior to delivering or making the 2. Product Records available to Buyer, Seller shall be entitled to redact from the Product Records any information that does not relate to the Product Business (collectively, the “Product Records”). Notwithstanding the foregoing, the parties expressly agree and acknowledge that the Product Records to be delivered by Seller to Buyer pursuant to this Agreement will not include and Seller shall not be required to disclose to Buyer information that Seller determines, using reasonable discretion, is subject to attorney client privilege; (vi) all of the rights, title and interest to all Product stored at the Seller’s dedicated facility operated pursuant to the Kenco Agreement and listed in Section 1.1(a)(vi) of the Seller Disclosure Letter (the “Inventory”); provided, however, that Buyer may, by notice to Seller delivered within 30 Business Days of the Closing Date, refuse to accept any or all of such Inventory and Seller shall be responsible for all disposal costs related to any such Inventory not accepted by Buyer (the “Inventory Disposal Costs”); (vii) The [...***...] more specifically identified in Section 1.1(a)(vii) of the Seller Disclosure Letter.

Purchase and Sale of Transferred Assets. (a) At the Effective Time, upon On the terms and subject to the conditions set forth in this Agreement and in consideration of herein, at the Purchase Price paid to Closing Seller by Buyer, Seller will grant, shall sell, transfer, convey, assign and deliver (“Transfer”) to Buyerdeliver, and Buyer will purchase, acquire shall purchase and accept from Selleraccept, all of Seller’s rightsright, title and interest in, in and to and under all of the following assets, rights rights, privileges, claims, contracts and contracts properties (as further set forth in this Section 2.1 and the Schedules attached hereto) as such exist as of the Closing, other than the Excluded Assets (collectively, the “Transferred Assets”), free and clear of all Liens, except for Permitted Liens, to the maximum extent permitted by Section 363(f) of the Bankruptcy Code: (a) the Plants; (b) wherever located, (i) all equipment (including turbines, generators, transformers, tractors, trailers, vehicles and communications equipment), inventory, machinery, goods, supplies, furniture, fixtures, keys, furnishings, tools, spare parts and other tangible or intangible, owned or held primarily for use in, or primarily personal property (including computer hardware) used in or relating to the operation of the Plants or the conduct of the Business and (ii) all Warranties existing for the benefit of Seller or its Affiliates in connection withwith the foregoing; (c) all Intellectual Property; (d) wherever located, all data, plans and records relating to the Plants or the conduct of the Business in Seller’s possession, including operation, generation and hydrological records and service and repair records used in or relating to the Plants or the conduct of the Business, and operating documents, specifications, and diagrams in Seller’s possession relating to the ownership, construction, operation, and maintenance of the Plants; (e) each of the Assigned Contracts; (f) all real property leases set forth on Schedule 2.1(f) (it being understood that, on the second Business Day prior to Closing, Seller shall provide Buyer with an updated version of Schedule 2.1(f) reflecting the real property leases relating to the Business that were entered into by Seller on or after the date of this Agreement not in violation of Section 9.3 of this Agreement) (the “Leases,” and the real estate thereunder, the Product “Leased Real Estate”); (g) the FERC Licenses and, to the extent assignable, all Permits; (h) all real property interests owned by Seller relating to the Plants, including real property interests described in the title insurance commitments set forth on Schedule 2.1(h) (the “Title Commitments”), together with all improvements, structures and fixtures thereon, and all easements, privileges, rights-of-way, riparian and other water rights, lands underlying any adjacent streets or roads, appurtenances, licenses, and other rights pertaining to or accruing to the benefit of such Transferred assets 1. property (hereinafter collectively referred to as the “Transferred Owned Real Estate” and, together with the Leased Real Estate, the “Real Estate Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances (other than Permitted Encumbrances): it being understood that neither Owned Real Estate nor Real Estate Assets includes (i) as primarily related to the Product in the Territory and/or Seller’s operation of the Product Business, all material permits, licenses, certificates (including, without limitation, need and safety certificates), approvals, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations and similar rights issued by any Governmental or Regulatory Authority to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals set forth on Section 3.9(a) of the Seller Disclosure Letter; (ii) to the extent primarily used in connection with the Product Business, all advertising, promotional, selling and marketing materials in written or electronic form existing as of the Closing and owned, controlled or otherwise in the possession of Seller (collectively, the “Promotional Materials”); (iii) the Amgen License Rights, the RocheBear Swamp/Genentech License Agreement, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarks, and Product Trade Dress (collectively, the “Product Intellectual Property”); (iv) subject to Section 1.8, all rights in, to and under the Contracts to which Seller or an Affiliate thereof is a party that are listed on Section 1.1(a)(iv) of the Seller Disclosure Letter (collectively, the “Assumed Contracts”); (v) copies of all material files, correspondence with any Governmental or Regulatory Authority, material data, reports, books and records owned or controlled by Seller, in whatever media retained or stored (electronic, tangible or otherwise), to the extent relating to the Product, the Product Business, the Transferred Assets or the Assumed Liabilities, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes of adverse events including any correspondence with the FDA and reports filed with the FDA, clinical studies, including all reports and study records developed during clinical studies and all documentation relating to the Product Intellectual Property, copies (to the extent received from Amgen, BI Austria, Kenco or any other Third Party) of all material (i) reports of FDA Form 483 inspection observations, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance in any material respect with any Laws or regulatory requirements (including those of the FDA), relating to the Product or the conduct of the Product Business, but excluding any such items to the extent that any applicable Law or contractual obligation to which Seller is bound prohibits their transfer so long as Seller provides Buyer with a list of such items that may not be transferred; provided, however, that notwithstanding the foregoing, prior to delivering or making the 2. Product Records available to Buyer, Seller shall be entitled to redact from the Product Records any information that does not relate to the Product Business (collectively, the “Product Records”). Notwithstanding the foregoing, the parties expressly agree and acknowledge that the Product Records to be delivered by Seller to Buyer pursuant to this Agreement will not include and Seller shall not be required to disclose to Buyer information that Seller determines, using reasonable discretion, is subject to attorney client privilege; (vi) all of the rights, title and interest to all Product stored at the Seller’s dedicated facility operated pursuant to the Kenco Agreement and listed in Section 1.1(a)(vi) of the Seller Disclosure Letter (the “Inventory”); provided, however, that Buyer may, by notice to Seller delivered within 30 Business Days of the Closing Date, refuse to accept any or all of such Inventory and Seller shall be responsible for all disposal costs related to any such Inventory not accepted by Buyer (the “Inventory Disposal Costs”); (vii) The [...***...] more specifically identified in Section 1.1(a)(vii) of the Seller Disclosure Letter.Fife Brook Facilities or

Purchase and Sale of Transferred Assets. (a) At the Effective Time, upon Subject to the terms and subject to the conditions set forth in this Agreement Agreement, at the Closing and in consideration as of the Purchase Price paid to Closing Date, the Seller by Buyer, Seller will grant, shall sell, transfer, convey, assign and deliver (“Transfer”) to the Buyer, and the Buyer will purchase, acquire shall purchase and accept from Selleracquire, all of the Seller’s rightsright, title and interest in, to and under all of the following properties, assets, rights and contracts wherever locatedclaims used exclusively in or held for use exclusively in the conduct or operation of the Business as the same may exist on the Closing Date and as such Business is presently contemplated to be conducted by the Seller, whether tangible or intangible, owned including all right, title and interest of the Seller in, to and under the following to the extent used exclusively in or held primarily for use in, exclusively in the conduct or primarily used in connection with, operation of the Product (Business and as such Transferred assets 1. hereinafter collectively referred Business is presently contemplated to as be conducted by the “Transferred Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances (other than Permitted Encumbrances):Seller: (i) as primarily related to any and all of the Product in the Territory and/or Seller’s operation of the Product Businessowned or leased tangible personal property wherever located, all material permitsincluding machinery, licensesmobile and immobile equipment, certificates (includingtransportation equipment, without limitationparts, need test equipment, lab equipment supplies and safety certificatesother tangible personal property, including those listed on Schedule 2.1(a), approvals, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations and similar rights issued by any Governmental or Regulatory Authority to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals set forth on Section 3.9(a) of the Seller Disclosure Letterwith locations; (ii) to the extent primarily used in connection with the Product Business, all advertising, promotional, selling furniture and marketing materials in written or electronic form existing as of the Closing and owned, controlled or otherwise office equipment located in the possession of Seller (collectivelyTexas Facility, the “Promotional Materials”)as listed on Schedule 2.1(a) hereof; (iii) the Amgen License Rights, the Roche/Genentech License Agreement, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarks, and Product Trade Dress (collectively, the “Product Intellectual Property”)Inventory; (iv) subject to Section 1.8, any and all rights in, to and under of the Contracts to which the Seller or an Affiliate thereof is a party that are party, including all rights to receive goods and services purchased pursuant thereto and all claims and rights to take any other actions arising out of or related to such Contracts or the Transferred Assets, or in respect thereof, including those listed on Section 1.1(a)(ivSchedule 2.1(a) of the Seller Disclosure Letter (collectively, the “Assumed Assigned Contracts”); (v) copies of all material files, correspondence with any Governmental or Regulatory Authority, material data, reports, books and records owned or controlled by Seller, in whatever media retained or stored (electronic, tangible or otherwise), to the extent relating to the Product, the Product Business, the Transferred Assets or the Assumed Liabilities, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes of adverse events including any correspondence with the FDA and reports filed with the FDA, clinical studies, including all reports and study records developed during clinical studies and all documentation relating to the Product Intellectual Property, copies (to the extent received from Amgen, BI Austria, Kenco or any other Third Party) of all material (i) reports of FDA Form 483 inspection observations, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance in any material respect with any Laws or regulatory requirements (including those of the FDA), relating to the Product or the conduct of the Product Business, but excluding any such items to the extent that any applicable Law or contractual obligation to which Seller is bound prohibits their transfer so long as Seller provides Buyer with a list of such items that may not be transferred; provided, however, that notwithstanding the foregoing, prior to delivering or making the 2. Product Records available to Buyer, Seller shall be entitled to redact from the Product Records any information that does not relate to the Product Business Patents listed on Schedule 2.1(a) (collectively, the “Product RecordsTransferred IP”). Notwithstanding the foregoing, the parties expressly agree and acknowledge it be agreed, however, that the Product Records only Patents to be delivered included in the Transferred IP will be (i) the Patents listed on Schedule 2.1(a) and (ii) any other Patents that are useful exclusively in the Business; (vi) any and all Licenses and Permits to the extent transferable under applicable Law and all rights under any licenses or permits from third parties other than Governmental Authorities, including those listed on Schedule 2.1(a); (vii) any and all Books and Records; (viii) any and all rights under express or implied warranties, representations or guarantees, and to product support or maintenance, made by suppliers furnishing goods (including the personal property and equipment referred to herein) or services to the Business or in connection with the Transferred Assets; (ix) any and all information systems, hardware, telephone systems, software systems, database and database systems, computers (including all computers of all Business Employees), servers, workstations, communications and networking equipment and any and all rights thereunder, including those listed on Schedule 2.1(a), it being agreed, however, that the categories of systems, computers and other equipment listed on Schedule 2.1(a) will be the only such categories of assets included in the Transferred Assets; (x) any and all insurance proceeds received or receivable by the Seller in respect of the Business or any Transferred Assets (as defined below) as a result of any damage or claim occurring after the Closing Date and any rights, claims or causes of action existing or arising in respect of the Business or the Transferred Assets under the Seller’s insurance policies; (xi) any and all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind, pertaining to or arising out of the Business and the Transferred Assets (including without limitation the SerialTek Litigation after the Closing Date) other than the portion of the Recovery payable to the Seller in accordance with Section 5.15; and (xii) any and all goodwill and going concern value of the Business. The properties, assets, rights and claims to be purchased by the Buyer pursuant to this Agreement Section 2.1(a) shall collectively be referred to herein as the “Transferred Assets.” If an asset used exclusively in or held for use exclusively for the Business is not specifically listed in Schedule 2.1(b) or referred to in Section 2.1(b) as an “Excluded Asset,” it will not include be deemed a “Transferred Asset.” To the extent any Transferred Asset is owned or otherwise held by a Subsidiary of the Seller, the Seller covenants and agrees that references in this Section 2.1 to the Seller shall mean the Seller and any Subsidiary of the Seller, and any such Subsidiary shall transfer, assign and sell such asset as of the Closing to the Buyer pursuant to this Section 2.1 in the same manner as if such asset were owned or otherwise held directly by the Seller. (b) For the avoidance of doubt, the Transferred Assets shall not be required include, and the Seller shall retain all of its existing right, title and interest in, to disclose and under, each of the following assets (the “Excluded Assets”): (i) any tangible or intangible assets of the Seller not used exclusively in the Business; (ii) all cash (including checks received on or prior to Buyer information that Seller determinesthe Effective Time), using reasonable discretioncommercial paper, is subject to attorney client privilegecertificates of deposit and other bank deposits, treasury bills and other cash equivalents; (iii) all specified assets of the Business listed on Schedule 2.1(b) hereof; (iv) any shares of Capital Stock or other securities of VI held by the Seller; (v) the minute books for the board of directors, committees or stockholders’ meetings, incorporation documents, stock transfers and Tax Returns or similar or related corporate records of the Seller; (vi) all accounts receivable of the rights, title and interest Business for Product shipments that occurred on or prior to all Product stored at the Seller’s dedicated facility operated pursuant to the Kenco Agreement and listed in Section 1.1(a)(vi) of the Seller Disclosure Letter (the “Inventory”); provided, however, that Buyer may, by notice to Seller delivered within 30 Business Days of the Closing Date, refuse to accept any or all of such Inventory and Seller shall be responsible for all disposal costs related to any such Inventory not accepted by Buyer (the “Inventory Disposal Costs”); (vii) The [...***...] more specifically identified in all assets owned or held by any Seller Plan or any ERISA Affiliate; (viii) the assets of any Seller Plan qualified under Section 1.1(a)(vii401(a) of the Code; (ix) the portion of the Recovery payable to the Seller Disclosure Letterin accordance with Section 5.15; and (x) except as to the Texas Facility Lease Agreement as provided in Section 2.2(a)(iii) below, all right, title and interest in, to and under the Leases related to the Business, and all buildings, structures, fixtures and other improvements situated thereon.

Purchase and Sale of Transferred Assets. (a) At the Effective Time, upon On the terms and subject to the conditions set forth in this Agreement and in consideration of herein, at the Purchase Price paid to Seller by BuyerClosing, Seller will grant, shall sell, convey, transfer, convey, assign and deliver (“Transfer”) to BuyerCompany, and the Buyer will purchase, shall cause Company to purchase and acquire and accept from Seller, all of Seller’s rightsright, title and interest ininterest, as of the Closing, in and to and under all of the following assets, rights and contracts wherever locatedinsofar as they relate primarily to, the Product or the Program, whether tangible or intangible, owned real, personal or held primarily for use inmixed, or primarily used in connection withof every kind and description, the Product (such Transferred assets 1. hereinafter collectively referred to as the “Transferred Assets”), but excluding the Excluded Assetswherever located, free and clear of all Encumbrances Liabilities (other than Permitted Encumbrances): (ithe Assumed Liabilities) as primarily related to the Product in the Territory and/or Seller’s operation of the Product Business, all material permits, licenses, certificates (including, without limitation, need and safety certificates), approvals, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations and similar rights issued by any Governmental or Regulatory Authority to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals set forth on Section 3.9(a) of the Seller Disclosure Letter; (ii) to the extent primarily used in connection with the Product Business, all advertising, promotional, selling and marketing materials in written or electronic form existing as of the Closing and owned, controlled or otherwise in the possession of Seller Encumbrances (collectively, the “Promotional MaterialsTransferred Assets”)): (a) the Product; (iiib) the Amgen License Rightsall Transferred Intellectual Property, the Roche/Genentech License Agreement, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarkswherever held or registered, and Product Trade Dress (collectivelythe right to sxx and collect damages related thereto for past, present and future infringement of any of the “Product Intellectual Property”)foregoing; (ivc) the right to claim priority to the provisional applications listed on Schedule 2.1(c) (the “Provisional Applications”) with respect solely to any subject to Section 1.8, all rights in, to and under matter disclosed therein; (d) the Contracts to which Seller or an Affiliate thereof is a party that are listed on Section 1.1(a)(ivSchedule 2.1(d) of the Seller Disclosure Letter (collectively, the “Assumed Assigned Contracts”); (ve) copies [Reserved.]; (f) all causes of all material filesaction, correspondence with lawsuits, judgments, claims and demands (“Actions”) of any Governmental nature available to or Regulatory Authority, material data, reports, books and records owned or controlled being pursued by Seller, in whatever media retained or stored (electronic, tangible or otherwise), Seller to the extent relating primarily related to the Product, the Program or any of the Transferred Assets whether arising by way of counterclaim or otherwise. For the avoidance of doubt, neither Buyer nor Company shall assume any responsibility for any Actions against Seller or which derive from the use of Transferred Assets by Seller prior to the Closing; (g) all credits, prepaid expenses, deferred charges, advance payments, security or other deposits, prepaid items, duties, and right to offset, to the extent exclusively related to the Product Businessas set forth on Schedule 2.1(g) attached hereto; (h) all Books and Records; (i) All Governmental Authorizations listed on Schedule 2.1(i) granted to Seller prior to Closing with respect to the Product, the Transferred Assets Intellectual Property or the Assumed LiabilitiesProgram; (j) all of Seller’s rights under warranties, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes of adverse events including any correspondence with the FDA and reports filed with the FDA, clinical studies, including all reports and study records developed during clinical studies indemnities and all documentation relating to the Product Intellectual Property, copies (similar rights against third parties to the extent received from Amgenrelated to any Transferred Assets; and (k) all other tangible or Intellectual Property assets of Seller that are related to, BI Austriaused with, Kenco or any other Third Party) of all material (i) reports of FDA Form 483 inspection observations, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance held or required in any material respect with any Laws or regulatory requirements (including those way for use in the commercialization of the FDA), relating to the Product or the conduct of the Product Business, but excluding any such items to the extent that any applicable Law or contractual obligation to which Seller is bound prohibits their transfer so long as Seller provides Buyer with a list of such items that may not be transferred; provided, however, that notwithstanding the foregoing, prior to delivering or making the 2. Product Records available to Buyer, Seller shall be entitled to redact from the Product Records any information that does not relate to the Product Business (collectively, the “Product Records”)Product. Notwithstanding the foregoingforegoing or anything elsewhere in this Agreement to the contrary, the parties expressly agree and acknowledge that transfer of the Product Records to be delivered by Seller to Buyer Transferred Assets pursuant to this Agreement will shall not include and Seller shall not be required the assumption of any Liabilities related to disclose to Buyer information that Seller determines, using reasonable discretion, is subject to attorney client privilege; (vi) all of the rights, title and interest to all Product stored at the Seller’s dedicated facility operated Transferred Assets unless Company expressly assumes such Liabilities pursuant to the Kenco Agreement and listed in Section 1.1(a)(vi) of the Seller Disclosure Letter (the “Inventory”); provided, however, that Buyer may, by notice to Seller delivered within 30 Business Days of the Closing Date, refuse to accept any or all of such Inventory and Seller shall be responsible for all disposal costs related to any such Inventory not accepted by Buyer (the “Inventory Disposal Costs”); (vii) The [...***...] more specifically identified in Section 1.1(a)(vii) of the Seller Disclosure Letter2.3.

Purchase and Sale of Transferred Assets. (a) At Subject to the Effective Time, upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement Agreement, at the Closing and in consideration as of the Purchase Price paid to Seller by BuyerClosing Date, Seller will grant, the Company shall sell, transfer, convey, assign and deliver (“Transfer”) to the Buyer, and/or the applicable Designated Purchaser, and the Buyer will purchase, acquire shall or shall cause the applicable Designated Purchaser to purchase and accept from Selleracquire, all of Sellerthe Company’s rightsand any of its Subsidiaries’ right, title and interest in, to and under all of the following properties, assets, rights and contracts wherever locatedclaims used or held for use principally in the conduct or operation of the Consumables Business as the same may exist on the Closing Date, whether tangible or intangible, and such other properties, assets, rights and claims used or held for use principally in the conduct or operation of the Process Business as may be specifically enumerated below (it being understood that to the extent any of such properties, assets, rights and claims are owned or held primarily for use inby the Transferred Subsidiaries and are not Excluded Assets, or primarily used in connection withsuch properties, the Product (such Transferred assets 1. hereinafter collectively referred , rights and claims shall not be transferred pursuant to as the “Transferred Assets”this Section 2.2(a)), but excluding rather by operation of law pursuant to the Excluded Assetssale of the Transferred Shares in accordance with Section 2.1), free including all right, title and clear interest of the Company and its Subsidiaries in, to and under: (A) all Encumbrances billed and unbilled accounts and notes receivable principally related to the Consumables Business, all prepayments and prepaid expenses and deposits related to each of the Consumables Business and all other current assets principally related to the Consumables Business, and the full benefit of any and all security for such accounts receivable, notes receivable, prepayments, prepaid expenses and other current assets and all Proceedings related to any such items, and, as applicable, with respect to all such other items not principally related to the Consumables Business, such items to the extent related to the Consumables Business; and (B) all prepayments and prepaid expenses and deposits related to the Process Business (other than Permitted Encumbrances): (i1) as primarily payments with respect to insurance or Taxes and (2) deposits related to any facilities owned or used principally in connection with the Product in the Territory and/or Seller’s conduct or operation of the Product Business, all material permits, licenses, certificates (including, without limitation, need and safety certificatesProcess Business that do not constitute Transferred Assets), approvals, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations and similar rights issued by any Governmental or Regulatory Authority to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals set forth on Section 3.9(a) of the Seller Disclosure Letter; (ii) to the extent primarily used in connection with the Product Business, all advertising, promotional, selling and marketing materials in written or electronic form existing as of the Closing and owned, controlled or otherwise real property set forth in Section 2.2(a)(ii) of the possession of Seller Company Disclosure Schedule (collectively, the “Promotional MaterialsOwned Real Property”), including all of the land structures, buildings, improvements and fixtures now or subsequently leased, located thereon or related thereto; (iii) the Amgen License Rightsall right, the Roche/Genentech License Agreement, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarks, title and Product Trade Dress (collectively, the “Product Intellectual Property”); (iv) subject to Section 1.8, all rights interest in, to and under the Contracts Leases related to which Seller or an Affiliate thereof is a party that are listed on the Consumables Business and identified in Section 1.1(a)(iv4.1(i)(ii) of the Seller Company Disclosure Letter Schedule (collectivelythe “Leased Real Property” and together with the Owned Real Property, the “Assumed ContractsTransferred Real Property”), and all buildings, structures and other improvements situated thereon; (iv) all Inventory existing on the Closing Date; (v) copies all of all material files, correspondence with any Governmental or Regulatory Authority, material data, reports, books the Company’s and records its Subsidiaries’ owned or controlled by Seller, leased tangible personal property used or held for use principally in whatever media retained the conduct or stored (electronic, tangible or otherwise), to operation of the extent relating to the Product, the Product Consumables Business, including machinery, mobile and immobile equipment, furniture, office equipment, furnishings, transportation equipment, tools, tooling, dies, parts, supplies and other tangible personal property and all warranties or guarantees, if any, express or implied, existing for the Transferred Assets benefit of the Company, any of its Subsidiaries or the Assumed Liabilities, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes of adverse events including any correspondence Consumables Business with the FDA and reports filed with the FDA, clinical studies, including all reports and study records developed during clinical studies and all documentation relating to the Product Intellectual Property, copies (to the extent received from Amgen, BI Austria, Kenco or any other Third Party) of all material (i) reports of FDA Form 483 inspection observations, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance in any material respect with any Laws or regulatory requirements (including those of the FDA), relating to the Product or the conduct of the Product Business, but excluding any such items to the extent that any applicable Law or contractual obligation to which Seller is bound prohibits their transfer so long as Seller provides Buyer with a list of such items that may not be transferred; provided, however, that notwithstanding the foregoing, prior to delivering or making the 2. Product Records available to Buyer, Seller shall be entitled to redact from the Product Records any information that does not relate to the Product Business (collectively, the “Product Records”). Notwithstanding the foregoing, the parties expressly agree and acknowledge that the Product Records to be delivered by Seller to Buyer pursuant to this Agreement will not include and Seller shall not be required to disclose to Buyer information that Seller determines, using reasonable discretion, is subject to attorney client privilegethereto; (vi) all of the rightsCompany’s and its Subsidiaries’ (A) manufacturing, engineering and laboratory machinery, equipment (whether mobile or immobile) and supplies, in whatever form, used or held for use principally in the conduct or operation of the Process Business; (B) demonstration equipment used or held for use principally in the conduct or operation of the Process Business; and (C) all computer equipment and information systems related to, or used or held for use principally in, the conduct or operation of the Process Business, and in each such case, all warranties or guarantees, if any, express or implied, existing for the benefit of the Company, any of its Subsidiaries or the Process Business with respect thereto; (vii) all right, title and interest in, to and under all Product stored at the Seller’s dedicated facility operated Contracts to which the Company or any of its Subsidiaries is a party, including all rights to receive goods and services purchased pursuant to such Contracts and all claims and rights to take any other actions arising out of or related to such Contracts or the Kenco Agreement Transferred Assets, or in respect thereof; (viii) all of the Company’s and listed any of its Subsidiaries’ right, title and interest in and to any Intellectual Property; (ix) all of the Company’s and any of its Subsidiaries’ rights under any Licenses and Permits to the extent transferable under applicable Law and all rights under any licenses or permits from third parties other than Governmental Authorities required to conduct each of the Consumables Business and the Transferred Process Operations as it is presently conducted or to own or use the Transferred Assets; (x) all Books and Records, including any and all (A) subject to applicable Law, data and records pertaining to the Transferred Subsidiary Employees, the US Consumables Employees and the Process Business Employees and (B) sales literature, promotional literature and other selling and advertising material and lists of customers and suppliers; (xi) all rights under express or implied warranties, representations or guarantees made by suppliers furnishing goods or services; (xii) all credits and deferred charges related to, or arising in connection with, the Consumables Business or the Transferred Process Operations, including in connection with any Leases set forth in Section 1.1(a)(vi4.1(i)(ii) of the Seller Company Disclosure Letter Schedule that constitute Transferred Assets and rentals; (xiii) all information systems, hardware, telephone systems, software systems, database and database systems used in the “Inventory”Consumables Business and any and all rights thereunder, in each case, to the extent reflected as an asset on the Consumables Business Balance Sheet or acquired after the date thereof and which would reasonably be expected to be reflected as an asset thereon if the Consumables Business Balance Sheet were prepared as of the Closing Date; (xiv) all insurance proceeds received by the Company or any of its Subsidiaries in respect of any Transferred Assets as a result of any damage or claim occurring prior to Closing Date and any rights, claims or causes of action existing or arising in respect of the Transferred Assets under the Company’s insurance policies; (xv) any assets relating to the Liabilities assumed pursuant to Section 5.9(a); provided; (xvi) the goodwill and going concern value of each of the Consumables Business and the Process Business; (xvii) all inventory backlog relating to the Process Business existing and unfulfilled on the Closing Date, howeverincluding all unshipped and unfulfilled customer product and service orders, that Buyer mayall orders in progress and all other obligations to deliver products which have not yet been performed as of the Closing Date and for which, by notice to Seller delivered within 30 Business Days as of the Closing Date, refuse a bona fide receivable does not exist on the books of the Company or otherwise for its benefit; and (xviii) all other properties, assets, rights and claims reflected on the Consumables Business Balance Sheet or accrued after the date thereof and which would reasonably be expected to accept any or be reflected thereon if the Consumables Business Balance Sheet was prepared as of the Closing Date but not otherwise described in this Section 2.2(a). (b) The properties, assets, rights and claims to be purchased by Buyer and/or the Designated Purchaser pursuant to this Section 2.2(b), along with the properties, assets, rights and claims enumerated in Section 2.2(b) and the properties, assets, rights and claims of the Transferred Subsidiaries which shall be transferred to the Buyer and/or the Designated Purchaser through the sale of the Transferred Shares pursuant to Section 2.1, shall collectively be referred to herein as the “Transferred Assets”. As of the Closing, risk of loss as to the Transferred Assets shall pass from the Company to the Buyer, except as may otherwise be expressly provided herein. Notwithstanding Section 2.2(a), the Company shall retain all of its existing right, title and interest in, to and under, and the Transferred Assets shall exclude the following assets (the “Excluded Assets”): (i) all cash and cash equivalents; (ii) all billed and unbilled accounts and notes receivable principally related to the Process Business and all other current assets principally related to the Process Business, and the full benefit of any and all security for such Inventory accounts receivable, notes receivable and Seller shall be responsible for other current assets and all disposal costs Proceedings related to any such Inventory items, and, as applicable, with respect to all such other items not accepted by Buyer principally related to the Process Business, such items to the extent related to the Process Business; (iii) all assets sold or otherwise disposed of not in violation of any provisions of this Agreement during the “Inventory Disposal Costs”)period from the date of this Agreement until the Closing Date; (iv) all income Tax Returns of the Company and, subject to Section 6.6, all Tax refunds, Tax losses, Tax carryforwards, Tax credits and Tax benefits of the Company; (v) the minute books for the board of directors, committees or shareholders’ meetings, incorporation documents, stock transfers and Tax or similar or related corporate records of the Company and its Subsidiaries, other than the Transferred Subsidiaries; (vi) all of the assets to be transferred to the Company or one of its Subsidiaries, other than the Transferred Subsidiaries, pursuant to the Reorganization; (vii) The [...***...] more specifically identified in Section 1.1(a)(viithe real property located at Xxx-X-Xxxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxx, Xxxxx; (viii) all of the Seller Disclosure LetterCompany’s right, title and interest under this Agreement and the Confidentiality Agreement; and (ix) all assets of the Company and its Subsidiaries, other than the Transferred Subsidiaries, not used in connection with the operation of the Consumables Business or the Transferred Process Operations.

Purchase and Sale of Transferred Assets. (a) At Subject to the Effective Time, upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement Agreement, at the Closing and in consideration as of the Purchase Price paid to Seller by BuyerClosing Date, Seller will grant, the Company shall sell, transfer, convey, assign and deliver (“Transfer”) to the Buyer, and/or the applicable Designated Purchaser, and the Buyer will purchase, acquire shall or shall cause the applicable Designated Purchaser to purchase and accept from Selleracquire, all of Sellerthe Company’s rightsand any of its Subsidiaries’ right, title and interest in, to and under all of the following properties, assets, rights and contracts wherever locatedclaims used or held for use principally in the conduct or operation of the Business as the same may exist on the Closing Date, whether tangible or intangibleintangible (it being understood that to the extent any of such properties, assets, rights and claims are owned or held primarily by the Transferred Subsidiaries and are not Excluded Assets, such properties, assets, rights and claims shall not be transferred pursuant to this Section 2.2(a), but rather by operation of law pursuant to the sale of the Transferred Shares in accordance with Section 2.1), including all right, title and interest of the Company and its Subsidiaries in, to and under: (i) all billed and unbilled accounts and notes receivable principally related to the Business, all prepayments and prepaid expenses and deposits and other current assets principally related to the Business, and the full benefit of any and all security for such accounts receivable, notes receivable, prepayments, prepaid expenses and other current assets and all Proceedings related to any such items, and, with respect to all such other items not principally related to the Business, such items to the extent related to the Business; (ii) all of the real property set forth in Section 2.2(a)(ii) of the Company Disclosure Schedule (the “Owned Real Property”), including all of the land structures, buildings, improvements and fixtures now or subsequently leased, located thereon or related thereto; (iii) all right, title and interest in, to and under the Leases related to the Business and set forth in Section 4.1(i)(ii) of the Company Disclosure Schedule (the “Leased Real Property” and together with the Owned Real Property, the “Transferred Real Property”), and all buildings, structures and other improvements situated thereon; (iv) all Inventory existing on the Closing Date; (v) all of the Company’s and its Subsidiaries owned or leased tangible personal property located at the Transferred Real Property used or held for use principally in the conduct or operation of the Business, including machinery, mobile and immobile equipment, furniture, office equipment, furnishings, transportation equipment, tools, tooling, dies, parts, supplies and other tangible personal property and all warranties or guarantees, if any, express or implied, existing for the benefit of the Company, any of its Subsidiaries or the Business with respect thereto; (vi) all right, title and interest in, to and under all the Contracts to which the Company or primarily any of its Subsidiaries is a party, including all rights to receive goods and services purchased pursuant to such Contracts and all claims and rights to take any other actions arising out of or related to such Contracts or the Transferred Assets, or in respect thereof; (vii) all of the Company’s and any of its Subsidiaries’ right, title and interest in and to any Intellectual Property used or held for use in the conduct or operation of the Business, but excluding the Company’s and any of its Subsidiaries’ rights under generally commercially available off-the-shelf software licenses; (viii) all of the Company’s and any of its Subsidiaries’ rights under any Licenses and Permits to the extent transferable under applicable Law and all rights under any licenses or permits from third parties other than Governmental Authorities required to conduct the Business as it is presently conducted or to own or use the Transferred Assets; (ix) all Books and Records, including any and all (A) subject to applicable Law, data and records pertaining to the Transferred Subsidiary Employees and the US Employees (as defined below) and (B) sales literature, promotional literature and other selling and advertising material and lists of customers and suppliers related to the Business; (x) all rights under express or implied warranties, representations or guarantees made by suppliers furnishing goods or services to the Business; (xi) all credits and deferred charges related to, or arising in connection with, the Product Business, including leases and rentals; (such xii) all information systems, hardware, telephone systems, software systems, database and database systems used in the Business and any and all rights thereunder, in each case, to the extent reflected as an asset on the Business Balance Sheet or acquired after the date thereof and which would reasonably be expected to be reflected as an asset thereon if the Business Balance Sheet was prepared as of the Closing Date; (xiii) all insurance proceeds received by the Company or any of its Subsidiaries in respect of any Transferred Assets as a result of any damage or claim occurring between the date of this Agreement and the Closing Date and any rights, claims or causes of action existing or arising in respect of the Transferred Assets under the Company’s insurance policies; (xiv) any assets relating to the Liabilities assumed pursuant to Section 5.9(a); (xv) the goodwill and going concern value of the Business; and (xvi) all other properties, assets 1, rights and claims reflected on the Business Balance Sheet or accrued after the date thereof and which would reasonably be expected to be reflected thereon if the Business Balance Sheet was prepared as of the Closing Date but not otherwise described in this Section 2.2(a). hereinafter The properties, assets, rights and claims to be purchased by Buyer and/or the Designated Purchaser pursuant to this Section 2.2(a), along with the properties, assets, rights and claims of the Transferred Subsidiaries which shall be transferred to the Buyer and/or the Designated Purchaser through the sale of the Transferred Shares pursuant to Section 2.1, shall collectively be referred to herein as the “Transferred Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances (other than Permitted Encumbrances): (i) as primarily related to the Product in the Territory and/or Seller’s operation . As of the Product BusinessClosing, all material permits, licenses, certificates (including, without limitation, need and safety certificates), approvals, registrations, authorizations, Product Registrations, filings, exemptions, variances, authorizations and similar rights issued by any Governmental or Regulatory Authority risk of loss as to Seller that are necessary for the manufacture, use, storage, import, transport, marketing, distribution and/or sale of the Product (the “Product Regulatory Approvals”) including, without limitation, the Product Regulatory Approvals set forth on Section 3.9(a) of the Seller Disclosure Letter; (ii) to the extent primarily used in connection with the Product Business, all advertising, promotional, selling and marketing materials in written or electronic form existing as of the Closing and owned, controlled or otherwise in the possession of Seller (collectively, the “Promotional Materials”); (iii) the Amgen License Rights, the Roche/Genentech License Agreement, Product Copyrights, Product Domains, Product Know-How, Product Patents, Product Trademarks, and Product Trade Dress (collectively, the “Product Intellectual Property”); (iv) subject to Section 1.8, all rights in, to and under the Contracts to which Seller or an Affiliate thereof is a party that are listed on Section 1.1(a)(iv) of the Seller Disclosure Letter (collectively, the “Assumed Contracts”); (v) copies of all material files, correspondence with any Governmental or Regulatory Authority, material data, reports, books and records owned or controlled by Seller, in whatever media retained or stored (electronic, tangible or otherwise), to the extent relating to the Product, the Product Business, the Transferred Assets or shall pass from the Assumed Liabilities, including any relevant pricing lists, customer lists, vendor lists, mailing lists, financial data, research and development files, marketing materials, regulatory files, records and other information required to be maintained by any Governmental or Regulatory Authority, adverse event reports, files and materials relating to outcomes of adverse events including any correspondence with the FDA and reports filed with the FDA, clinical studies, including all reports and study records developed during clinical studies and all documentation relating Company to the Product Intellectual Property, copies (to the extent received from Amgen, BI Austria, Kenco or any other Third Party) of all material (i) reports of FDA Form 483 inspection observations, (ii) establishment inspection reports, (iii) warning letters and (iv) other documents that assert ongoing lack of compliance in any material respect with any Laws or regulatory requirements (including those of the FDA), relating to the Product or the conduct of the Product Business, but excluding any such items to the extent that any applicable Law or contractual obligation to which Seller is bound prohibits their transfer so long as Seller provides Buyer with a list of such items that may not be transferred; provided, however, that notwithstanding the foregoing, prior to delivering or making the 2. Product Records available to Buyer, Seller shall except as may otherwise be entitled to redact from the Product Records any information that does not relate to the Product Business (collectively, the “Product Records”). Notwithstanding the foregoing, the parties expressly agree and acknowledge that the Product Records to be delivered by Seller to Buyer pursuant to this Agreement will not include and Seller shall not be required to disclose to Buyer information that Seller determines, using reasonable discretion, is subject to attorney client privilege; (vi) all of the rights, title and interest to all Product stored at the Seller’s dedicated facility operated pursuant to the Kenco Agreement and listed in Section 1.1(a)(vi) of the Seller Disclosure Letter (the “Inventory”); provided, however, that Buyer may, by notice to Seller delivered within 30 Business Days of the Closing Date, refuse to accept any or all of such Inventory and Seller shall be responsible for all disposal costs related to any such Inventory not accepted by Buyer (the “Inventory Disposal Costs”); (vii) The [...***...] more specifically identified in Section 1.1(a)(vii) of the Seller Disclosure Letterprovided herein.