Common use of Purchased Assets Clause in Contracts

Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, assign and transfer, and Seller shall cause the other applicable Asset Seller Entities to sell, convey, assign and transfer to the applicable Designated Purchaser, and Purchaser shall, or shall cause the other applicable Designated Purchasers to, purchase from the applicable Asset Seller Entities, free and clear of any Liens, other than Permitted Encumbrances, all of the right, title and interest of Seller and the other Asset Seller Entities, in and to the following assets, rights and properties (the “Purchased Assets”): (i) all real property rights in respect of the Transferred Real Property; (ii) the tangible personal property, including machinery, equipment, mechanical and spare parts, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media, fixtures, office equipment and other tangible property of any kind (other than any Information Technology Assets, which are solely addressed in Section 2.01(a)(xviii) and Section 2.01(a)(xix)), that is (A) subject to Section 2.01(b)(vi), located at the Purchaser Occupied Real Property and used primarily in or primarily related to the Triage Business, (B) set forth on Schedule 2.01(a)(ii) or (C) located at the facility of a Third Party supplier to any Asset Seller Entity and used primarily in or primarily related to the Triage Business; (iii) the spare parts and calibration equipment located at the portion of the Transferred Real Property depicted on Schedule 2.01(a)(iii) that are used primarily in or primarily related to the Triage Business; (iv) subject to Section 2.04, (A) the rights under Contracts to which any Asset Seller Entity is a party that are used, but not exclusively, in the Triage Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a “Shared Contract”), in each case to the extent used in or related to the Triage Business, and (B) all rights under the Contracts to which any Asset Seller Entity is a party that are exclusively used in the Triage Business or exclusively related to any Purchased Asset or Assumed Liability (each such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi), (2) as provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii) or Section 2.01(b)(x) and (3) for Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity (including with respect to Information Technology Assets), which are intended to be addressed in Section 2.01(a)(v); (v) subject to Section 2.04, (A) all rights under the Exclusive Contracts listed on Schedule 2.01(a)(v)(A) and (B) the rights under the Shared Contracts listed on Schedule 2.01(a)(v)(B), to the extent used in or related to the Triage Business; (vi) the rights under the Contracts by and between any Asset Seller Entity and (A) a Transferred Employee or (B) an independent contractor that is identified on the Triage Independent Contractor List, as updated pursuant to Section 7.01(b), in each case to the extent used in or related to the Triage Business; (vii) (A) the patents and patent applications listed on Schedule 2.01(a)(vii)(A) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof); and (B) the patents and patent applications listed on Schedule 2.01(a)(vii)(B) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof) (the “Specified Patents”); provided that the Specified Patents also shall be subject to the license granted pursuant to Section 6.12(b); (viii) subject to Section 6.09, the Trademarks listed on Schedule 2.01(a)(viii); (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are used exclusively in the Triage Business (the “Exclusive Triage Know-How”), and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are (1) used in the Triage Business and that do not constitute Exclusive Triage Know-How, or (2) are set forth on Schedule 2.01(a)(ix)(A) (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(ix), collectively, with the Intellectual Property described in Section 2.01(a)(v), Section 2.01(a)(vii) and Section 2.01(a)(viii), the “Transferred Intellectual Property”); (x) subject to Section 2.04 and to the extent transferable, (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that (1) are used exclusively in (x) the development programs conducted by the Asset Seller Entities with respect to the products that are set forth on Schedule 2.01(a)(x), as such development programs exist as of the Closing, and (y) any other products in development for the Triage system as of the date of this Agreement, as evidenced by written records (the development programs and products in development described in this Section 2.01(a)(x)(A)(1), the “Development Projects”), or (2) was, prior to the date of this Agreement, used exclusively in the Discontinued Products and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities and that are not included in clause (A) of this Section 2.01(a)(x) and that (1) in the case of the Development Projects, is used therein as of the Closing and (2) in the case the Discontinued Products, was, prior to the date of this Agreement, used therein (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual Property”); (xi) except as provided in Section 2.01(b)(xii), subject to Section 2.04 and to the extent transferable, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale of the Products, (B) any pending applications for the same and (C) the remaining rights of the Asset Seller Entities, if any, in Registrations previously used exclusively in the distribution, marketing, promotion, selling or offering for sale of the Products that have expired or terminated prior to the Closing Date; (xii) subject to Section 2.04 and to the extent transferable, the Governmental Authorizations held by the Asset Seller Entities used exclusively in or related exclusively to the Triage Business or the Purchased Assets; (xiii) subject to Section 6.08, all advertising, marketing, training and promotional materials and all other printed or written materials, including website content and the design of such websites protected by applicable Law, in each case that is used exclusively in, or related exclusively to, the Triage Business; (xiv) all inventories used or intended for use in the Triage Business (the “Transferred Inventory”), including (A) raw materials, but solely to the extent used or intended for use in the Triage Business, and (B) all works in process, semi-finished and finished products, stores, replacement and spare parts, packaging and labelling materials, operating supplies and inventory on consignment, in transit or deposited in a warehouse, in each case to the extent used or intended for use in the Products; (xv) all credits, prepaid expenses, advance payments, security deposits, escrows and other prepaid items to the extent paid to a Third Party and to the extent directly related to the Triage Business; (xvi) except to the extent related to or arising out of or in connection with any Excluded Liabilities or Excluded Assets, all claims, counterclaims, causes of action, choses in action, rights of recovery, and rights of set-off of any kind (including all damages and payments for past, present or future infringement or misappropriation of Transferred Intellectual Property and the Additional Assigned Intellectual Property, the right to use and recover for past infringements or misappropriations of Transferred Intellectual Property and the Additional Assigned Intellectual Property, and any and all corresponding rights that have been, now or hereafter may be secured throughout the world with respect to any Transferred Intellectual Property and the Additional Assigned Intellectual Property), in each case to the extent related to, arising out of or in connection with the Triage Business, the Purchased Assets or the Assumed Liabilities; (xvii) subject to Section 6.10, to the extent permitted by applicable Law, (A) sole ownership of Books, Records and Files and Tax Returns relating exclusively to the Triage Business, the Purchased Assets or the Assumed Liabilities, and (B) co-ownership of an undivided interest (with each Party retaining, subject to Section 6.04, the right to use, license, disclose, grant access to, transfer and convey the same without restriction except as expressly set forth in Sections 6.04(b), (c) and (d)) in any Books, Records and Files and Tax Returns to the extent relating to the Triage Business, the Purchased Assets or the Assumed Liabilities and not included in clause (A) of this Section 2.01(a)(xvii); provided that Seller may redact any information not related to the Triage Business from any Books, Records and Files or Tax Returns (the documents and other tangible and electronic embodiments of the items described in clauses (A) and (B) of this Section 2.01(a)(xvii), the “Triage Business Records”); (xviii) except for the items described in Section 2.01(a)(xix) and Section 2.01(b)(viii), and subject to Section 2.04, (A) the Information Technology Assets listed on Schedule 2.01(a)(xviii) and (B) (1) all rights under Exclusive Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets and (2) the rights under the Shared Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets, in the case of this subclause (2) to the extent used in or related to the Triage Business; (xix) all owned or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily used by the Transferred Employees; (xx) without duplication of the assets, rights and properties described in Sections 2.01(a)(ix) and (x), (A) the cell lines used exclusively in the Triage Business and described more particularly on Schedule 2.01(a)(xx)(A), and (B) an aliquot of the cell lines used both in the Triage Business and the Excluded Business and described more particularly on Schedule 2.01(a)(xx)(B); (xxi) the sample banks described on Schedule 2.01(a)(xxi); (xxii) the rights under Contracts (other than any license agreement for Intellectual Property) to which any Asset Seller Entity is a party, to the extent relating to the leasing, maintenance, outfitting, or other operation of the Transferred Real Property, but excluding (A) Contracts that exclusively relate to any activities of the Excluded Businesses that may be conducted at the Transferred Real Property, (B) Contracts that relate to the manufacture of products, and (C) any Ancillary Agreements; and (xxiii) all goodwill of the Triage Business as a going concern.

Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at on the ClosingClosing Date (or the applicable Subsequent Closing Date or Distribution Center Closing Date), Seller shall sell, convey, assign and transferthe Company shall, and Seller shall cause the other applicable Asset Seller Entities its Affiliates, to sell, conveytransfer, assign assign, convey and transfer deliver to the applicable Designated PurchaserPurchaser Sub, and Purchaser shall, or Sub shall cause the other applicable Designated Purchasers to, purchase from the applicable Asset Seller EntitiesCompany and, as applicable, its Affiliates, free and clear of any all Liens (except for Permitted Liens, other than Permitted Encumbrances, ) all of the right, title and interest of Seller the Company and its Affiliates, in, to and under all of the other Asset Seller Entitiesassets, properties and rights owned, held or used by the Company and its Affiliates, exclusively relating to or exclusively used in and any Acquired Store or Distribution Center, including the following assets to the following assetsextent exclusively relating to any Acquired Store or Distribution Center (collectively, rights and properties (the “Purchased Assets”): (ia) all real property rights in respect Inventory and supplies of the Transferred Real PropertyCompany and its Affiliates and the fixed assets and tangible property physically located at the Acquired Stores and the Distribution Centers; (iib) to the extent transferable, the Permits held by the Company and its Affiliates; (c) the tangible personal propertyCompany Owned Real Property together with all buildings, structures, fixtures and improvements located thereon or attached thereto and any easements, rights-of-way, and other appurtenants (and all title documents, surveys, related construction plans and documents and related real estate files with respect to the Company Owned Real Property); (d) the Acquired Leases, and all subleases, licenses or concessions thereunder, including the right to all security deposits, and other amounts and instruments deposited by, on behalf of, or for the benefit of, the Company or its Affiliates thereunder with respect to which the Company or any of its Affiliates is a party, and all Acquired Lease documents, related construction plans and documents and related real estate files; (e) the machinery, equipment, mechanical and spare parts, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media, fixtures, office equipment and other tangible property of any kind computer hardware (other than any Information Technology Assetspin pads, which are solely addressed as set forth in Section 2.01(a)(xviii) and Section 2.01(a)(xix1.2(q)), that is office equipment, vehicles, forklifts, trailers, tractors, furniture, shelving, safes (A) subject to Section 2.01(b)(viwith combinations and keys), located at and other personal property owned by the Purchaser Occupied Real Property Company or any of its subsidiaries, and used primarily in or primarily related all leases relating to the Triage Business, (B) set forth on Schedule 2.01(a)(ii) or (C) located at the facility of a Third Party supplier to any Asset Seller Entity and used primarily in or primarily related to the Triage Business; (iii) the spare parts and calibration equipment located at the portion of the Transferred Real Property depicted on Schedule 2.01(a)(iii) that are used primarily in or primarily related to the Triage Business; (iv) subject to Section 2.04, (A) the rights under Contracts to which any Asset Seller Entity is a party that are used, but not exclusively, in the Triage Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a “Shared Contract”)foregoing, in each case to the extent used in or exclusively related to an Acquired Store or Distribution Center; (f) all rights, claims or causes of action against third parties relating to the Triage Businessassets, properties, business or operations of the Acquired Stores, the Distribution Centers or other Purchased Assets or to the Assumed Liabilities, arising out of events or transactions occurring, or facts or circumstances existing, prior to, on, or after the Closing Date (or the applicable Subsequent Closing Date or the Distribution Center Closing, as applicable), in each case, if arising out of events or transactions occurring, or facts or circumstances existing prior to the Closing Date, only to the extent such rights, claims or causes of action relate to Assumed Liabilities; (g) to the extent permitted by Law, (i) all books and records (including all data and other information stored on discs, tapes or other media) of the Company or any of its subsidiaries relating to the assets, properties, business and operations of the Acquired Stores and the Distribution Centers (to the extent exclusively relating to the Acquired Stores and the Distribution Centers) (but excluding (A) all personnel files other than as set forth below, (B) all rights under Tax Returns not relating solely to the Contracts Acquired Stores and (C) historical financial information except to the extent exclusively relating to the Acquired Stores), and (ii) any and all medical records, billing records, prescriptions, prescription files and records, pharmacy customer lists, signature logs and patient profiles including refill status reports and insurance coverages, co-pay and payment records (the information in this clause (ii), collectively, “Company Rx Data”) relating to customers of the Acquired Stores (which shall in any Asset Seller Entity is a party that are exclusively used event include no less than twenty four (24) months for any Company Rx Data relating to customers of the Acquired Stores maintained electronically or in hard copy, or for such longer period of time to the extent required by applicable Law and stored in the Triage Business or exclusively related Duplicate IT System and electronically available if not on the Duplicate IT System); provided, that the Company shall be entitled to retain a copy of Company Rx Data and other data relating to any customers of both Acquired Stores and stores to be retained by the Company; provided, further, that, the “Purchased Asset or Assumed Liability (each Assets” shall include, to the extent available and permitted by law, personnel records of the Transferred Employees as set forth on Section 1.1(g) of the Company Disclosure Schedules; provided, further, however, that as a condition of transferring such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi)records, (2x) as provided in Section 2.01(b)(iii)Purchaser Sub shall acknowledge that the Company and its Affiliates make no representations or warranties regarding the accuracy or completeness of such records and agree that it shall base no employment decisions on the records provided, Section 2.01(b)(iv), Section 2.01(b)(vii(y) or Section 2.01(b)(x) Parent and (3) for Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity (including Purchaser Sub shall indemnify and hold the Company and its Affiliates harmless with respect to Information Technology Assets)any claim or loss related to Purchaser Sub’s receipt or use of the records transferred in accordance herewith and (z) following the Closing Date, which are intended to be addressed the extent permitted by Law, Purchaser Sub shall provide copies of such transferred records to the Company at the Company’s request due to any claim or threatened claim against the Company or its Affiliates by a Transferred Employee; (h) any cash and cash equivalents in Section 2.01(a)(vany Acquired Stores (including in cash registers) as of the close of business on the Business Day immediately preceding the Closing Date or the Subsequent Closing Date for such Acquired Store, as applicable (the “Purchased Cash”); (v) subject to Section 2.04, (Ai) all rights under the Exclusive Contracts listed on Schedule 2.01(a)(v)(A) guarantees, warranties and (B) the rights under the Shared Contracts listed on Schedule 2.01(a)(v)(B), to the extent used in or indemnities related to the Triage Business; ownership or operation of the Purchased Assets prior to, on, or following the Closing (vi) or the rights under applicable Subsequent Closing or the Contracts by and between any Asset Seller Entity and (A) a Transferred Employee or (B) an independent contractor that is identified on the Triage Independent Contractor ListDistribution Center Closing, as updated pursuant to Section 7.01(bapplicable), in each case case, if related to the ownership or operation of the Purchased Assets prior to the Closing Date, only to the extent used such guarantees, warranties and indemnities relate to Assumed Liabilities; (j) the exclusive right to use all telephone numbers and facsimile numbers; (k) any cigarette, cigar, other tobacco, alcohol, liquor or other similar Tax stamps (whether affixed to a product or not) or rolls of such Tax stamps located in any Distribution Center; (l) to the extent transfer is not contractually prohibited or prohibited by Law, the historical customer data related to the Triage Business; Company’s Wellness+ program relating to customers of the Acquired Stores (vii) (A) the patents and patent applications listed on Schedule 2.01(a)(vii)(A) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof); and (B) the patents and patent applications listed on Schedule 2.01(a)(vii)(B) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof) (the “Specified Patents”); provided that the Specified Patents also shall be subject to the license granted pursuant extent transfer is contractually prohibited or prohibited by Law, the Company shall provide Purchaser Sub access to Section 6.12(bsuch customer data to the extent permitted by Law; provided, that to the extent such customer is also a customer of a store to be retained by the Company, the Company may retain a copy of such data); (viiim) subject to Section 6.09, the Trademarks listed on Schedule 2.01(a)(viii); (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are used Company and its Affiliates and exclusively in related to any Acquired Store or Distribution Center, including Intellectual Property set forth on Section 1.1(m) of the Triage Business Company Disclosure Schedules (the “Exclusive Triage Know-How”), and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are (1) used in the Triage Business and that do not constitute Exclusive Triage Know-How, or (2) are set forth on Schedule 2.01(a)(ix)(A) (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(ix), collectively, with the Intellectual Property described in Section 2.01(a)(v), Section 2.01(a)(vii) and Section 2.01(a)(viii), the “Transferred Purchased Intellectual Property”); (xn) subject to the Contracts listed on Section 2.04 1.1(n) of the Company Disclosure Schedules, which will be assumed by Purchaser Sub (“Assumed Contracts”); and (o) all leases for the use and to the extent transferable, (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned occupancy by the Asset Seller Entities that (1) are used exclusively in (x) the development programs conducted by the Asset Seller Entities with respect to the products that are regional, divisional or district offices set forth on Schedule 2.01(a)(x), as such development programs exist as Section 1.1(o) of the Closing, and Company Disclosure Schedules (y) any other products in development for the Triage system as of the date of this Agreement, as evidenced by written records (the development programs and products in development described in this Section 2.01(a)(x)(A)(1), the “Development Projects”), or (2) was, prior to the date of this Agreement, used exclusively in the Discontinued Products and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities and that are not included in clause (A) of this Section 2.01(a)(x) and that (1) in the case of the Development Projects, is used therein as of the Closing and (2) in the case the Discontinued Products, was, prior to the date of this Agreement, used therein (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual PropertyAcquired Regional Offices”); (xi) except as provided in Section 2.01(b)(xii), subject to Section 2.04 and to the extent transferable, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale of the Products, (B) any pending applications for the same and (C) the remaining rights of the Asset Seller Entities, if any, in Registrations previously used exclusively in the distribution, marketing, promotion, selling or offering for sale of the Products that have expired or terminated prior to the Closing Date; (xii) subject to Section 2.04 and to the extent transferable, the Governmental Authorizations held by the Asset Seller Entities used exclusively in or related exclusively to the Triage Business or the Purchased Assets; (xiii) subject to Section 6.08, all advertising, marketing, training and promotional materials and all other printed subleases, licenses or written materialsconcessions thereunder, including website content and the design of such websites protected by applicable Law, in each case that is used exclusively in, or related exclusively to, the Triage Business; (xiv) right to all inventories used or intended for use in the Triage Business (the “Transferred Inventory”), including (A) raw materials, but solely to the extent used or intended for use in the Triage Business, and (B) all works in process, semi-finished and finished products, stores, replacement and spare parts, packaging and labelling materials, operating supplies and inventory on consignment, in transit or deposited in a warehouse, in each case to the extent used or intended for use in the Products; (xv) all credits, prepaid expenses, advance payments, security deposits, escrows and other prepaid items to amounts and instruments deposited by, on behalf of, or for the extent paid to a Third Party and to the extent directly related to the Triage Business; (xvi) except to the extent related to or arising out of or in connection with any Excluded Liabilities or Excluded Assets, all claims, counterclaims, causes of action, choses in action, rights of recovery, and rights of set-off of any kind (including all damages and payments for past, present or future infringement or misappropriation of Transferred Intellectual Property and the Additional Assigned Intellectual Propertybenefit of, the right to use and recover for past infringements Company or misappropriations of Transferred Intellectual Property and the Additional Assigned Intellectual Property, and any and all corresponding rights that have been, now or hereafter may be secured throughout the world its Affiliates thereunder with respect to which the Company or any Transferred Intellectual Property and the Additional Assigned Intellectual Property), in each case to the extent related to, arising out of or in connection with the Triage Business, the Purchased Assets or the Assumed Liabilities; (xvii) subject to Section 6.10, to the extent permitted by applicable Law, (A) sole ownership of Books, Records and Files and Tax Returns relating exclusively to the Triage Business, the Purchased Assets or the Assumed Liabilities, and (B) co-ownership of an undivided interest (with each Party retaining, subject to Section 6.04, the right to use, license, disclose, grant access to, transfer and convey the same without restriction except as expressly set forth in Sections 6.04(b), (c) and (d)) in any Books, Records and Files and Tax Returns to the extent relating to the Triage Business, the Purchased Assets or the Assumed Liabilities and not included in clause (A) of this Section 2.01(a)(xvii); provided that Seller may redact any information not related to the Triage Business from any Books, Records and Files or Tax Returns (the documents and other tangible and electronic embodiments of the items described in clauses (A) and (B) of this Section 2.01(a)(xvii), the “Triage Business Records”); (xviii) except for the items described in Section 2.01(a)(xix) and Section 2.01(b)(viii), and subject to Section 2.04, (A) the Information Technology Assets listed on Schedule 2.01(a)(xviii) and (B) (1) all rights under Exclusive Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets and (2) the rights under the Shared Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets, in the case of this subclause (2) to the extent used in or related to the Triage Business; (xix) all owned or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily used by the Transferred Employees; (xx) without duplication of the assets, rights and properties described in Sections 2.01(a)(ix) and (x), (A) the cell lines used exclusively in the Triage Business and described more particularly on Schedule 2.01(a)(xx)(A), and (B) an aliquot of the cell lines used both in the Triage Business and the Excluded Business and described more particularly on Schedule 2.01(a)(xx)(B); (xxi) the sample banks described on Schedule 2.01(a)(xxi); (xxii) the rights under Contracts (other than any license agreement for Intellectual Property) to which any Asset Seller Entity its Affiliates is a party, to the extent relating to the leasingall related lease documents, maintenanceconstruction plans and documents and related real estate files, outfitting, or other operation and all supplies of the Transferred Real Property, but excluding (A) Contracts that exclusively relate to any activities of Company and its Affiliates and the Excluded Businesses that may be conducted at the Transferred Real Property, (B) Contracts that relate to the manufacture of products, fixed assets and (C) any Ancillary Agreements; and (xxiii) all goodwill of the Triage Business as a going concerntangible property physically located thereon.

Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at on the ClosingClosing Date (or the applicable Subsequent Closing Date or Distribution Center Closing Date), Seller shall sell, convey, assign and transfershall, and Seller shall cause the other applicable Asset Seller Entities its Affiliates to sell, conveytransfer, assign assign, convey and transfer deliver to the applicable Designated PurchaserBuyer, and Purchaser shall, or Buyer shall cause the other applicable Designated Purchasers to, purchase from the applicable Asset Seller Entitiesand, as applicable, its Affiliates, free and clear of any all Liens (except for Permitted Liens, other than Permitted Encumbrances, ) all of the right, title and interest of Seller and its Affiliates, in, to and under the other Asset Seller Entities, in and following assets to the following assetsextent exclusively relating to any Acquired Store or the Distribution Center (collectively, rights and properties (the “Purchased Assets”): (ia) all real property rights in respect Inventory and supplies of Seller and its Affiliates; (b) to the Transferred extent transferable, the Permits held by Seller and its Affiliates; (c) the Owned Real Property; (iid) the tangible personal propertyAcquired Leases, and all subleases, licenses or concessions thereunder, including the right to all security deposits and other amounts and instruments deposited by, on behalf of, or for the benefit of, Seller or its Affiliates thereunder with respect to which Seller or any of its Affiliates is a party; (e) the machinery, equipment, mechanical vehicles, furniture, shelving, safes (with combinations and spare partskeys), supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media, fixtures, office equipment and other tangible personal property owned by Seller or any of its Subsidiaries, and all leases relating to the foregoing; (f) all of Seller’s or one of its Subsidiary’s rights, claims or causes of action against third parties relating to the assets, properties, business or operations of the Acquired Stores or the Distribution Center arising out of events or transactions occurring, or facts or circumstances existing, prior to the Closing Date (or the applicable Subsequent Closing Date or the Distribution Center Closing, as applicable); (i) all books and records (including all data and other information stored on discs, tapes or other media) of Seller or any kind of its Subsidiaries relating to the assets, properties, business and operations of the Acquired Stores and the Distribution Center (other than any Information Technology Assets, which are solely addressed in Section 2.01(a)(xviii) and Section 2.01(a)(xix)), that is but excluding (A) subject to Section 2.01(b)(vi), located at the Purchaser Occupied Real Property and used primarily in or primarily related to the Triage Business, (B) all personnel files other than as set forth on Schedule 2.01(a)(ii) or (C) located at the facility of a Third Party supplier to any Asset Seller Entity and used primarily in or primarily related to the Triage Business; (iii) the spare parts and calibration equipment located at the portion of the Transferred Real Property depicted on Schedule 2.01(a)(iii) that are used primarily in or primarily related to the Triage Business; (iv) subject to Section 2.04, (A) the rights under Contracts to which any Asset Seller Entity is a party that are used, but not exclusively, in the Triage Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a “Shared Contract”), in each case to the extent used in or related to the Triage Businessbelow, and (B) all rights under Tax Returns not relating solely to the Contracts Acquired Stores), and (ii) any and all medical records, billing records, prescriptions, prescription files and records, pharmacy customer lists, signature logs and patient profiles (the information in this clause (ii), collectively, “Seller Rx Data”) relating to customers of the Acquired Stores (which shall in any Asset event include no less than twenty four (24) months for any Seller Entity is a party that are exclusively used Rx Data of customers of the Acquired Stores maintained electronically or in hard copy, or for such longer period of time to the extent required by applicable Law and stored in the Triage Business or exclusively related to any Duplicate IT System and electronically available if not on the Duplicate IT System); provided, that, the “Purchased Asset or Assumed Liability (each such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi), (2) as provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii) or Section 2.01(b)(x) and (3) for Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity (including with respect to Information Technology Assets), which are intended to be addressed in Section 2.01(a)(v); (v) subject to Section 2.04, (A) all rights under the Exclusive Contracts listed on Schedule 2.01(a)(v)(A) and (B) the rights under the Shared Contracts listed on Schedule 2.01(a)(v)(B)” shall include, to the extent used available, personnel records limited to employment applications and hiring paperwork, compensation records, and the 2015 and 2016 overall annual performance reviews and ratings pertaining to Transferred Employees employed in the position of District Manager, Pharmacy District Manager, Human Resources District Manager, Asset Protection District Manager, Regional Vice President, Regional Pharmacy Vice President, Senior Human Resources Manager, or Regional Asset Protection Director; provided, further, however, that as a condition of transferring such records, (i) each subject Transferred Employee shall, to the extent required by applicable Law with respect to Transferred Employee, provide written consent for the transfer and shall waive all claims against Seller and any of its Affiliates related to the Triage Businesscontents or the transfer of such records, (ii) the Buyer shall acknowledge that the Seller and its Affiliates make no representations or warranties regarding the accuracy or completeness of such records and agree that it shall base no employment decisions on the records provided, and (iii) Buyer shall indemnify and hold the Seller Indemnified Parties harmless with respect to any claim or Loss related to Buyer’s receipt or use of the records transferred in accordance herewith; (vih) the rights under CBAs applicable to employees of the Contracts by Acquired Stores and between any Asset Seller Entity and (A) a Transferred Employee or (B) an independent contractor that is identified on the Triage Independent Contractor List, as updated pursuant to Section 7.01(b), in each case to the extent used in or related to the Triage BusinessDistribution Center; (viii) any cash and cash equivalents in the registers of any Acquired Stores as of the close of business on the Business Day immediately preceding the Closing Date (A) or the patents and patent applications listed on Schedule 2.01(a)(vii)(A) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof); and (B) the patents and patent applications listed on Schedule 2.01(a)(vii)(B) (including all reissues, divisions, continuations, continuations-in-part and extensions thereofapplicable Subsequent Closing Date) (the “Specified Patents”); provided that the Specified Patents also shall be subject to the license granted pursuant to Section 6.12(b); (viii) subject to Section 6.09, the Trademarks listed on Schedule 2.01(a)(viii); (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are used exclusively in the Triage Business (the “Exclusive Triage Know-How”), and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are (1) used in the Triage Business and that do not constitute Exclusive Triage Know-How, or (2) are set forth on Schedule 2.01(a)(ix)(A) (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(ix), collectively, with the Intellectual Property described in Section 2.01(a)(v), Section 2.01(a)(vii) and Section 2.01(a)(viii), the “Transferred Intellectual PropertyPurchased Cash”); (xj) subject to Section 2.04 all guarantees and warranties related to the extent transferable, Purchased Assets; (Ak) subject the right to Schedule 2.01(a)(ix)(A), use all telephone numbers and facsimile numbers; (l) the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that (1) are used exclusively in (x) the development programs conducted by the Asset Seller Entities with respect to the products that are set forth on Schedule 2.01(a)(x), as such development programs exist as Section 2.01(l) of the Closing, and (y) any other products in development for the Triage system as of the date of this Agreement, as evidenced by written records (the development programs and products in development described in this Section 2.01(a)(x)(A)(1), the “Development Projects”), or (2) was, prior to the date of this Agreement, used exclusively in the Discontinued Products and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities and that are not included in clause (A) of this Section 2.01(a)(x) and that (1) in the case of the Development Projects, is used therein as of the Closing and (2) in the case the Discontinued Products, was, prior to the date of this Agreement, used therein (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual Property”);Disclosure Schedules; and (xim) except as provided in Section 2.01(b)(xii), subject to Section 2.04 and to the extent transferable, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale of the Products, (B) any pending applications for the same and (C) the remaining rights of the Asset Seller Entities, if any, in Registrations previously used exclusively in the distribution, marketing, promotion, selling or offering for sale of the Products that have expired or terminated prior to the Closing Date; (xii) subject to Section 2.04 and to the extent transferable, the Governmental Authorizations held by the Asset Seller Entities used exclusively in or historical customer data related exclusively to the Triage Business or the Purchased Assets; Seller’s Wellness+ program (xiii) subject to Section 6.08, all advertising, marketing, training and promotional materials and all other printed or written materials, including website content and the design of such websites protected by applicable Law, in each case that is used exclusively in, or related exclusively to, the Triage Business; (xiv) all inventories used or intended for use in the Triage Business (the “Transferred Inventory”), including (A) raw materials, but solely to the extent used or intended for use in the Triage Business, and (B) all works in process, semi-finished and finished products, stores, replacement and spare parts, packaging and labelling materials, operating supplies and inventory on consignment, in transit or deposited in a warehouse, in each case to the extent used or intended for use in the Products; (xv) all credits, prepaid expenses, advance payments, security deposits, escrows and other prepaid items to the extent paid to a Third Party and to the extent directly related not transferable, Seller shall provide Buyer access to the Triage Business; such customer data (xvi) except to the extent related to or arising out of or in connection with any Excluded Liabilities or Excluded Assets, all claims, counterclaims, causes of action, choses in action, rights of recovery, reasonably practicable and rights of set-off of any kind (including all damages and payments for past, present or future infringement or misappropriation of Transferred Intellectual Property and the Additional Assigned Intellectual Property, the right to use and recover for past infringements or misappropriations of Transferred Intellectual Property and the Additional Assigned Intellectual Property, and any and all corresponding rights that have been, now or hereafter may be secured throughout the world with respect to any Transferred Intellectual Property and the Additional Assigned Intellectual Propertypermissible), in each case to the extent related to, arising out of or in connection with the Triage Business, the Purchased Assets or the Assumed Liabilities; (xvii) subject to Section 6.10, to the extent permitted by applicable Law, (A) sole ownership of Books, Records and Files and Tax Returns relating exclusively to the Triage Business, the Purchased Assets or the Assumed Liabilities, and (B) co-ownership of an undivided interest (with each Party retaining, subject to Section 6.04, the right to use, license, disclose, grant access to, transfer and convey the same without restriction except as expressly set forth in Sections 6.04(b), (c) and (d)) in any Books, Records and Files and Tax Returns to the extent relating to the Triage Business, the Purchased Assets or the Assumed Liabilities and not included in clause (A) of this Section 2.01(a)(xvii); provided that Seller may redact any information not related to the Triage Business from any Books, Records and Files or Tax Returns (the documents and other tangible and electronic embodiments of the items described in clauses (A) and (B) of this Section 2.01(a)(xvii), the “Triage Business Records”); (xviii) except for the items described in Section 2.01(a)(xix) and Section 2.01(b)(viii), and subject to Section 2.04, (A) the Information Technology Assets listed on Schedule 2.01(a)(xviii) and (B) (1) all rights under Exclusive Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets and (2) the rights under the Shared Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets, in the case of this subclause (2) to the extent used in or related to the Triage Business; (xix) all owned or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily used by the Transferred Employees; (xx) without duplication of the assets, rights and properties described in Sections 2.01(a)(ix) and (x), (A) the cell lines used exclusively in the Triage Business and described more particularly on Schedule 2.01(a)(xx)(A), and (B) an aliquot of the cell lines used both in the Triage Business and the Excluded Business and described more particularly on Schedule 2.01(a)(xx)(B); (xxi) the sample banks described on Schedule 2.01(a)(xxi); (xxii) the rights under Contracts (other than any license agreement for Intellectual Property) to which any Asset Seller Entity is a party, to the extent relating to the leasing, maintenance, outfitting, or other operation of the Transferred Real Property, but excluding (A) Contracts that exclusively relate to any activities of the Excluded Businesses that may be conducted at the Transferred Real Property, (B) Contracts that relate to the manufacture of products, and (C) any Ancillary Agreements; and (xxiii) all goodwill of the Triage Business as a going concern.

Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing (but subject to Section 2.10), Parent and each Asset Seller shall sell, convey, assign and transfer, or cause to be sold, conveyed, assigned and Seller shall cause the other applicable Asset Seller Entities transferred, to sell, convey, assign and transfer to the applicable Designated PurchaserBuyer, and Purchaser Buyer shall, or shall cause the other applicable Designated Purchasers one or more of its Affiliates to, purchase from the applicable Parent and each Asset Seller EntitiesSeller, free and clear of any Liens, all Encumbrances (other than Permitted Encumbrances), all of the right, title and interest of Seller and the other Asset Seller Entities, in and to the following assets, rights and properties of every kind and description (wherever located, whether tangible or intangible, real, personal or mixed) of Parent and its Affiliates that are primarily related to, used primarily in or held for use primarily in the operation of the Business as of the Closing Date (the “Purchased Assets”):), including the following: (i) all real property rights each parcel of Leased Real Property leased by Parent or an Asset Seller, including leasehold interests and leasehold improvements and tenant fixtures in respect of the Transferred Leased Real Property; (ii) the (A) all tangible personal propertyproperty used or held for use primarily in the operation of the Business, including machinery, equipment, training materials and equipment, mechanical and spare parts, supplies, packaging materials, owned and leased motor vehicles, mobile telephones, computer equipment, communications equipment, PDA bar code readers, fixtures, trade fixtures, tools, tooling, jigsdyes, cap and component molds, diesfurniture, production supplies, samples, media, fixturesfurnishings, office equipment and other tangible property of any kind (other than any Information Technology Assets, which are solely addressed in Section 2.01(a)(xviii) and Section 2.01(a)(xix)), that is (A) subject to Section 2.01(b)(vi), located at the Purchaser Occupied Real Property and used primarily in or primarily related to the Triage Business, (B) set forth on Schedule 2.01(a)(ii) or (C) located at the facility of a Third Party supplier to any Asset Seller Entity and used primarily in or primarily related to the Triage Business; (iii) the spare parts and calibration equipment located at the portion of the Transferred Real Property depicted on Schedule 2.01(a)(iii) that are used primarily in or primarily related to the Triage Business; (iv) subject to Section 2.04, (A) the rights under Contracts to which any Asset Seller Entity is a party that are used, but not exclusively, in the Triage Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a “Shared Contract”), in each case to the extent used in or related to the Triage Business, and (B) all rights under inventory of the Contracts to which any Asset Seller Entity is a party that are exclusively used in the Triage Business or exclusively related to any Purchased Asset or Assumed Liability (each such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi), (2) as provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii) or Section 2.01(b)(x) and (3) for Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity (including with respect to Information Technology Assets), which are intended to be addressed in Section 2.01(a)(v); (v) subject to Section 2.04, (A) all rights under the Exclusive Contracts listed on Schedule 2.01(a)(v)(A) and (B) the rights under the Shared Contracts listed on Schedule 2.01(a)(v)(B), to the extent used in or related to the Triage Business; (vi) the rights under the Contracts by and between any Asset Seller Entity and (A) a Transferred Employee or (B) an independent contractor that is identified on the Triage Independent Contractor List, as updated pursuant to Section 7.01(b), in each case to the extent used in or related to the Triage Business; (vii) (A) the patents and patent applications listed on Schedule 2.01(a)(vii)(A) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof); and (B) the patents and patent applications listed on Schedule 2.01(a)(vii)(B) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof) (the “Specified Patents”); provided that the Specified Patents also shall be subject to the license granted pursuant to Section 6.12(b); (viii) subject to Section 6.09, the Trademarks listed on Schedule 2.01(a)(viii); (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are used exclusively in the Triage Business (the “Exclusive Triage Know-How”), and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are (1) used in the Triage Business and that do not constitute Exclusive Triage Know-How, or (2) are set forth on Schedule 2.01(a)(ix)(A) (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(ix), collectively, with the Intellectual Property described in Section 2.01(a)(v), Section 2.01(a)(vii) and Section 2.01(a)(viii), the “Transferred Intellectual Property”); (x) subject to Section 2.04 and to the extent transferable, (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that (1) are used exclusively in (x) the development programs conducted by the Asset Seller Entities with respect to the products that are set forth on Schedule 2.01(a)(x), as such development programs exist as of the Closing, and (y) any other products in development for the Triage system as of the date of this Agreement, as evidenced by written records (the development programs and products in development described in this Section 2.01(a)(x)(A)(1), the “Development Projects”), or (2) was, prior to the date of this Agreement, used exclusively in the Discontinued Products and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities and that are not included in clause (A) of this Section 2.01(a)(x) and that (1) in the case of the Development Projects, is used therein as of the Closing and (2) in the case the Discontinued Products, was, prior to the date of this Agreement, used therein (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual Property”); (xi) except as provided in Section 2.01(b)(xii), subject to Section 2.04 and to the extent transferable, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale of the Products, (B) any pending applications for the same and (C) the remaining rights of the Asset Seller Entities, if any, in Registrations previously used exclusively in the distribution, marketing, promotion, selling or offering for sale of the Products that have expired or terminated prior to the Closing Date; (xii) subject to Section 2.04 and to the extent transferable, the Governmental Authorizations held by the Asset Seller Entities used exclusively in or related exclusively to the Triage Business or the Purchased Assets; (xiii) subject to Section 6.08, all advertising, marketing, training and promotional materials and all other printed or written materials, including website content and the design of such websites protected by applicable Law, in each case that is used exclusively in, or related exclusively to, the Triage Business; (xiv) all inventories used or intended for use in the Triage Business (the “Transferred Inventory”), including (A) raw materials, but solely to the extent used or intended for use in the Triage Business, and (B) all works in process, semi-finished and finished products, stores, replacement products and spare parts, packaging and labelling materials, operating supplies and inventory inventories of finished products on consignment, whether in transit or deposited in a warehouse; (iii) the Subsidiary Plans; (iv) (A) sole ownership of all employee handbooks, employment policies and procedures, and compliance policies and procedures that are exclusively used in the Business or with respect to Business Employees (provided that, subject to Section 5.15(d), Parent may keep copies of all such documents and may use all such documents with respect to any Continuing Employee who has a Delayed Transfer Date, until such Delayed Transfer Date) and (B) joint ownership (and, subject to Section 5.15(e), the right to use and disclose the same with no further obligations to Parent or any of its Affiliates) and a copy in a mutually-agreed format of all employee handbooks, employment policies and procedures, and compliance policies and procedures that are otherwise used in the Business or with respect to Business Employees; (v) (A) the Business Transferred Intellectual Property (subject to the Seller In-License Agreement and subject to joint ownership of certain software as set forth in the Xxxx of Sale (Software) attached as Exhibit B-2 hereto) and all physical and tangible materials embodying or incorporating same, including source code, website content and documentation), (B) all IT Assets used in the Business (the “IT System”) and (C) all IT Contracts; (vi) Registrations primarily related to products currently being manufactured, marketed and sold by the Business, or primarily related to future products or product lines being developed by the Business, in each case to the extent used transferable, and supported by and including: (A) the original documents, to the extent originals are available, under the possession of Parent or intended for use the Asset Sellers (or that are accessible to Parent or the Asset Sellers using commercially reasonable efforts) evidencing such Registrations and all related Registration applications and correspondence with Governmental Authorities regarding such Registration applications, and all memoranda or other documents that address whether new Registration applications are necessary as a result of proposed changes in products; and (B) all other regulatory and clinical documents required to be kept by Law with respect to such products, future products or product lines, including all documents required to be kept under the ProductsFDA Quality System Regulation or any other Law regulating the design or manufacture of medical devices, design history files, technical files, drawings, manufacturing, packaging and labeling specifications, validation documentation, quality control standards, other documentation, research tools, laboratory notebooks, files and correspondence with and reports and applications to Governmental Authorities, and all relevant pricing information and correspondence with Governmental Authorities with respect to such pricing matters; (xvvii) all creditsPermits (other than Registrations), prepaid expenses, advance payments, security deposits, escrows and other prepaid items to the extent paid to a Third Party and to transferable under applicable Law, primarily related to, or primarily used in, the extent directly related to operation of the Triage Business; (xviviii) subject to Sections 5.05(c) and 5.06(a), any Contract primarily related to, or primarily used in, the operation of the Business; (ix) all prepayments, security and utility deposits, rebates, refunds (other than refunds for Taxes attributable to a Pre-Closing Tax Period, determined in accordance with the principles of Section 7.01) and other prepaid expenses exclusively related to, or exclusively used in, the Business; (x) except with respect to the assets described in Section 2.01(a)(v) (which are solely dealt with pursuant to such Section), (A) sole ownership and all originals and copies of all Books, Records and Files that are exclusively related to, or used exclusively in, the Business (provided that counsel for Parent may keep one copy, solely to the extent related such retention is required by applicable Law or for audit or evidentiary purposes, provided that use of and access to or arising out of or in connection with the same shall be limited to the above purposes and Parent may use all such documents relating to any Excluded Liabilities or Excluded AssetsContinuing Employee who has a Delayed Transfer Date, all claimsuntil such Delayed Transfer Date) and (B) joint ownership (and, counterclaims, causes of action, choses in action, rights of recovery, and rights of set-off of any kind (including all damages and payments for past, present or future infringement or misappropriation of Transferred Intellectual Property and the Additional Assigned Intellectual Propertysubject to Section 5.15(e), the right to use and recover for past infringements disclose the same with no further obligations to Parent or misappropriations any of Transferred Intellectual Property its Affiliates) and the Additional Assigned Intellectual Property, and any and all corresponding rights that have been, now or hereafter may be secured throughout the world with respect to any Transferred Intellectual Property and the Additional Assigned Intellectual Property), in each case to the extent related to, arising out of or in connection with the Triage Business, the Purchased Assets or the Assumed Liabilities; a copy (xvii) subject to Section 6.10, to the extent permitted by applicable Law, (A5.08 on delivery timing) sole ownership in a mutually-agreed format of all Books, Records and Files that are owned and Tax Returns relating exclusively to controlled by Parent or any of its Affiliates (other than the Triage Transferred Subsidiaries) and that otherwise relate to, or are used in, the operation of the Business, in each case other than any Excluded Assets of the Purchased Assets type described in Section 2.01(b)(ix) or 2.01(b)(x) (the Assumed Liabilities, and (B) co-ownership of an undivided interest (with each Party retaining, subject to Section 6.04, the right to use, license, disclose, grant access to, transfer and convey the same without restriction except as expressly set forth in Sections 6.04(b), (c) and (d)) in any foregoing Books, Records and Files and Tax Returns to the extent relating to the Triage Business, the Purchased Assets or the Assumed Liabilities and not included in clause (A) of this Section 2.01(a)(xvii); provided that Seller may redact any information not related to the Triage Business from any Books, Records and Files or Tax Returns (the documents and other tangible and electronic embodiments of the items described in clauses (A) and (B) of this and in Section 2.01(a)(xvii2.01(a)(vi), the “Triage Business Transferred Books and Records”); (xviiixi) except all goodwill of the Business as a going concern (excluding any goodwill associated with the name of any Affiliate that is not a Transferred Subsidiary and that does not incorporate the name Halyard); (xii) all Tax Returns exclusively related to the Purchased Assets or the Business; (xiii) the Owned Real Property owned by an Asset Seller; (xiv) all insurance policies issued solely for the items described in benefit of the Business as set forth on Section 2.01(a)(xix2.01(a)(xiv) and Section 2.01(b)(viii)of the Seller Disclosure Schedule; (xv) all claims, causes of action, rights of recovery, rights of set-off, and subject to Section 2.04warranties (at any time or in any manner arising or existing, (A) the Information Technology Assets listed on Schedule 2.01(a)(xviii) and (B) (1) all rights under Exclusive Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of whether xxxxxx or currently used in the use of such Information Technology Assets and (2) the rights under the Shared Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of inchoate, known or currently used in the use of such Information Technology Assetsunknown, in the case of this subclause (2contingent or otherwise) to the extent used in or related to the Triage Business; (xix) all owned Business or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily used by the Transferred Employees; (xx) without duplication of the assets, rights and properties described in Sections 2.01(a)(ix) and (x), (A) the cell lines used exclusively in the Triage Business and described more particularly on Schedule 2.01(a)(xx)(A)any Purchased Assets, and all defenses and rights of offset or counterclaim relating to the Assumed Liabilities, in each case including all proceeds, monies and recoveries therefrom received following the Agreement Date (B) an aliquot of the cell lines used both in the Triage Business and the Excluded Business and described more particularly on Schedule 2.01(a)(xx)(B“Claim Recovery Proceeds”); (xxixvi) all unreinvested insurance proceeds with respect to any casualty loss occurring between the sample banks described on Schedule 2.01(a)(xxi); (xxii) date of this Agreement and the rights under Contracts (other than any license agreement for Intellectual Property) to which any Asset Seller Entity is a partyClosing Date, to the extent relating to the leasing, maintenance, outfitting, Purchased Assets or other operation a Transferred Subsidiary (to the extent such proceeds are not held by a Transferred Subsidiary) (the “Unreinvested Insurance Proceeds”); (xvii) the properties and assets set forth on Section 2.01(a)(xvii) of the Transferred Real Property, but excluding (A) Contracts that exclusively relate to any activities of the Excluded Businesses that may be conducted at the Transferred Real Property, (B) Contracts that relate to the manufacture of products, and (C) any Ancillary AgreementsSeller Disclosure Schedule; and (xxiiixviii) all goodwill consideration received upon a sale of the Triage Business as a going concernMinority Investment, which sale is required under the terms of the Governing Documents of the Minority Investment (the “Minority Investment Sale Proceeds”). For the avoidance of doubt, all assets, rights and properties of the Transferred Subsidiaries (other than any Excluded Assets) shall remain assets, rights and properties of the Transferred Subsidiaries and shall not be deemed Purchased Assets hereunder.

Purchased Assets. Upon On the terms and subject to the conditions of set forth in this Agreement, at on the ClosingClosing Date, the Buyer shall purchase from the Seller and the Seller shall sell, conveytransfer, assign and transfer, and Seller shall cause the other applicable Asset Seller Entities to sell, convey, assign and transfer deliver to the applicable Designated PurchaserBuyer, pursuant to a Xxxx of Sale and Purchaser shallAssignment (the "Xxxx of Sale") to be executed and delivered at closing in the form attached hereto as Exhibit A, or shall cause all of the other applicable Designated Purchasers toSeller's right, purchase from title and interest in and to the applicable Asset following assets of the Seller Entitiesto the extent used primarily in the conduct of the Business, wherever located (collectively, the "Purchased Assets") in each case free and clear of any Liensand all Security Interests: (a) all machinery, computer equipment and other equipment, together with all parts, tools and accessories relating thereto, and other tangible personal property, including but not limited to those specifically listed on Schedule 1.1 (a) attached hereto ("Equipment"); --------------- (b) all inventory and supplies reflected on the Latest Balance Sheet (to the extent not sold, leased, consigned or otherwise disposed of in the Ordinary Course of Business prior to Closing) and other inventory and supplies acquired prior to Closing and reflected on the Closing Balance Sheet ("Inventory"); (c) subject to Section 5.13, all packaging materials and other supplies; (d) all goodwill directly incident to or directly associated with the Business, and only the Business, as a going concern, all customer lists and all other information and data relating to the customers or suppliers, and, whether or not registered, all design and product patents, trademarks, tradenames and service marks (including, without limitation, the name "SureMed" and all combinations with the foregoing), together with all goodwill associated therewith, all copyrightable works and works of authorship, whether or not registered, computer programs and software, (inclusive of all source code and related source code documentation), URLs and domain names, computer software documentation, trade secrets, and all processes, ideas, inventions and know how whether or not patentable, engineering drawings, plans and product specifications, promotional displays and materials, including all the Intellectual Property embodied by or otherwise related to any of the foregoing, and any registrations, applications, continuations and continuations-in-part related to any of the foregoing ("Intangible Assets"); (e) all contracts, arrangements, purchase orders, commitments and other agreements of the Seller ("Contracts") listed in Part 3.10 of the Seller Disclosure Schedule attached hereto and all Contracts which, by virtue of the provisions of Section 3.10, are not required to be disclosed in Part 3.10 of the Seller Disclosure Schedule (collectively, the "Assigned Contracts"), except the Excluded Leases (as defined in Section 1.2(c)), Foreign Customer Contracts, the contract between Seller and Allegiance Healthcare Corporation dated as of October 1, 1996 (the "Allegiance Contract") and other Contracts (the "Excluded Contracts") which are identified on Schedule 1.1(e) attached hereto; --------------- (f) all business and operating Permits (as defined in Section 3.15) and product registrations, to the extent assignable; (g) all data, books, files and records (provided that Seller may retain copies thereof), other than Permitted Encumbrancesthe original records, all files and other information kept for financial reporting purposes, copies of which shall be provided to Buyer and considered Purchased Assets, or income tax purposes, and other than original records, files, invoices and other information related to the right, title and interest of Seller product leases and the Foreign Customer Contracts, copies of which shall be provided to Buyer and considered Purchased Assets, ("Business Records"); (h) all deposits, refunds, prepaid rentals, leases and licenses, catalog, packaging, promotional, trade show, advertising and royalty expenditures and unbilled charges and credits, and other Asset Seller Entities, in and prepaid assets to the following assets, rights extent reflected on the Latest Balance Sheet (to the extent not exhausted or realized prior to Closing) and properties (other prepaid assets generated prior to Closing as reflected on the “Purchased Assets”):Closing Balance Sheet; (i) all real property rights in respect of the Transferred Real Property; (ii) the tangible personal property, including machinery, equipment, mechanical and spare parts, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media, fixtures, office equipment and other tangible property of any kind (other than any Information Technology Assets, which are solely addressed in Section 2.01(a)(xviii) and Section 2.01(a)(xix)), that is (A) subject to Section 2.01(b)(vi), located at the Purchaser Occupied Real Property and used primarily in or primarily related to the Triage Business, (B) set forth on Schedule 2.01(a)(ii) or (C) located at the facility of a Third Party supplier to any Asset Seller Entity and used primarily in or primarily related to the Triage Business; (iii) the spare parts and calibration equipment located at the portion of the Transferred Real Property depicted on Schedule 2.01(a)(iii) that are used primarily in or primarily related to the Triage Business; (iv) subject to Section 2.04, (A) the rights under Contracts to which any Asset Seller Entity is a party that are used, but not exclusively, in the Triage Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a “Shared Contract”), in each case to the extent used in or related to the Triage Business, and (B) all rights under the Contracts to which any Asset Seller Entity is a party that are exclusively used in the Triage Business or exclusively related to any Purchased Asset or Assumed Liability (each such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi), (2) as provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii) or Section 2.01(b)(x) and (3) for Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity (including with respect to Information Technology Assets), which are intended to be addressed in Section 2.01(a)(v); (v) subject to Section 2.04, (A) all rights under the Exclusive Contracts listed on Schedule 2.01(a)(v)(A) and (B) the rights under the Shared Contracts listed on Schedule 2.01(a)(v)(B), to the extent used in or related to the Triage Business; (vi) the rights under the Contracts by and between any Asset Seller Entity and (A) a Transferred Employee or (B) an independent contractor that is identified on the Triage Independent Contractor List, as updated pursuant to Section 7.01(b), in each case to the extent used in or related to the Triage Business; (vii) (A) the patents and patent applications listed on Schedule 2.01(a)(vii)(A) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof); and (B) the patents and patent applications listed on Schedule 2.01(a)(vii)(B) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof) (the “Specified Patents”); provided that the Specified Patents also shall be subject to the license granted pursuant to Section 6.12(b); (viii) subject to Section 6.09, the Trademarks listed on Schedule 2.01(a)(viii); (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are used exclusively in the Triage Business (the “Exclusive Triage Know-How”), and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are (1) used in the Triage Business and that do not constitute Exclusive Triage Know-How, or (2) are set forth on Schedule 2.01(a)(ix)(A) (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(ix), collectively, with the Intellectual Property described in Section 2.01(a)(v), Section 2.01(a)(vii) and Section 2.01(a)(viii), the “Transferred Intellectual Property”); (x) subject to Section 2.04 and to the extent transferable, (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that (1) are used exclusively in (x) the development programs conducted by the Asset Seller Entities with respect to the products that are set forth on Schedule 2.01(a)(x), as such development programs exist as of the Closing, and (y) any other products in development for the Triage system as of the date of this Agreement, as evidenced by written records (the development programs and products in development described in this Section 2.01(a)(x)(A)(1), the “Development Projects”), or (2) was, prior to the date of this Agreement, used exclusively in the Discontinued Products and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities and that are not included in clause (A) of this Section 2.01(a)(x) and that (1) in the case of the Development Projects, is used therein as of the Closing and (2) in the case the Discontinued Products, was, prior to the date of this Agreement, used therein (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual Property”); (xi) except as provided in Section 2.01(b)(xii), subject to Section 2.04 and to the extent transferable, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale of the Products, (B) any pending applications for the same and (C) the remaining rights of the Asset Seller Entities, if any, in Registrations previously used exclusively in the distribution, marketing, promotion, selling or offering for sale of the Products that have expired or terminated prior to the Closing Date; (xii) subject to Section 2.04 and to the extent transferable, the Governmental Authorizations held by the Asset Seller Entities used exclusively in or related exclusively to the Triage Business or the Purchased Assets; (xiii) subject to Section 6.08, all advertising, marketing, training and promotional materials and all other printed or written materials, including website content and the design of such websites protected by applicable Law, in each case that is used exclusively in, or related exclusively to, the Triage Business; (xiv) all inventories used or intended for use in the Triage Business (the “Transferred Inventory”), including (A) raw materials, but solely to the extent used or intended for use in the Triage Business, and (B) all works in process, semi-finished and finished products, stores, replacement and spare parts, packaging and labelling materials, operating supplies and inventory on consignment, in transit or deposited in a warehouse, in each case to the extent used or intended for use in the Products; (xv) all credits, prepaid expenses, advance payments, security deposits, escrows and other prepaid items to the extent paid to a Third Party and to the extent directly related to the Triage Business; (xvi) except to the extent related to or arising out of or in connection with any Excluded Liabilities or Excluded Assets, all claims, counterclaimswarranties, choses of action, causes of action, choses in action, rights of recovery, recovery and rights of set-off of any kind (including all damages and payments for past, present or future infringement or misappropriation of Transferred Intellectual Property and the Additional Assigned Intellectual Property, the right to use and recover for past infringements or misappropriations of Transferred Intellectual Property and the Additional Assigned Intellectual Property, and any and all corresponding rights that have been, now or hereafter may be secured throughout the world with respect to any Transferred Intellectual Property and the Additional Assigned Intellectual Property), in each case to the extent related to, arising out of or in connection with the Triage Business, the Purchased Assets or the Assumed Liabilities; (xvii) subject to Section 6.10, to the extent permitted by applicable Law, (A) sole ownership of Books, Records and Files and Tax Returns relating exclusively to the Triage Business, the Purchased Assets or the Assumed Liabilities, and (B) co-ownership of an undivided interest (with each Party retaining, subject to Section 6.04, the right to use, license, disclose, grant access to, transfer and convey the same without restriction except as expressly set forth in Sections 6.04(b), (c) and (d)) in any Books, Records and Files and Tax Returns to the extent relating to the Triage Business, the Purchased Assets or the Assumed Liabilities and not included in clause (A) of this Section 2.01(a)(xvii); provided that Seller may redact any information not related or relating primarily to the Triage Business from any Books, Records and Files or Tax Returns (the documents and other tangible and electronic embodiments of the items described in clauses (A) and (B) of this Section 2.01(a)(xvii), the “Triage Business Records”); (xviii) except for the items described in Section 2.01(a)(xix) and Section 2.01(b)(viii), and subject to Section 2.04, (A) the Information Technology Assets listed on Schedule 2.01(a)(xviii) and (B) (1) all rights under Exclusive Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets and (2) the rights under the Shared Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets, in the case of this subclause (2) to the extent used in or related to the Triage Business; (xixj) all owned or leased desktop computersrights to receive and retain mail and other communications relating to the Purchased Assets, laptops, tablets, mobile phones and similar assets primarily used by the Transferred EmployeesAssumed Liabilities and/or the Business; (xxk) without duplication of Seller's right, title and interest in and to all goods produced by the assets, rights and properties described in Sections 2.01(a)(ix) and (x), (A) Business that are returned by a customer after the cell lines used exclusively in the Triage Business and described more particularly on Schedule 2.01(a)(xx)(A), and (B) an aliquot of the cell lines used both in the Triage Business and the Excluded Business and described more particularly on Schedule 2.01(a)(xx)(B)Closing; (xxi) the sample banks described on Schedule 2.01(a)(xxi); (xxii) the rights under Contracts (other than any license agreement for Intellectual Property) to which any Asset Seller Entity is a party, to the extent relating to the leasing, maintenance, outfitting, or other operation of the Transferred Real Property, but excluding (A) Contracts that exclusively relate to any activities of the Excluded Businesses that may be conducted at the Transferred Real Property, (B) Contracts that relate to the manufacture of products, and (C) any Ancillary Agreements; and (xxiiil) all goodwill other properties and assets of the Triage Business as a going concernevery kind, character or description except Excluded Assets.

Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shall, and shall sellcause their respective Affiliates (as applicable) to, convey, assign and transfer, assign, convey and Seller shall cause the other applicable Asset Seller Entities deliver to sell, convey, assign and transfer to the applicable Designated PurchaserBuyer, and Purchaser shall, or Buyer shall cause the other applicable Designated Purchasers to, purchase from the applicable Asset Seller Entitiespurchase, free and clear of any Liens, all Encumbrances (other than Permitted EncumbrancesEncumbrances and Encumbrances created by Buyer), all of the right, title and interest of the Seller Parties and the other Asset Seller Entitiessuch Affiliates in, in to and to under the following assetsassets of the Seller Parties and such Affiliates, rights as the same shall exist on the Closing Date (the assets of the Seller Parties and properties such Affiliates set forth below in clauses (a) through (q) of this Section 1.1 are collectively referred to herein as the “Purchased Assets”): (i) all real property rights in respect of the Transferred Real Property; (iia) the tangible personal property, including machinery, equipment, mechanical and spare parts, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media, fixtures, office equipment and other tangible property of any kind (other than any Information Technology Assets, which are solely addressed in Section 2.01(a)(xviii) and Section 2.01(a)(xix)), that is (A) subject to Section 2.01(b)(vi), located at the Purchaser Occupied Real Property and used primarily in or primarily related to the Triage Business, (B) Business Contracts set forth on Schedule 2.01(a)(iiA (together with the Transferring Real Property Leases, the “Assigned Contracts”) or (C) located at the facility of a Third Party supplier to any Asset Seller Entity and used primarily in or primarily all reserves, security and other deposits, advances and prepaid expenses and credits related to the Triage Business; (iii) the spare parts and calibration equipment located at the portion of the Transferred Real Property depicted on Schedule 2.01(a)(iii) that are used primarily in Assigned Contracts or primarily related to the Triage Business; (iv) subject to Section 2.04, (A) the rights under Contracts to which any Asset Seller Entity is a party that are used, but not exclusively, in the Triage Business or relate, but not exclusively, to any other Purchased Asset or Assumed Liability (each such Contract, a “Shared Contract”)Assets, in each case to the extent used in or related to the Triage Business, and (B) all rights under the Contracts to which any Asset Seller Entity is held by a party that are exclusively used in the Triage Business or exclusively related to any Purchased Asset or Assumed Liability (each such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi), (2) as provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii) or Section 2.01(b)(x) and (3) for Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity (including with respect to Information Technology Assets), which are intended to be addressed in Section 2.01(a)(v)third party; (v) subject to Section 2.04, (A) all rights under the Exclusive Contracts listed on Schedule 2.01(a)(v)(A) and (Bb) the rights under the Shared Contracts listed on Schedule 2.01(a)(v)(B), to the extent used in or related to the Triage BusinessOwned Real Property; (vic) the rights under the Contracts by and between any Asset Seller Entity and (A) a Transferred Employee or (B) an independent contractor that is identified on the Triage Independent Contractor List, as updated pursuant to Section 7.01(b), in each case to the extent used in or related to the Triage Business; (vii) (A) the patents and patent applications listed on Schedule 2.01(a)(vii)(A) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof); and (B) the patents and patent applications listed on Schedule 2.01(a)(vii)(B) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof) (the “Specified Patents”); provided that the Specified Patents also shall be subject to the license granted pursuant to Section 6.12(b); (viii) subject to Section 6.09, the Trademarks listed on Schedule 2.01(a)(viii); (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Real Property owned by the Asset Seller Entities that are used exclusively in the Triage Business (the “Exclusive Triage Know-How”), and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are (1) used in the Triage Business and that do not constitute Exclusive Triage Know-How, or (2) are Leases set forth on Schedule 2.01(a)(ix)(A) A (the Antibody Assets and other Know-How and Other Intellectual “Transferring Real Property described in this Section 2.01(a)(ix), collectively, with the Intellectual Property described in Section 2.01(a)(v), Section 2.01(a)(vii) and Section 2.01(a)(viii), the “Transferred Intellectual PropertyLeases”); (xd) subject to Section 2.04 all inventory and to supplies used in connection with the extent transferable, (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that (1) are used exclusively in (x) the development programs conducted by the Asset Seller Entities with respect to the products that are set forth on Schedule 2.01(a)(x), as such development programs exist as operation of the Closing, and (y) any other products in development for the Triage system as of the date of this Agreement, as evidenced by written records (the development programs and products in development described in this Section 2.01(a)(x)(A)(1), the “Development Projects”), or (2) was, prior to the date of this Agreement, used exclusively in the Discontinued Products and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities and that are not included in clause (A) of this Section 2.01(a)(x) and that (1) in the case of the Development Projects, is used therein Business as of the Closing Date, and (2) in the case the Discontinued Products, was, prior to the date of this Agreement, used therein (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual Property”)all applicable warranties against manufacturers or vendors; (xie) except as provided in Section 2.01(b)(xii), subject to Section 2.04 and to the extent transferable, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale all of the Productsowned personal property and equipment, (B) any pending applications for including owned furniture, fixtures and laboratory equipment, used in connection with the same and (C) the remaining rights operation of the Asset Seller Entities, if any, in Registrations previously used exclusively in the distribution, marketing, promotion, selling or offering for sale Business as of the Products that have expired Closing Date and all applicable warranties against manufacturers or terminated prior to the Closing Datevendors; (xiif) subject to Section 2.04 all customer accounts of the Business Customers, copies or originals of any and to the extent transferableall past and pending documents of sales and service information and data, the Governmental Authorizations held by the Asset Seller Entities used exclusively in or related exclusively to the Triage Business or the Purchased Assets; Customer and vendor lists, pricing and cost information, billing records, sales and promotional literature (xiii) subject to Section 6.08including marketing, all advertising, marketingpromotional, sales and training materials), payor lists, inventory cost records, quality control records and promotional materials procedures, machinery and all other printed or written equipment records, mailing lists, purchase orders, Business Customer files and records (including correspondence) and sample materials, including website content lists of courier routes and the design of such websites protected by applicable LawBusiness Customer requirements and ordering patterns, in each case case, in any form or medium, that is are used exclusively in, or related exclusively to, held for use in the Triage operation or conduct of the Business; (xivg) all inventories used or intended for use in the Triage Business (the “Transferred Inventory”), including (A) raw materials, but solely to the extent used or intended for use in the Triage Business, and (B) all works in process, semi-finished and finished products, stores, replacement and spare parts, packaging and labelling materials, operating supplies and inventory on consignment, in transit or deposited in a warehouse, in each case to the extent used or intended for use in the Products; (xv) all credits, prepaid expenses, advance payments, security deposits, escrows and other prepaid items to the extent paid to a Third Party and to the extent directly related to the Triage Business; (xvi) except to the extent related to or arising out of or in connection with any Excluded Liabilities or Excluded Assets, all claims, counterclaims, causes of action, choses in action, rights of recovery, recovery and rights of set-off of any kind against third parties relating to the Business or the Purchased Assets, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent, in each case, relating to matters arising after the Closing Date; (h) the benefit of and all rights to enforce any covenants, warranties, representations or guarantees under the Assigned Contracts (including all damages and payments for past, present covenants or future infringement warranties made by any Person in connection with the Assigned Contracts or misappropriation of Transferred Intellectual Property and the Additional Assigned Intellectual Property, the right to use and recover for past infringements or misappropriations of Transferred Intellectual Property and the Additional Assigned Intellectual Property, and any and all corresponding rights that have been, now or hereafter may be secured throughout the world with respect services furnished to any Transferred Intellectual Property and Seller Party affecting the Additional Assigned Intellectual PropertyContracts), in each case case, relating to matters arising from and after the Closing Date; (i) to the extent related tootherwise not specified in this Section 1.1, arising out of or in connection with and to the Triage Businessextent assignable, assumable prepaid expenses, claims for refunds and rights to offset that relate to the Assumed Liabilities and the Purchased Assets or the Assumed LiabilitiesAssets; (xviij) subject all Standing Orders, Hold Orders and future orders arising from the Business; (k) all of the Seller Parties’ rights to Section 6.10email addresses, telephone and facsimile numbers primarily used in the operation of the Business, to the extent permitted by applicable Law, transferable; (Al) sole ownership copies of Books, Records all books and Files and Tax Returns records of the Seller Parties exclusively relating exclusively to the Triage Business, Business including (i) all records with respect to patients of the Purchased Assets Business and any Standing Orders or other orders that are placed but not performed prior to the Assumed Liabilities, Closing and (Bii) copersonnel records including certification, vaccination and work authorization records; (m) the Material Permits set forth on Schedule A; (n) the laboratory-ownership related IT Assets used in the operation of an undivided interest the Business as of the Closing Date; (with each Party retaining, subject o) those rights in certain service marks to Section 6.04, the right to use, license, disclose, grant access to, transfer and convey the same without restriction except as expressly extent set forth in Sections 6.04(b)the IP Agreement; (p) the goodwill, (c) going concern value and (d)) other intangible assets associated with the assets described in any Books, Records and Files and Tax Returns the foregoing clauses or otherwise generated by or related to the extent relating to Business; and (q) all other assets, whether tangible or intangible, primarily used in the Triage Business, the Purchased Assets or the Assumed Liabilities Business and not included in clause (A) of this Section 2.01(a)(xvii); provided that Seller may redact any information not related to the Triage Business from any Books, Records and Files or Tax Returns (the documents and other tangible and electronic embodiments of the items described in clauses (A) and (B) of this Section 2.01(a)(xvii), the “Triage Business Records”); (xviii) except for the items described in Section 2.01(a)(xix) and Section 2.01(b)(viii), and subject to Section 2.04, (A) the Information Technology Assets listed on Schedule 2.01(a)(xviii) and (B) (1) all rights under Exclusive Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets and (2) the rights under the Shared Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets, in the case of this subclause (2) to the extent used in or related to the Triage Business; (xix) all owned or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily used by the Transferred Employees; (xx) without duplication of the assets, rights and properties described in Sections 2.01(a)(ix) and (x), (A) the cell lines used exclusively in the Triage Business and described more particularly on Schedule 2.01(a)(xx)(A), and (B) an aliquot of the cell lines used both in the Triage Business and the Excluded Business and described more particularly on Schedule 2.01(a)(xx)(B); (xxi) the sample banks described on Schedule 2.01(a)(xxi); (xxii) the rights under Contracts (other than any license agreement for Intellectual Property) to which any Asset Seller Entity is a party, to the extent relating to the leasing, maintenance, outfitting, or other operation of the Transferred Real Property, but excluding (A) Contracts that exclusively relate to any activities of the Excluded Businesses that may be conducted at the Transferred Real Property, (B) Contracts that relate to the manufacture of products, and (C) any Ancillary Agreements; and (xxiii) all goodwill of the Triage Business as a going concernAssets.

Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing and effective as of the time set forth in Section 2.6(a), Seller shall sell, convey, assign and transferTransfer to Buyer, and Seller Buyer shall cause the other applicable Asset Seller Entities to sell, convey, assign purchase and transfer to the applicable Designated Purchaser, and Purchaser shall, or shall cause the other applicable Designated Purchasers to, purchase acquire from the applicable Asset Seller Entities, free and clear of any Liens, other than Permitted EncumbrancesSeller, all of the Seller's right, title and interest of Seller and the other Asset Seller Entities, in and to all of Seller's property and assets, real, personal or mixed, tangible or intangible, of every kind and description, wherever located, owned by Seller and relating primarily to the Business, and any and all goodwill associated therewith, including the following assets, rights and properties but excluding the Excluded Assets (such assets, excluding the “Excluded Assets, the "Purchased Assets”"): (i) all real property rights in respect of the Transferred Real PropertyCheswick Facility; (ii) the tangible personal property, including machinery, equipment, mechanical and spare parts, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media, fixtures, office equipment and other tangible property of any kind (other than any Information Technology Assets, which are solely addressed in Section 2.01(a)(xviii) and Section 2.01(a)(xix)), that is (A) subject to Section 2.01(b)(vi), located at the Purchaser Occupied Real Property and used primarily in or primarily related to the Triage Business, (B) set forth on Schedule 2.01(a)(ii) or (C) located at the facility of a Third Party supplier to any Asset Seller Entity and used primarily in or primarily related to the Triage BusinessMount Pleasant Lease; (iii) the spare parts and calibration equipment located at the portion of the Transferred Real Property depicted on Schedule 2.01(a)(iii) that are used primarily in or primarily related to the Triage BusinessFixed Assets; (iv) subject to Section 2.04, (A) the rights under Contracts to which any Asset Seller Entity is a party that are used, but not exclusively, in the Triage Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a “Shared Contract”), in each case to the extent used in or related to the Triage Business, and (B) all rights under the Contracts to which any Asset Seller Entity is a party that are exclusively used in the Triage Business or exclusively related to any Purchased Asset or Assumed Liability (each such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi), (2) as provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii) or Section 2.01(b)(x) and (3) for Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity (including with respect to Information Technology Assets), which are intended to be addressed in Section 2.01(a)(v)Inventory; (v) subject to Section 2.04, (A) all rights under the Exclusive Contracts listed on Schedule 2.01(a)(v)(A) and (B) the rights under the Shared Contracts listed on Schedule 2.01(a)(v)(B), to the extent used in or related to the Triage BusinessEquipment; (vi) the rights under the Contracts by and between any Asset Seller Entity and (A) a Transferred Employee or (B) an independent contractor that is identified on the Triage Independent Contractor List, as updated pursuant to Section 7.01(b), in each case to the extent used in or related to the Triage BusinessMotor Vehicles; (vii) (A) all contracts, purchase orders, leases of personal property, commitments, bids, orders, proposals, instruments and other agreements entered into in the patents Ordinary Course of Business on behalf of the Division and patent applications listed relating primarily to the Business and existing on Schedule 2.01(a)(vii)(A) (including all reissues, divisions, continuations, continuations-in-part the Closing Date and extensions thereof); and (B) the patents and patent applications listed on Schedule 2.01(a)(vii)(B) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof) (the “Specified Patents”); provided that rights to the Specified Patents also shall be subject to Contracts as provided in the license granted pursuant to Section 6.12(bAssignment of Specified Contracts (collectively, the "Assumed Contracts"); (viii) subject to Section 6.09all trade secrets, know-how, industrial designs, formulas, processes and other confidential and proprietary information owned by Seller and used primarily in the Business (collectively, "Trade Secrets"), the Trademarks other Intellectual Property listed on Schedule 2.01(a)(viiiin Annex 5, and the goodwill associated therewith (the "Purchased Intellectual Property"); (Aix) subject copies of all books, records, ledgers, files, data, documents and correspondence relating to Schedule 2.01(a)(ix)(A)the Business, the Antibody Assetsincluding customer, supplier or other Know-How lists, telephone, telecopy and Other Intellectual Property email addresses and listings, manufacturing and engineering drawings and specifications, patterns, jigs, program maps, sales information, environmental records and files, business and marketing plans, studies and proposals, service, maintenance and warranty records, equipment logs, operating guides and procedure manuals, computer records, personnel records and files, promotional materials, financial and accounting records and other technical and business records owned by Seller and relating primarily to the Asset Business and existing on the Closing Date; provided, however, that Seller Entities shall be entitled to retain copies of any such materials that are necessary in its reasonable judgment for its Tax, accounting, personnel or legal purposes (including Securities and Exchange Commission reporting); (x) to the extent assignable or transferable, all Permits (including applications for issuance or renewal thereof and application materials in process) that are used exclusively in the Triage Business (the “Exclusive Triage Know-How”), and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are (1) used in the Triage Business and that do not constitute Exclusive Triage Know-How, or (2) are set forth on Schedule 2.01(a)(ix)(A) (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(ix), collectively, with the Intellectual Property described in Section 2.01(a)(v), Section 2.01(a)(vii) and Section 2.01(a)(viii), the “Transferred Intellectual Property”); (x) subject to Section 2.04 and to the extent transferable, (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that (1) are used exclusively in (x) the development programs conducted by the Asset Seller Entities with respect to the products that are set forth on Schedule 2.01(a)(x), as such development programs exist as operation of the Closing, and (y) any other products in development for the Triage system as of the date of this Agreement, as evidenced by written records (the development programs and products in development described in this Section 2.01(a)(x)(A)(1), the “Development Projects”), or (2) was, prior to the date of this Agreement, used exclusively in the Discontinued Products and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities and that are not included in clause (A) of this Section 2.01(a)(x) and that (1) in the case of the Development Projects, is used therein as of the Closing and (2) in the case the Discontinued Products, was, prior to the date of this Agreement, used therein (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual Property”)Business; (xi) any accounts, notes and other receivables carried on Seller's books relating exclusively to the Business and the full benefit of all security therefor and any claim, remedy or other right of Seller related thereto; (xii) any rights of Seller relating to any prepaid expenses, deposits or claims for refund or right of offset against any Person, other than refunds and deposits relating to Taxes; (xiii) any rights to insurance proceeds and defense costs actually received by Seller after the Closing under Seller's insurance policies for an act, omission or other occurrence committed or omitted, or alleged to have been committed or omitted, prior to the Closing relating to the Business, except as provided in Section 2.01(b)(xii), subject to Section 2.04 and to the extent transferable, that (A) the Registrations used exclusively in claim arising therefrom is an Excluded Liability hereunder or related exclusively to the distribution, marketing, promotion, selling or offering for sale of the Products, (B) any pending applications for the same and (C) the remaining rights of the Asset Seller Entities, if any, in Registrations previously used exclusively claim arising therefrom relates to an asset which would otherwise be included in the distribution, marketing, promotion, selling definition of Purchased Assets and which is replaced with a substitute asset of comparable value and function on or offering for sale of the Products that have expired or terminated prior to the Closing Date; (xii) subject to Section 2.04 and to the extent transferable, the Governmental Authorizations held by the Asset Seller Entities used exclusively in or related exclusively to the Triage Business or the Purchased Assets; (xiii) subject to Section 6.08, all advertising, marketing, training and promotional materials and all other printed or written materials, including website content and the design of such websites protected by applicable Law, in each case that is used exclusively in, or related exclusively to, the Triage Business;; and (xiv) all inventories used or intended for use in the Triage Business (the “Transferred Inventory”), including (A) raw materials, but solely to the extent used or intended for use in the Triage Business, and (B) all works in process, semi-finished and finished products, stores, replacement and spare parts, packaging and labelling materials, operating supplies and inventory on consignment, in transit or deposited in a warehouse, in each case to the extent used or intended for use in the Products; (xv) all credits, prepaid expenses, advance payments, security deposits, escrows and other prepaid items to the extent paid to a Third Party and to the extent directly related to the Triage Business; (xvi) except to the extent related to or arising out of or in connection with any Excluded Liabilities or Excluded Assets, all claims, counterclaims, causes of action, choses in action, rights of recovery, and rights of set-off of any kind (including all damages and payments for past, present or future infringement or misappropriation of Transferred Intellectual Property and the Additional Assigned Intellectual Property, the right to use and recover for past infringements or misappropriations of Transferred Intellectual Property and the Additional Assigned Intellectual PropertySeller under, and any funds and all corresponding rights that have been, now property held in trust or hereafter may be secured throughout the world with respect to any Transferred Intellectual Property and the Additional Assigned Intellectual Property), in each case to the extent related other funding vehicle pursuant to, arising out of or in connection with the Triage Businessany insurance contract providing funding for, the Purchased Assets or the Assumed Liabilities; (xvii) subject to Section 6.10any Employee Plan, to the extent permitted by applicable Law, (A) sole ownership of Books, Records and Files and Tax Returns relating exclusively to the Triage Business, the Purchased Assets or the Assumed Liabilities, and (B) co-ownership of an undivided interest (with each Party retaining, subject to Section 6.04, the right to use, license, disclose, grant access to, transfer and convey the same without restriction except as expressly set forth in Sections 6.04(b), (c) and (d)) in any Books, Records and Files and Tax Returns to the extent relating to the Triage Business, the Purchased Assets or the Assumed Liabilities and not included in clause (A) of this Section 2.01(a)(xvii); provided that Seller may redact any information not related to the Triage Business from any Books, Records and Files or Tax Returns (the documents and other tangible and electronic embodiments of the items described in clauses (A) and (B) of this Section 2.01(a)(xvii), the “Triage Business Records”); (xviii) except for the items described in Section 2.01(a)(xix) and Section 2.01(b)(viii), and subject to Section 2.04, (A) the Information Technology Assets listed on Schedule 2.01(a)(xviii) and (B) (1) all rights under Exclusive Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets and (2) the rights under the Shared Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets, in the case of this subclause (2) to the extent used in or related to the Triage Business; (xix) all owned or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily used by the Transferred Employees; (xx) without duplication of the assets, rights and properties described in Sections 2.01(a)(ix) and (x), (A) the cell lines used exclusively in the Triage Business and described more particularly on Schedule 2.01(a)(xx)(A), and (B) an aliquot of the cell lines used both in the Triage Business and the Excluded Business and described more particularly on Schedule 2.01(a)(xx)(B); (xxi) the sample banks described on Schedule 2.01(a)(xxi); (xxii) the rights under Contracts (other than any license agreement for Intellectual Property) to which any Asset Seller Entity is a party, to the extent relating to the leasing, maintenance, outfitting, or other operation of the Transferred Real Property, but excluding (A) Contracts that exclusively relate to any activities of the Excluded Businesses that may be conducted at the Transferred Real Property, (B) Contracts that relate to the manufacture of products, and (C) any Ancillary Agreements; and (xxiii) all goodwill of the Triage Business as a going concernARTICLE VI.

Purchased Assets. Upon (a) Subject to the terms and subject to conditions hereof, on the conditions Closing Date and as of this Agreement, at the ClosingEffective Time, Seller shall sell, convey, assign and transfer, and Seller shall cause the other applicable Asset Seller Entities hereby agrees to sell, convey, assign and transfer deliver and to the applicable Designated Purchasercause its Affiliates to sell, convey, assign and deliver to Buyer, and Purchaser shall, or shall cause the other applicable Designated Purchasers to, Buyer hereby agrees to purchase and accept from the applicable Asset Seller Entitiesand any such Affiliate, free and clear of any Liens, all Liens (other than Permitted EncumbrancesLiens and Permitted Exceptions), all of the right, title and interest of Seller and the other Asset Seller Entities, or its Affiliates in and to all the following assets, rights properties and properties (rights, wherever located, which are owned or used by Seller or its Affiliates in connection with the “Purchased Business, including, without limitation, the following, to the extent used or owned in connection with the Business, but excluding the Excluded Assets”):: (i) all real property rights the assets reflected and/or described on the Balance Sheet (except to the extent disposed of in respect the Ordinary Course since the date thereof), together with all other assets owned or used by Seller or its Affiliates in connection with the Business, whether or not fully depreciated, written off or never reflected on such Balance Sheet and all other assets acquired by the Seller or its Affiliates and used in the Business since the date of the Transferred Real Propertysuch Balance Sheet; (ii) the Accounts Receivable; (iii) Inventory; (iv) all tangible personal property, including equipment, machinery, equipmentvehicles, mechanical furniture, fixtures, computers and related hardware, all storage devices, including diskdrives, floppy disks, cd-roms, memory sticks and tapes, supplies, spare parts, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media, fixtures, office equipment tools and other tangible property personal property, together with any express or implied warranty by the manufacturers, sellers or lessors of any kind (item or component part thereof and all maintenance records and other than any Information Technology Assets, which are solely addressed in Section 2.01(a)(xviii) and Section 2.01(a)(xix)), that is (A) subject to Section 2.01(b)(vi), located at the Purchaser Occupied Real Property and used primarily in or primarily related to the Triage Business, (B) set forth on Schedule 2.01(a)(ii) or (C) located at the facility of a Third Party supplier to any Asset Seller Entity and used primarily in or primarily related to the Triage Business; (iii) the spare parts and calibration equipment located at the portion of the Transferred Real Property depicted on Schedule 2.01(a)(iii) that are used primarily in or primarily related to the Triage Business; (iv) subject to Section 2.04, (A) the rights under Contracts to which any Asset Seller Entity is a party that are used, but not exclusively, in the Triage Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a “Shared Contract”), in each case to the extent used in or related to the Triage Business, and (B) all rights under the Contracts to which any Asset Seller Entity is a party that are exclusively used in the Triage Business or exclusively related to any Purchased Asset or Assumed Liability (each such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi), (2) as provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii) or Section 2.01(b)(x) and (3) for Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity (including with respect to Information Technology Assets), which are intended to be addressed in Section 2.01(a)(v)documents relating thereto; (v) subject to Section 2.04the Owned Real Property, (A) all rights under the Exclusive Contracts listed on Schedule 2.01(a)(v)(A) including land, buildings, structures, improvements, rights-of-way, easements and (B) the rights under the Shared Contracts listed on Schedule 2.01(a)(v)(B), to the extent used in or related to the Triage Businessother real property interests; (vi) the rights under the Contracts by all leasehold interests in real and between personal property, including any Asset Seller Entity prepaid rent, security deposits and (A) a Transferred Employee options to renew or (B) an independent contractor that is identified on the Triage Independent Contractor List, as updated pursuant to Section 7.01(b), purchase in each case to the extent used in or related to the Triage Businessconnection therewith; (vii) (A) all rights of the patents Seller or its Affiliates in, to and patent applications listed on Schedule 2.01(a)(vii)(A) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof); and (B) under the patents and patent applications listed on Schedule 2.01(a)(vii)(B) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof) (the “Specified Patents”); provided that the Specified Patents also shall be subject to the license granted pursuant to Section 6.12(b)Assumed Contracts; (viii) subject all Intellectual Property and tangible embodiments of Intellectual Property, customer contact information, marketing prospects and information, vendor information, and the right and power to Section 6.09assert, defend and recover title to all of the Trademarks listed foregoing in the same manner and to the same extent as Seller or its Affiliates could do or could cause to be done if the transactions contemplated hereby did not occur, and the right to sxx and recover for past damages on Schedule 2.01(a)(viii)account of violations, infringement, misuse, or theft thereof; (Aix) subject to Schedule 2.01(a)(ix)(A)all Governmental authorizations, the Antibody Assetsincluding permits, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are used exclusively in the Triage Business (the “Exclusive Triage Know-How”)licenses, certificates, consents, variances, approvals, and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in Environmental Permits relating to the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are (1) used in the Triage Business and that do not constitute Exclusive Triage Know-How, or (2) are set forth on Schedule 2.01(a)(ix)(A) (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(ix), collectively, with the Intellectual Property described in Section 2.01(a)(v), Section 2.01(a)(vii) and Section 2.01(a)(viii), the “Transferred Intellectual Property”)Business; (x) subject to Section 2.04 all business and to the extent transferablepersonnel records, (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that (1) are used exclusively in (x) the development programs conducted by the Asset Seller Entities with respect to the products that are set forth on Schedule 2.01(a)(x), as such development programs exist as of the Closingengineering records, and other documents, discs, tapes and records, including (ybut not limited to) any other products in development for the Triage system as of the date of this Agreementall sales data and records, as evidenced by written records (the development programs and products in development described in this Section 2.01(a)(x)(A)(1)accounts, the “Development Projects”)bids, or (2) wassupplier records, prior to the date of this Agreementdrawings, used exclusively in the Discontinued Products and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assetsdesigns, other Know-How and Other Intellectual Property owned by the Asset Seller Entities and that are not included in clause (A) of this Section 2.01(a)(x) and that (1) in the case of the Development Projectsspecifications, is used therein as of the Closing and (2) in the case the Discontinued Productsprocess information, wasperformance data, prior to the date of this Agreementsoftware, used therein (the Antibody Assets programs, and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual Property”)information or data; (xi) except as provided in Section 2.01(b)(xii), subject to Section 2.04 and to the extent transferable, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale goodwill of the Products, (B) any pending applications for the same and (C) the remaining rights of the Asset Seller Entities, if any, in Registrations previously used exclusively in the distribution, marketing, promotion, selling or offering for sale of the Products that have expired or terminated prior to the Closing DateBusiness; (xii) subject to Section 2.04 and to the extent transferable, the Governmental Authorizations held by the Asset Seller Entities used exclusively in or related exclusively to the Triage Business or the Purchased Houston Assets;; and (xiii) subject to Section 6.08, all advertising, marketing, training and promotional materials and all other printed assets and property owned by Seller or written materials, including website content its Affiliates and used in the design operation of such websites protected by applicable Law, in each case that is used exclusively in, or related exclusively to, the Triage Business;. The foregoing assets are herein sometimes collectively called the “Purchased Assets.” (xivb) all inventories used or intended for use In the event that the legal interest in the Triage Business (the “Transferred Inventory”), including (A) raw materials, but solely to the extent used or intended for use in the Triage Business, and (B) all works in process, semi-finished and finished products, stores, replacement and spare parts, packaging and labelling materials, operating supplies and inventory on consignment, in transit or deposited in a warehouse, in each case to the extent used or intended for use in the Products; (xv) all credits, prepaid expenses, advance payments, security deposits, escrows and other prepaid items to the extent paid to a Third Party and to the extent directly related to the Triage Business; (xvi) except to the extent related to or arising out any of or in connection with any Excluded Liabilities or Excluded Assets, all claims, counterclaims, causes of action, choses in action, rights of recovery, and rights of set-off of any kind (including all damages and payments for past, present or future infringement or misappropriation of Transferred Intellectual Property and the Additional Assigned Intellectual Property, the right to use and recover for past infringements or misappropriations of Transferred Intellectual Property and the Additional Assigned Intellectual Property, and any and all corresponding rights that have been, now or hereafter may be secured throughout the world with respect to any Transferred Intellectual Property and the Additional Assigned Intellectual Property), in each case to the extent related to, arising out of or in connection with the Triage Business, the Purchased Assets to be sold, assigned, transferred or conveyed pursuant to this Agreement, or any claim, right or benefit arising thereunder or resulting therefrom cannot be sold, assigned, transferred or conveyed hereunder as of the Assumed Liabilities; (xvii) subject Closing Date because any waiting or notice period has not expired or any consents or approvals required for such transfer have not been obtained or waived, then the legal interest in such Purchased Assets shall not be sold, assigned, transferred or conveyed unless and until such waiting or notice period shall have expired or until approval, consent or waiver thereof is obtained. Seller and its Affiliates and Buyer shall use commercially reasonable efforts to Section 6.10, cooperate in obtaining such consents or approvals as may be necessary to the extent permitted by applicable Law, (A) sole ownership complete such transfers as soon as practicable. Nothing in this Agreement shall be construed as an attempt to assign to Buyer any legal interest in any of Books, Records and Files and Tax Returns relating exclusively to the Triage Business, the Purchased Assets which, as a matter of law or by the Assumed Liabilitiesterms of any legally binding contract, engagement or commitment to which Seller is subject, is not assignable without the consent of any other party, unless such consent shall have been given. Pending the assignments, conveyances and (B) cotransfers referred to in this paragraph, Seller and its Affiliates shall hold any such non-ownership assigned Purchased Assets for the benefit and at the risk of an undivided interest (Buyer and shall cooperate with each Party retainingBuyer, subject to Section 6.04without the payment of any additional consideration by Seller or Buyer, the right to use, license, disclose, grant access to, transfer and convey the same without restriction except as expressly set forth in Sections 6.04(b), (c) and (d)) in any Books, Records lawful and Files and Tax Returns reasonable arrangements designed to provide the extent relating benefits of ownership thereof to the Triage Business, the Purchased Assets or the Assumed Liabilities and not included in clause (A) of this Section 2.01(a)(xvii); provided that Seller may redact any information not related to the Triage Business from any Books, Records and Files or Tax Returns (the documents and other tangible and electronic embodiments of the items described in clauses (A) and (B) of this Section 2.01(a)(xvii), the “Triage Business Records”); (xviii) except for the items described in Section 2.01(a)(xix) and Section 2.01(b)(viii), and subject to Section 2.04, (A) the Information Technology Assets listed on Schedule 2.01(a)(xviii) and (B) (1) all rights under Exclusive Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets and (2) the rights under the Shared Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets, in the case of this subclause (2) to the extent used in or related to the Triage Business; (xix) all owned or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily used by the Transferred Employees; (xx) without duplication of the assets, rights and properties described in Sections 2.01(a)(ix) and (x), (A) the cell lines used exclusively in the Triage Business and described more particularly on Schedule 2.01(a)(xx)(A), and (B) an aliquot of the cell lines used both in the Triage Business and the Excluded Business and described more particularly on Schedule 2.01(a)(xx)(B); (xxi) the sample banks described on Schedule 2.01(a)(xxi); (xxii) the rights under Contracts (other than any license agreement for Intellectual Property) to which any Asset Seller Entity is a party, to the extent relating to the leasing, maintenance, outfitting, or other operation of the Transferred Real Property, but excluding (A) Contracts that exclusively relate to any activities of the Excluded Businesses that may be conducted at the Transferred Real Property, (B) Contracts that relate to the manufacture of products, and (C) any Ancillary Agreements; and (xxiii) all goodwill of the Triage Business as a going concernBuyer.

Purchased Assets. Upon (a) Subject to the terms and subject to conditions of, and on the conditions of this Agreementbasis of, in reliance upon the covenants, agreements, representations, and warranties set forth herein, at the the (b) Closing, Seller and effective as of the Effective Time, Sellers shall sell, transfer, convey, assign and transferdeliver to the Purchaser (or at the Purchaser’s option, to the Purchaser’s designated Affiliate), and Seller the Purchaser (or its designated Affiliate) shall cause the other applicable Asset Seller Entities to sell, convey, assign purchase and transfer to the applicable Designated Purchaser, and Purchaser shall, or shall cause the other applicable Designated Purchasers to, purchase acquire from the applicable Asset Seller EntitiesSellers, free and clear of any Liens, all Encumbrances other than Permitted Encumbrances, all of the right, title and interest of Seller and the other Asset Seller Entities, in and to the following assets, rights rights, privileges, interests, and properties properties, of every type and description, owned, leased, used, useable or held for use by Sellers, or by Shareholders in connection with the Business, other than the Excluded Assets (collectively, the “Purchased Assets”):), including the following: (i) all real property rights current assets of Sellers, including all Accounts Receivable of each Seller (“Purchased Accounts Receivable”), but excluding current assets included in respect of the Transferred Real PropertyExcluded Assets; (ii) all Tangible Personal Property owned, leased, licensed, used, useable or held for use by each Seller, wherever located, and whether or not carried on the tangible personal property, including machinery, equipment, mechanical and spare parts, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media, fixtures, office equipment and other tangible property of any kind (other than any Information Technology Assets, which are solely addressed in Section 2.01(a)(xviii) and Section 2.01(a)(xix)), that is (A) subject to Section 2.01(b)(vi), located at the Purchaser Occupied Real Property and used primarily in or primarily related to the Triage Business, (B) set forth on Schedule 2.01(a)(ii) or (C) located at the facility books of a Third Party supplier to any Asset Seller Entity and used primarily in or primarily related to the Triage BusinessSeller; (iii) the spare parts and calibration equipment located at the portion all work in process of the Transferred Real Property depicted on Schedule 2.01(a)(iii) that are used primarily in or primarily related to the Triage Businesswhatever nature; (iv) subject to Section 2.04, (A) the rights under Contracts to which any Asset Seller Entity is a party that are used, but not exclusively, in the Triage all Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a “Shared Contract”), in each case to the extent used in or related to the Triage Business, and (B) all rights under the Contracts to which any Asset Seller Entity is a party that are exclusively used in the Triage Business or exclusively related to any Purchased Asset or Assumed Liability (each such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi), (2) as provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii) or Section 2.01(b)(x) and (3) for Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity (including with respect to Information Technology Assets), which are intended to be addressed in Section 2.01(a)(v)IP; (v) subject to Section 2.04all rights, (A) all rights under the Exclusive Contracts listed on Schedule 2.01(a)(v)(A) title and (B) the rights under the Shared Contracts listed on Schedule 2.01(a)(v)(B), interests of each Seller in and to the extent used in land, buildings, and facilities, and the improvements and fixtures attached or related to the Triage Business; (vi) the appurtenant thereto, and all easements, licenses, rights under the Contracts by and between any Asset Seller Entity and (A) a Transferred Employee or (B) an independent contractor that is appurtenances relating thereto, identified on the Triage Independent Contractor List, as updated pursuant to Section 7.01(b), in each case to the extent used in or related to the Triage Business; (vii) (A) the patents and patent applications listed on Schedule 2.01(a)(vii)(A) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof); and (B) the patents and patent applications listed on Schedule 2.01(a)(vii)(B) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof) (the “Specified Patents”); provided that the Specified Patents also shall be subject to the license granted pursuant to Section 6.12(b); (viii) subject to Section 6.09, the Trademarks listed on Schedule 2.01(a)(viii); (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are used exclusively in the Triage Business Purchased Assets Schedule (the “Exclusive Triage Know-How”), and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are (1) used in the Triage Business and that do not constitute Exclusive Triage Know-How, or (2) are set forth on Schedule 2.01(a)(ix)(A) (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(ix), collectively, with the Intellectual Property described in Section 2.01(a)(v), Section 2.01(a)(vii) and Section 2.01(a)(viii), the “Transferred Intellectual Real Property”); (xvi) subject all keys to Section 2.04 buildings, offices, security codes, passwords, and identification numbers pertaining to the extent transferableoperation of the Real Property; (vii) all Contracts to which any Seller is a party and which relate to the Business or any Purchased Assets, (A) subject including all Contracts with Business Relationships or vendors or suppliers of goods or services to Schedule 2.01(a)(ix)(A)or for the benefit of the Business, the Antibody AssetsIP Contracts, and all other Know-How and Other Intellectual Property owned by the Asset Contracts pursuant to which any Seller Entities that (1) are used exclusively in (x) the development programs conducted by the Asset Seller Entities acquired or otherwise derives any rights or entitlements with respect to the products that are set forth on Schedule 2.01(a)(x)Business or any Purchased Assets, as such development programs exist as of the Closingincluding all confidentiality, non-competition, non-solicitation and similar Contracts; (yviii) all accounts and relationships with any other products in development for the Triage system as of the date of this Agreement, as evidenced by written records (the development programs and products in development described in this Section 2.01(a)(x)(A)(1), the “Development Projects”)Persons who pay any Seller, or (2) wasfrom whom any Seller derives, prior to the date of this Agreement, used exclusively in the Discontinued Products and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities and that are not included in clause (A) of this Section 2.01(a)(x) and that (1) in the case of the Development Projects, is used therein as of the Closing and (2) in the case the Discontinued Products, was, prior to the date of this Agreement, used therein (the Antibody Assets any revenues and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the Persons having business dealings with any Seller (“Additional Assigned Intellectual PropertyBusiness Relationships”); (ix) all books, records, data and information, in any form, related to or concerning the Business, the Business Employees, the Purchased Assets, or the Assumed Liabilities, whether or not in the possession of a Seller, including all lists of current and prospective Business Relationships, all supplier and vendor lists, records, files and information, service and warranty records, equipment logs, operating guides and manuals, personnel records and files of or relating to Business Employees hired by the Purchaser, marketing and promotional materials used in the Business, whether in electronic or paper form, including advertising materials, product data, price lists, sales materials, scientific and (x) commercial publications, market research and other materials associated with the Business (collectively, the “Business Records”). (xi) except as provided in Section 2.01(b)(xii)all Governmental Authorizations required to conduct the Business, subject to Section 2.04 and to the extent transferable, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale of the Products, (B) any pending applications for the same and (C) the remaining rights of the Asset Seller Entities, if any, in Registrations previously used exclusively in the distribution, marketing, promotion, selling or offering for sale of the Products that have expired or terminated prior to the Closing Date; (xii) subject all prepaid expenses and deposits paid by or to Section 2.04 each Seller, including all advances made by a Seller to any Person, and to all other prepaid items, credits, and discounts for or toward the extent transferablepurchase of goods, the Governmental Authorizations held by the Asset Seller Entities used exclusively in services, or related exclusively to the Triage Business or the Purchased Assets;Inventory. (xiii) subject to Section 6.08, all advertising, marketing, training telephone and promotional materials and all other printed or written materials, including website content and the design of such websites protected by applicable Law, in each case that is used exclusively in, or related exclusively to, the Triage Businessfax numbers; (xiv) all inventories used or intended for use in the Triage Business (the “Transferred Inventory”), including (A) raw materials, but solely goodwill and going concern value of and related to the extent used or intended for use in the Triage Business, and (B) all works in process, semi-finished and finished products, stores, replacement and spare parts, packaging and labelling materials, operating supplies and inventory on consignment, in transit or deposited in a warehouse, in each case to the extent used or intended for use in the Products; (xv) all creditsbank accounts, prepaid expensestrust accounts, advance paymentssuspense accounts or similar accounts, security depositsand safe deposit boxes of each Seller, escrows and other prepaid items to than those bank accounts listed on the extent paid to a Third Party and to the extent directly related to the Triage BusinessExcluded Assets Schedule; (xvi) except to the extent related to or arising out of or in connection with any Excluded Liabilities or Excluded Assetsall insurance benefits, all claims, counterclaims, causes of action, choses in action, including rights of recovery, and rights of set-off of any kind (including all damages and payments for past, present or future infringement or misappropriation of Transferred Intellectual Property and the Additional Assigned Intellectual Property, the right to use and recover for past infringements or misappropriations of Transferred Intellectual Property and the Additional Assigned Intellectual Property, and any and all corresponding rights that have been, now or hereafter may be secured throughout the world with respect to any Transferred Intellectual Property and the Additional Assigned Intellectual Property), in each case to the extent related toproceeds, arising out of from or in connection with the Triage Business, relating to the Purchased Assets or the Assumed Liabilities; (xvii) subject to Section 6.10, to the extent permitted by applicable Law, corporate name of each Seller and any other names under which any Seller conducts the Business (A) sole ownership of Books, Records and Files and Tax Returns relating exclusively to the Triage Business, the Purchased Assets or the Assumed Liabilities, and (B) co-ownership of an undivided interest (with each Party retaining, subject to Section 6.04, the right to use, license, disclose, grant access to, transfer and convey the same without restriction except as expressly set forth in Sections 6.04(b), (c) and (d)) in any Books, Records and Files and Tax Returns to the extent relating to the Triage Business, the Purchased Assets or the Assumed Liabilities and not included in clause (A) of this Section 2.01(a)(xvii); provided that Seller may redact any information not related to the Triage Business from any Books, Records and Files or Tax Returns (the documents and other tangible and electronic embodiments of the items described in clauses (A) and (B) of this Section 2.01(a)(xvii)collectively, the “Triage Business RecordsNames”);. (xviii) except for the items described in Section 2.01(a)(xix) all rights, claims, credits, causes of action, rights to indemnification and Section 2.01(b)(viii)contribution or rights of set-off of each Seller against third parties, and subject to Section 2.04whether xxxxxx or inchoate, (A) the Information Technology Assets listed on Schedule 2.01(a)(xviii) and (B) (1) all rights under Exclusive Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of known or currently used in the use of such Information Technology Assets and (2) the rights under the Shared Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of unknown, contingent or currently used in the use of such Information Technology Assets, in the case of this subclause (2) to the extent used in or related to the Triage Business;non-contingent; and (xix) all owned express or leased desktop computersimplied warranties of manufacturers, laptopssellers, tabletsor lessors of any Purchased Assets and all other warranties and guaranties for the benefit of each Seller. (c) If any Contracts included in the Purchased Assets may not be transferred without the Consent of any Person, mobile phones or if such transfer or attempted transfer, absent the Consent of a Person, would constitute a breach thereof or a violation of any Law or Governmental Authorization, or cause or permit the loss or waiver of any right or entitlement thereunder, or cause or permit the termination thereof or any change in the terms thereof (each, a “Nonassignable Contract”), then Sellers shall, at their own expense (including payment of any fees and similar assets primarily used costs imposed in connection with the request for, or as a condition to the issuance of, any such Consent) and without any amendments to or changes in the terms of (or any of the respective rights and obligations of the parties under) any Nonassignable Contract (except as expressly permitted or required under this Agreement or consented to by the Transferred Employees;Purchaser in writing), obtain all such Consents before the Closing. If any Consent to a Nonassignable Contract is not obtained before the Closing, then Sellers shall, after the Closing (a) obtain such Consent as soon as possible after the Closing at their sole cost and expense (including payment of any fees and costs imposed in connection with the request for, or as a condition to the issuance of, any such Consent) and without any amendments to or changes in the terms of (or any of the respective rights and obligations of the parties under) any Nonassignable Contract, (xx) without duplication of the assets, rights and properties described in Sections 2.01(a)(ixd) and (x)cooperate with the Purchaser in endeavoring to obtain, (A) such Consent at no out-of-pocket cost or expense to the cell lines used exclusively in the Triage Business and described more particularly on Schedule 2.01(a)(xx)(A)Purchaser, and (Bb) an aliquot if and for so long after the Closing as such Consent has not been obtained, cooperate with the Purchaser in any arrangement proposed by the Purchaser in good faith that is designed to provide for the Purchaser the material benefits (including all economic benefits), claims, and rights under any such Nonassignable Contract, including the enforcement for the benefit of the cell lines used both Purchaser of any and all rights of any Seller against any other party thereto. In obtaining any Consent with respect to any Nonassignable Contract, no Seller will agree to or permit any amendments or changes to any of the terms of (or any of the respective rights and obligations of the parties under) any Nonassignable Contract without the consent of the Purchaser. Notwithstanding the foregoing, only the Required Consents shall be a condition to the Closing, provided that Sellers shall use commercially reasonably efforts to obtain all Consents to Nonassignable Contracts before the Closing, and provided further that Sellers shall be and remain obligated to obtain after the Closing as provided in this Section 2.1(b) any such Consents that are not obtained before the Closing. (e) At the Closing, Sellers shall, and shall cause each other to, execute and deliver to the Purchaser a Xxxx of Sale and Assignment (“Xxxx of Sale”), substantially in the Triage Business form of Exhibit A attached hereto, and an Intellectual Property Assignment (“IP Assignment”) substantially in the form of Exhibit N attached hereto, pursuant to which each Seller will transfer to the Purchaser all of the Purchased Assets free and clear of all Encumbrances other than Permitted Encumbrances, and such other deeds, agreements and instruments of sale, assignment and transfer, each in form and substance mutually satisfactory to the Purchaser and Sellers, as the Purchaser deems necessary or appropriate to transfer good, valid and marketable title to the Purchased Assets from each Seller to the Purchaser free and clear of all Encumbrances other than Permitted Encumbrances (collectively with the Xxxx of Sale and the Excluded Business and described more particularly on Schedule 2.01(a)(xx)(BIP Assignment, the “Transfer Documents”); (xxi) the sample banks described on Schedule 2.01(a)(xxi); (xxii) the rights under Contracts (other than any license agreement for Intellectual Property) to which any Asset Seller Entity is a party, to the extent relating to the leasing, maintenance, outfitting, or other operation of the Transferred Real Property, but excluding (A) Contracts that exclusively relate to any activities of the Excluded Businesses that may be conducted at the Transferred Real Property, (B) Contracts that relate to the manufacture of products, and (C) any Ancillary Agreements; and (xxiii) all goodwill of the Triage Business as a going concern.

Purchased Assets. Upon Subject to the terms and subject to the conditions of this AgreementAgreement and in reliance upon the representations, warranties, covenants and agreements of the Company contained herein, at the Closing, Seller the Company shall sell, convey, assign and transfer, and Seller shall cause the other applicable Asset Seller Entities to sell, convey, assign and transfer deliver to the applicable Designated PurchaserAcquirer, and Purchaser shall, or the Acquirer shall cause the other applicable Designated Purchasers to, purchase and acquire from the applicable Asset Seller EntitiesCompany, free and clear of any Liens, all Liens and encumbrances (other than Permitted Encumbrancesthose Liens included in the Assumed Liabilities), all of the Company’s right, title and interest of Seller and the other Asset Seller Entities, in and to all of the following assetsassets which the Company owns or in which the Company has any right, rights and properties title or interest, other than those assets specified as Excluded Assets (collectively, the “Purchased Assets”): (a) All of the Company's intellectual property (the "Company Intellectual Property") including the following: (i) all real property rights in respect All Company Registered Intellectual Property listed on Schedule 2.13 of the Transferred Real PropertyDisclosure Schedule; (ii) All right, title and interest in the tangible personal propertyunregistered trademarks listed on Schedule 2.13 of the Disclosure Schedule, including machinery, equipment, mechanical and spare parts, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media, fixtures, office equipment and other tangible property of any kind (other than any Information Technology Assets, which are solely addressed in Section 2.01(a)(xviii) and Section 2.01(a)(xix)), that is (A) subject to Section 2.01(b)(vi), located at the Purchaser Occupied Real Property and used primarily in or primarily related to the Triage Business, (B) set forth on Schedule 2.01(a)(ii) or (C) located at the facility of a Third Party supplier to any Asset Seller Entity and used primarily in or primarily related to the Triage Businessall goodwill associated therewith; (iii) the spare parts and calibration equipment located at the portion All trade secrets of the Transferred Real Company owned or used in connection with conduct of the Business, including, but not limited to, disks, designs, files, drawings, data and related documentation, and all similar property of any nature, tangible or intangible, owned or used in connection with the Company Intellectual Property depicted and Business and all, copyrights, designs, inventions, patents, licenses, franchises and secret methodologies connected with the Company’s business and owned by the Company; (iv) All mask works and all applications, registrations, and renewals in connection therewith, and all confidential business information (including ideas, research and development, know-how, formulas, techniques, technical data, designs, drawings, specifications, customer, supplier and vendor lists, pricing and cost information, and business and marketing plans and proposals and all computer software (including data and related documentation) developed or owned by the Company, all computer and telecommunications equipment, appliances and systems which are owned by Company; and, (v) all claims (including claims for past infringement or misappropriation of Company Intellectual Property) and causes of action of the Company has against other persons (regardless of whether or not such claims and causes of action have been asserted by the Company) arising in connection with the conduct of the Business, and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery possessed by the Company (regardless of whether such rights are currently exercisable) which have arisen in connection with the conduct of the Business; (b) All rights to xxx for or asserted claims against and remedies against past, present or future infringements of any or all of the Company Intellectual Property owned or used in connection with the conduct of the Business and rights of priority and protection of interests therein and to retain any and all amounts therefrom; (c) All other assets of the Company owned or used in connection with the conduct of the Business, including, but not limited to: (i) all inventories and work-in-progress of the Company including, but not limited to, those inventories and works-in-progress set forth on Schedule 2.01(a)(iii2.7 of the Disclosure Schedule; (ii) that are all equipment, materials, prototypes, tools, supplies, furniture, fixtures, improvements and other tangible assets of the Company owned or used primarily in or primarily related connection with the conduct of the Business including, but not limited to, the tangible assets set forth on Schedule 2.7 of the Disclosure Schedule; (iii) all advertising and promotional materials possessed by the Company relating to the Triage Business; (iv) subject to Section 2.04, (A) the rights under Contracts to which any Asset Seller Entity is a party that are used, but not exclusively, in the Triage Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a “Shared Contract”), in each case to the extent used in or related to the Triage Business, and (B) all rights of the Company under the Contracts to which any Asset Seller Entity is a party that are exclusively used in set forth on Schedule 2.12 of the Triage Business or exclusively related to any Purchased Asset or Assumed Liability (each such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi), (2) as provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii) or Section 2.01(b)(x) and (3) for Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity (including with respect to Information Technology Assets), which are intended to be addressed in Section 2.01(a)(v)Disclosure Schedule; (v) subject to Section 2.04, (A) all rights under the Exclusive Contracts listed domain names of the Company set forth on Schedule 2.01(a)(v)(A) and (B) 2.13 of the rights under the Shared Contracts listed on Schedule 2.01(a)(v)(B), to the extent used in or related to the Triage BusinessDisclosure Schedule; (vi) all governmental or regulatory authorizations held by the rights under Company in connection with the Contracts by and between any Asset Seller Entity and (A) a Transferred Employee or (B) an independent contractor that is identified on conduct of the Triage Independent Contractor List, as updated pursuant to Section 7.01(b), in each case to the extent used in or related to the Triage Business; (vii) (A) the patents and patent applications listed on Schedule 2.01(a)(vii)(A) all books, records, files (including all reissues, divisions, continuations, continuationselectronic files and back-in-part and extensions up copies thereof); , customer lists and (B) data of the patents and patent applications listed on Schedule 2.01(a)(vii)(B) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof) (the “Specified Patents”); provided that the Specified Patents also shall be subject Company relating to the license granted pursuant to Section 6.12(b);Business; and (viii) subject to Section 6.09, the Trademarks listed on Schedule 2.01(a)(viii)source code repository; (Ad) subject All goodwill incident to Schedule 2.01(a)(ix)(Athe items listed in Sections 1.1(a), 1.1(b) and 1.1(c) above; together with the Antibody Assetsexclusive right of the Acquirer to represent itself as carrying on the business in continuation of and in succession to the Company and the right of the Acquirer, other Know-How on the date of the execution of this Agreement, to use the name Cyber Mesh Corp. and Other Intellectual Property owned upon closing to use any trade names or any variations thereof indicating the Business of the Company is so carried on or to be carried on by the Asset Seller Entities that are used exclusively in Acquirer. The Company agrees to forthwith, after the Triage Business (date closing, to change its corporate name from Cyber Mesh Systems Inc., to a numbered company and filing the “Exclusive Triage Know-How”), and (B) co-ownership Change of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are (1) used in the Triage Business and that do not constitute Exclusive Triage Know-How, or (2) are set forth on Schedule 2.01(a)(ix)(A) (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(ix), collectively, Name with the Intellectual Property described in Section 2.01(a)(v), Section 2.01(a)(vii) and Section 2.01(a)(viii), the “Transferred Intellectual Property”)British Columbia Registrar of Companies; (xe) subject to Section 2.04 all cash on hand or in banks or other depositories and to the extent transferable, (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that (1) are used exclusively in (x) the development programs conducted by the Asset Seller Entities accounts receivable earned or accrued with respect to the products that are set forth on Schedule 2.01(a)(x), as such development programs exist as conduct of the Closing, and (y) any other products in development for the Triage system as of the date of this Agreement, as evidenced by written records (the development programs and products in development described in this Section 2.01(a)(x)(A)(1), the “Development Projects”), or (2) was, prior to the date of this Agreement, used exclusively in the Discontinued Products and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities and that are not included in clause (A) of this Section 2.01(a)(x) and that (1) in the case of the Development Projects, is used therein as of the Closing and (2) in the case the Discontinued Products, was, prior to the date of this Agreement, used therein (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual Property”); (xi) except as provided in Section 2.01(b)(xii), subject to Section 2.04 and to the extent transferable, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale of the Products, (B) any pending applications for the same and (C) the remaining rights of the Asset Seller Entities, if any, in Registrations previously used exclusively in the distribution, marketing, promotion, selling or offering for sale of the Products that have expired or terminated Business prior to the Closing Date; (xiif) subject the full benefit of all unfulfilled orders, contracts, engagements or commitments to Section 2.04 and to which the extent transferable, the Governmental Authorizations held by the Asset Seller Entities used exclusively in or related exclusively to the Triage Business or the Purchased Assets; (xiii) subject to Section 6.08, all advertising, marketing, training and promotional materials and all other printed or written materials, including website content and the design of such websites protected by applicable Law, in each case that Company is used exclusively in, or related exclusively to, the Triage Business; (xiv) all inventories used or intended for use in the Triage Business (the “Transferred Inventory”), including (A) raw materials, but solely to the extent used or intended for use in the Triage Business, and (B) all works in process, semi-finished and finished products, stores, replacement and spare parts, packaging and labelling materials, operating supplies and inventory on consignment, in transit or deposited in a warehouse, in each case to the extent used or intended for use in the Products; (xv) all credits, prepaid expenses, advance payments, security deposits, escrows and other prepaid items to the extent paid to a Third Party and to the extent directly related to the Triage Business; (xvi) except to the extent related to or arising out of or in connection with any Excluded Liabilities or Excluded Assets, all claims, counterclaims, causes of action, choses in action, rights of recovery, and rights of set-off of any kind (including all damages and payments for past, present or future infringement or misappropriation of Transferred Intellectual Property and the Additional Assigned Intellectual Property, the right to use and recover for past infringements or misappropriations of Transferred Intellectual Property and the Additional Assigned Intellectual Property, and any and all corresponding rights that have been, now or hereafter may be secured throughout the world with respect to any Transferred Intellectual Property and the Additional Assigned Intellectual Property), in each case to the extent related to, arising out of or entitled in connection with the Triage BusinessBusiness including the full benefit of all forward commitments by the Company for materials or supplies, the Purchased Assets or the Assumed Liabilitiesservices whether or not there are any contracts in respect thereto; (xviig) subject to Section 6.10all computer equipment, to the extent permitted by applicable Law, (A) sole ownership of Books, Records software and Files related license and Tax Returns relating exclusively to the Triage Business, the Purchased Assets or the Assumed Liabilities, and (B) co-ownership of an undivided interest (with each Party retaining, subject to Section 6.04, the right to use, license, disclose, grant access to, transfer and convey the same without restriction except as expressly set forth in Sections 6.04(b), (c) and (d)) in any Books, Records and Files and Tax Returns to the extent relating to the Triage Business, the Purchased Assets or the Assumed Liabilities and not included in clause (A) of this Section 2.01(a)(xvii); provided that Seller may redact any information not related to the Triage Business from any Books, Records and Files or Tax Returns (the documents and other tangible and electronic embodiments service agreements of the items described in clauses (A) and (B) of this Section 2.01(a)(xvii)Company, the “Triage Business Records”); (xviii) except for the items described in Section 2.01(a)(xix) and Section 2.01(b)(viii), and subject to Section 2.04, (A) the Information Technology Assets listed on Schedule 2.01(a)(xviii) and (B) (1) all rights under Exclusive Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets and (2) the rights under the Shared Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use conduct of the Information Technology Assets described in clause Business, set forth on Schedule 2.13 of the Disclosure Schedule; and, (Ah) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets, in the case of this subclause (2) to the extent All other assets used in or related useful to the Triage Business; (xix) all owned or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily used by the Transferred Employees; (xx) without duplication conduct of the assets, rights and properties described in Sections 2.01(a)(ix) and (x), (A) the cell lines used exclusively in the Triage Business and described more particularly on Schedule 2.01(a)(xx)(A), and (B) an aliquot of the cell lines used both in the Triage Business and the Excluded Business and described more particularly on Schedule 2.01(a)(xx)(B); (xxi) the sample banks described on Schedule 2.01(a)(xxi); (xxii) the rights under Contracts (other than any license agreement for Intellectual Property) to which any Asset Seller Entity is a party, to the extent relating to the leasing, maintenance, outfitting, or other operation of the Transferred Real Property, but excluding (A) Contracts that exclusively relate to any activities of the Excluded Businesses that may be conducted at the Transferred Real Property, (B) Contracts that relate to the manufacture of products, and (C) any Ancillary Agreements; and (xxiii) all goodwill of the Triage Business as a going concernBusiness.

Purchased Assets. Upon On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, assign and transfer, and Seller shall cause the other applicable Asset Seller Entities TERRA Parties agree to sell, convey, assign and transfer to the applicable Designated Purchaser, and Purchaser shall, or shall cause the other applicable Designated Purchasers to, purchase from the applicable Asset Seller EntitiesBuyer, free and clear of any Liensall Encumbrances, other than Permitted Encumbrances, and NHL agrees to purchase from the TERRA Parties, effective as of the Closing Date, all of the TERRA Parties right, title and interest of Seller and the other Asset Seller Entities, in and to all of the following assetsassets and the rights, rights privileges, claims and properties of any kind whatsoever that are related thereto, whether owned or leased, real or personal, tangible or intangible, of every kind and description and wheresoever situated, as a going concern other than the assets specifically included in the Excluded Assets (collectively, the “Purchased Assets”):) as follows: (ia) all real property All share capital in TERRA owned by TMS, (b) All share capital in TERRA owned by SM, (c) All share capital in TERRA owned by CF, (d) All share capital in TERRA owned by COHV, (e) All Licenses and the rights thereunder, (f) All IP rights held by the TERRA Parties, (g) All rights to reimbursement and proceeds of insurance in respect of the Transferred Real Property; (ii) the tangible personal property, including machineryplants, equipmentbuildings, mechanical structures, improvements and spare partsappurtenances to realty, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media, fixtures, office equipment and other tangible property of any kind (other than any Information Technology Assets, which are solely addressed in Section 2.01(a)(xviii) and Section 2.01(a)(xix)), that is (A) subject to Section 2.01(b)(vi), located at the Purchaser Occupied Real Property and used primarily in or primarily related to the Triage Business, (B) set forth on Schedule 2.01(a)(ii) or (C) located at the facility of a Third Party supplier to any Asset Seller Entity and used primarily in or primarily related to the Triage Business; (iii) the spare parts and calibration equipment located at the portion of the Transferred Real Property depicted on Schedule 2.01(a)(iii) that are used primarily in or primarily related to the Triage Business; (iv) subject to Section 2.04, (A) the rights under Contracts to which any Asset Seller Entity is a party that are used, but not exclusively, in the Triage Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a “Shared Contract”), in each case to the extent used in or related to the Triage Businessimmovable property, and (B) all rights under the Contracts to which any Asset Seller Entity is a party that are exclusively used in the Triage Business or exclusively related to any Purchased Asset or Assumed Liability (each such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi), (2) as provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii) or Section 2.01(b)(x) and (3) for Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity fixtures (including with respect to Information Technology Assets), which are intended to be addressed in Section 2.01(a)(v); (v) subject to Section 2.04, (A) all rights under the Exclusive Contracts listed on Schedule 2.01(a)(v)(A) fixed machinery and (B) the rights under the Shared Contracts listed on Schedule 2.01(a)(v)(B), to the extent used in or related to the Triage Business; (vi) the rights under the Contracts by and between any Asset Seller Entity and (A) a Transferred Employee or (B) an independent contractor that is identified on the Triage Independent Contractor List, as updated pursuant to Section 7.01(b), in each case to the extent used in or related to the Triage Business; (vii) (A) the patents and patent applications listed on Schedule 2.01(a)(vii)(A) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof); and (B) the patents and patent applications listed on Schedule 2.01(a)(vii)(B) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof) (the “Specified Patents”); provided that the Specified Patents also shall be subject to the license granted pursuant to Section 6.12(b); (viii) subject to Section 6.09, the Trademarks listed on Schedule 2.01(a)(viii); (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are used exclusively in the Triage Business (the “Exclusive Triage Know-How”), and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are (1fixed equipment) used in the Triage Business and that do not constitute Exclusive Triage Know-How, or (2) are set forth on Schedule 2.01(a)(ix)(A) (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(ix), collectively, with the Intellectual Property described in Section 2.01(a)(v), Section 2.01(a)(vii) and Section 2.01(a)(viii), the “Transferred Intellectual Property”); (x) subject to Section 2.04 and to the extent transferable, (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that (1) are used exclusively in (x) the development programs conducted by the Asset Seller Entities with respect to the products that are set forth on Schedule 2.01(a)(x), as such development programs exist as of the Closing, and (y) any other products in development for the Triage system as of the date of this Agreement, as evidenced by written records (the development programs and products in development described in this Section 2.01(a)(x)(A)(1), the “Development Projects”), or (2) was, prior to the date of this Agreement, used exclusively in the Discontinued Products and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities and that are not included in clause (A) of this Section 2.01(a)(x) and that (1) in the case of the Development Projects, is used therein as of the Closing and (2) in the case the Discontinued Products, was, prior to the date of this Agreement, used therein (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual Property”); (xi) except as provided in Section 2.01(b)(xii), subject to Section 2.04 and to the extent transferable, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale of the Products, (B) any pending applications for the same and (C) the remaining rights of the Asset Seller Entities, if any, in Registrations previously used exclusively in the distribution, marketing, promotion, selling or offering for sale of the Products that have expired or terminated prior to the Closing Date; (xii) subject to Section 2.04 and to the extent transferable, the Governmental Authorizations held by the Asset Seller Entities used exclusively in or related exclusively to the Triage Business or the Purchased Assets; (xiii) subject to Section 6.08, all advertising, marketing, training and promotional materials and all other printed or written materials, including website content and the design of such websites protected by applicable Law, in each case that is used exclusively in, or related exclusively to, the Triage Business; (xiv) all inventories used or intended for use in the Triage Business (the “Transferred Inventory”), including (A) raw materials, but solely to the extent used or intended for use in the Triage Business, and (B) all works in process, semi-finished and finished products, stores, replacement and spare parts, packaging and labelling materials, operating supplies and inventory on consignment, in transit or deposited in a warehouse, in each case to the extent used or intended for use in the Products; (xv) all credits, prepaid expenses, advance payments, security deposits, escrows and other prepaid items to the extent paid to a Third Party and to the extent directly related to the Triage Business; (xvi) except to the extent related to or arising out of or in connection with any Excluded Liabilities or Excluded Assets, all claims, counterclaims, causes of action, choses in action, rights of recovery, and rights of set-off of any kind (including all damages and payments for past, present or future infringement or misappropriation of Transferred Intellectual Property and the Additional Assigned Intellectual Property, the right to use and recover for past infringements or misappropriations of Transferred Intellectual Property and the Additional Assigned Intellectual Property, and any and all corresponding rights that have been, now or hereafter may be secured throughout the world with respect to any Transferred Intellectual Property and the Additional Assigned Intellectual Property), in each case to the extent related to, arising out of or in connection with the Triage Business, the Purchased Assets which are damaged or destroyed in whole or in part on or before after the Assumed Liabilities;Closing Date, and (xviih) subject to Section 6.10Any other assets, to the extent permitted by applicable Law, (A) sole ownership of Books, Records and Files and Tax Returns relating exclusively to the Triage Business, the Purchased Assets or the Assumed Liabilities, and (B) co-ownership of an undivided interest (with each Party retaining, subject to Section 6.04, the right to use, license, disclose, grant access to, transfer and convey the same without restriction except as expressly set forth in Sections 6.04(b), (c) and (d)) in any Books, Records and Files and Tax Returns to the extent relating to the Triage Business, the Purchased Assets or the Assumed Liabilities and not included in clause (A) of this Section 2.01(a)(xvii); provided that Seller may redact any information not related to the Triage Business from any Books, Records and Files or Tax Returns (the documents and other tangible and electronic embodiments of the items described in clauses (A) and (B) of this Section 2.01(a)(xvii), the “Triage Business Records”); (xviii) except for the items described in Section 2.01(a)(xix) and Section 2.01(b)(viii), and subject to Section 2.04, (A) the Information Technology Assets listed on Schedule 2.01(a)(xviii) and (B) (1) all rights under Exclusive Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets and (2) the rights under the Shared Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets, in the case of this subclause (2) to the extent used in or related to the Triage Business; (xix) all owned or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily used by the Transferred Employees; (xx) without duplication of the assetsproperties, rights and properties described in Sections 2.01(a)(ix) and (x), (A) the cell lines used exclusively claims of whatever nature not specifically included in the Triage Business and described more particularly on Schedule 2.01(a)(xx)(A)Purchased Assets, and (B) an aliquot including, without limitation, the goodwill of the cell lines used both in Business that is necessary to or will facilitate the Triage Business and the Excluded Business and described more particularly on Schedule 2.01(a)(xx)(B); (xxi) the sample banks described on Schedule 2.01(a)(xxi); (xxii) the rights under Contracts (other than any license agreement for Intellectual Property) to which any Asset Seller Entity is a party, to the extent relating to the leasing, maintenance, outfitting, or other operation of the Transferred Real PropertyBusiness, but excluding (A) Contracts that exclusively relate to any activities of other than the Excluded Businesses that may be conducted at the Transferred Real Property, (B) Contracts that relate to the manufacture of products, and (C) any Ancillary Agreements; and (xxiii) all goodwill of the Triage Business as a going concernAssets.

Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, assign and transfer, and Seller shall cause the other applicable Asset Seller Entities to sell, convey, assign and transfer to the applicable Designated Purchaser, and Purchaser shall, or shall cause the other applicable Designated Purchasers to, purchase from the applicable Asset Seller Entities, free and clear of any Liens, other than Permitted Encumbrances, The “Purchased Assets” are all of the rightassets, title and interest of Seller and the other Asset Seller Entities, in and to the following assetsproperties, rights and properties claims of the Company other than as specifically provided pursuant to Section 1.3 below. Without limiting the generality of the foregoing, the Purchased Assets shall include the following: (a) all accounts receivable, and any payments from account debtors of the Company in respect of such accounts receivable; (b) all inventory relating to the Business (including raw materials, work in process, samples, supplies and finished goods) located at the Company’s facilities, in transit to or from the Company’s facilities, or held by the Company, its contractors, or third-party warehouses or vendors; (c) all machinery, equipment, office furnishings, display racks, shelves, decorations, fixtures and supplies relating to the Business, whether owned or leased; (d) all Intellectual Property (or rights thereto) owned or held for use by the Company, goodwill, customer files, lists of customers, suppliers and vendors, rights and claims under sales contracts, customer orders, service agreements, purchase orders, dealer and distributorship agreements and other similar commitments, telephone numbers, web sites, domain names, e-mail addresses (but for the avoidance of doubt not any personal email addresses used by employees of the Company (e.g., hotmail or gmail)) and other technologies and communication systems (including related computer hardware and software); (e) all rights in, to and under the Contracts set forth on Schedule 1.2(e), including all open customer orders set forth thereon and all receivables due after the Closing Date pursuant to such Contracts (the “Transferred Contracts”); (f) all books, records, files, papers and documents relating to the Purchased Assets”):Assets or the operations of the Business; (g) all computer hardware (including desktop and laptop computers and other systems hardware and networking and communications hardware) and all operating systems and software programs used in connection therewith; and all manuals, forms, guides and other materials used in connection therewith; (h) all prepaid expenses (other than with respect to Excluded Liabilities and Obligations) and deferred charges; (i) all real property rights in respect of the Transferred Real Property; (ii) the tangible personal property, including machinery, equipment, mechanical and spare parts, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media, fixtures, office equipment and other tangible property of any kind (other than any Information Technology Assets, which are solely addressed in Section 2.01(a)(xviii) and Section 2.01(a)(xix)), that is (A) subject to Section 2.01(b)(vi), located at the Purchaser Occupied Real Property and used primarily in or primarily related to the Triage Business, (B) set forth on Schedule 2.01(a)(ii) or (C) located at the facility of a Third Party supplier to any Asset Seller Entity and used primarily in or primarily related to the Triage Business; (iii) the spare parts and calibration equipment located at the portion of the Transferred Real Property depicted on Schedule 2.01(a)(iii) that are used primarily in or primarily related to the Triage Business; (iv) subject to Section 2.04, (A) the rights under Contracts to which any Asset Seller Entity is a party that are used, but not exclusively, in the Triage Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a “Shared Contract”), in each case to the extent used in or related to the Triage Business, and (B) all rights under the Contracts to which any Asset Seller Entity is a party that are exclusively used in the Triage Business or exclusively related to any Purchased Asset or Assumed Liability (each such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi), (2) as provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii) or Section 2.01(b)(x) and (3) for Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity (including with respect to Information Technology Assets), which are intended to be addressed in Section 2.01(a)(v); (v) subject to Section 2.04, (A) all rights under the Exclusive Contracts listed on Schedule 2.01(a)(v)(A) and (B) the rights under the Shared Contracts listed on Schedule 2.01(a)(v)(B), to the extent used in or related to the Triage Business; (vi) the rights under the Contracts by and between any Asset Seller Entity and (A) a Transferred Employee or (B) an independent contractor that is identified on the Triage Independent Contractor List, as updated pursuant to Section 7.01(b), in each case to the extent used in or related to the Triage Business; (vii) (A) the patents and patent applications listed on Schedule 2.01(a)(vii)(A) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof); and (B) the patents and patent applications listed on Schedule 2.01(a)(vii)(B) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof) (the “Specified Patents”); provided that the Specified Patents also shall be subject to the license granted pursuant to Section 6.12(b); (viii) subject to Section 6.09, the Trademarks listed on Schedule 2.01(a)(viii); (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are used exclusively in the Triage Business (the “Exclusive Triage Know-How”), and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are (1) used in the Triage Business and that do not constitute Exclusive Triage Know-How, or (2) are set forth on Schedule 2.01(a)(ix)(A) (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(ix), collectively, with the Intellectual Property described in Section 2.01(a)(v), Section 2.01(a)(vii) and Section 2.01(a)(viii), the “Transferred Intellectual Property”); (x) subject to Section 2.04 and to the extent transferable, (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that (1) are used exclusively in (x) the development programs conducted by the Asset Seller Entities with respect to the products that are set forth on Schedule 2.01(a)(x), as such development programs exist as of the Closing, and (y) any other products in development for the Triage system as of the date of this Agreement, as evidenced by written records (the development programs and products in development described in this Section 2.01(a)(x)(A)(1), the “Development Projects”), or (2) was, prior to the date of this Agreement, used exclusively in the Discontinued Products and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities and that are not included in clause (A) of this Section 2.01(a)(x) and that (1) in the case of the Development Projects, is used therein as of the Closing and (2) in the case the Discontinued Products, was, prior to the date of this Agreement, used therein (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual Property”); (xi) except as provided in Section 2.01(b)(xii), subject to Section 2.04 and to the extent transferable, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale of the Products, (B) any pending applications for the same and (C) the remaining rights of the Asset Seller Entities, if any, in Registrations previously used exclusively in the distribution, marketing, promotion, selling or offering for sale of the Products that have expired or terminated prior to the Closing Date; (xii) subject to Section 2.04 and to the extent transferable, the Governmental Authorizations held by the Asset Seller Entities used exclusively in or related exclusively to the Triage Business or the Purchased Assets; (xiii) subject to Section 6.08, all advertising, marketing, training and promotional materials and all other printed or written materials, including website content and the design of such websites protected by applicable Law, in each case that is used exclusively in, or related exclusively to, the Triage Business; (xiv) all inventories used or intended for use in the Triage Business (the “Transferred Inventory”), including (A) raw materials, but solely to the extent used or intended for use in the Triage Business, and (B) all works in process, semi-finished and finished products, stores, replacement and spare parts, packaging and labelling materials, operating supplies and inventory on consignment, in transit or deposited in a warehouse, in each case to the extent used or intended for use in the Products; (xv) all credits, prepaid expenses, advance payments, security deposits, escrows and other prepaid items to the extent paid to a Third Party and to the extent directly related to the Triage Business; (xvi) except to the extent related to or arising out of or in connection with any Excluded Liabilities or Excluded Assets, all claims, counterclaims, causes of action, choses in action, rights of recovery, defenses or counterclaims and rights of set-off of any kind (including all damages relating to any Purchased Assets and payments for past, present or future infringement or misappropriation of Transferred Intellectual Property Assumed Liabilities and the Additional Assigned Intellectual Property, the right to use make claims under and recover for past infringements or misappropriations other benefits of Transferred Intellectual Property and the Additional Assigned Intellectual Property, and any and all corresponding rights that have been, now or hereafter may be secured throughout the world contracts of insurance with respect to any Transferred Intellectual Property and the Additional Assigned Intellectual Property), in each case to the extent related to, arising out of or in connection with the Triage Business, the Purchased Assets or the Assumed Liabilities; (xvii) subject to Section 6.10, to the extent permitted by applicable Law, (A) sole ownership of Books, Records and Files and Tax Returns relating exclusively to the Triage Business, the Purchased Assets or the Assumed Liabilities, and (B) co-ownership of an undivided interest (with each Party retaining, subject to Section 6.04, the right to use, license, disclose, grant access to, transfer and convey the same without restriction except as expressly set forth in Sections 6.04(b), (c) and (d)) in any Books, Records and Files and Tax Returns to the extent relating to the Triage Business, the Purchased Assets or the Assumed Liabilities and not included in clause (A) of this Section 2.01(a)(xvii); provided that Seller may redact any information not related to the Triage Business from any Books, Records and Files or Tax Returns (the documents and other tangible and electronic embodiments of the items described in clauses (A) and (B) of this Section 2.01(a)(xvii), the “Triage Business Records”); (xviii) except for the items described in Section 2.01(a)(xix) and Section 2.01(b)(viii), and subject to Section 2.04, (Aj) the Information Technology Assets listed on Schedule 2.01(a)(xviii) network of photographers and (B) (1) all rights under Exclusive Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets and (2) the rights under the Shared Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets, in the case of this subclause (2) to the extent used in or related to the Triage Business; (xix) all owned or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily videographers used by the Transferred Employees; Company (xxthe “Photographer Network”) without duplication and all relationships and goodwill associated therewith and all rights of the assets, rights and properties described in Sections 2.01(a)(ix) and (x), (A) the cell lines used exclusively in the Triage Business and described more particularly on Schedule 2.01(a)(xx)(A), and (B) an aliquot Company to photographer/videographer marketing materials of the cell lines used both in the Triage Business and the Excluded Business and described more particularly on Schedule 2.01(a)(xx)(B); (xxi) the sample banks described on Schedule 2.01(a)(xxi); (xxii) the Company, including all rights under Contracts (other than any license agreement for Intellectual Property) to which any Asset Seller Entity is a party, to the extent relating to the leasing, maintenance, outfitting, or other operation of the Transferred Real PropertyCompany to photographer/videographer bios, but excluding (A) Contracts that exclusively relate to testimonials and portfolios, if any; provided that, for the avoidance of doubt, the transferability of any activities contracts with photographers and videographers and all rights of the Excluded Businesses that may be conducted at the Transferred Real Property, (B) Contracts that relate Company to the manufacture of products, and (C) any Ancillary Agreementssuch marketing materials are subject in all respects to Section 6.6 below; and (xxiiik) all goodwill $1,500,000 in cash (the “Transferred Cash”); provided, however, that the definition of the Triage Business Purchased Assets shall not include any items defined as a going concernExcluded Assets in Section 1.3 below.

Purchased Assets. Upon At the terms Closing hereunder as defined in Article 2.1 hereof, SELLER will, validly and effectively, grant, sell, convey and assign to BUYER, upon and subject to the terms and conditions of this Agreement, at all right, title and interest in and to all the Closingassets, Seller shall sellproperties and rights, conveytangible and intangible, assign and transferwhich are used in, and Seller shall cause the other applicable Asset Seller Entities to sell, convey, assign and transfer to the applicable Designated Purchaser, and Purchaser shallare necessary for, or shall cause otherwise constitute the Business (“Purchased Assets”), other applicable Designated Purchasers to, purchase from the applicable Asset Seller Entitiesthan Excluded Assets identified in Section 1.8 hereof, free and clear of all liens, pledges, security interests, charges, claims, restrictions and other encumbrances or defects of title of any Liensnature whatsoever. The Purchased Assets shall include, other than Permitted Encumbrancesbut not be limited to, all of those assets in the right, title and interest of Seller and the other Asset Seller Entities, in and to the following assets, rights and properties (the “Purchased Assets”):categories set forth below: (ia) all real property rights in respect of the Transferred Real Property; (ii) the tangible personal propertyAll office furnishings, including machinerydisplay racks, shelves, decorations, equipment, mechanical telephone and spare partstelecopy numbers, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media, fixtures, office equipment fixtures and other tangible property of any kind (other than any Information Technology Assets, which are solely addressed supplies used in Section 2.01(a)(xviii) and Section 2.01(a)(xix)), that is (A) subject to Section 2.01(b)(vi), located at the Purchaser Occupied Real Property and used primarily in or primarily related to the Triage Business, (B) set forth on Schedule 2.01(a)(ii) or (C) located at the facility of a Third Party supplier to any Asset Seller Entity and used primarily in or primarily related to the Triage Business; (iiib) All leaseholds, leasehold improvements, fixtures, and other appurtenances in the spare parts and calibration equipment leased premises at 000 X. Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxxxxxx, Xxxxxxx 00000 (the “Premises”). (c) All inventory located at the portion of the Transferred Real Property depicted on Schedule 2.01(a)(iii) that are used primarily Premises or in or primarily related transit to the Triage BusinessPremises, if any. (d) All customer files, all lists of customers, suppliers and vendors, all rights and claims under customer contracts, orders, service agreements, purchase orders, and other similar commitments, if any; (ive) subject Any and all documents and records relating to Section 2.04the Purchased Assets or the operations or products of the Business (including historical costing and pricing data), and employment and personnel records for any employees of the Business who are retained by the Purchaser; (Af) Rights under contracts, licenses, instruments or other agreements relating to the rights under Contracts to which any Asset Business, if any, including, without limitation, those certain franchise agreements with all of the franchisees of Seller Entity is a party that are usedand listed on Schedule 1.2 attached hereto and incorporated by reference herein (collectively, but not exclusively, in the Triage Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a “Shared ContractFranchise Agreements”), in each case to that certain lease and any amendments for the extent used in or related to the Triage BusinessPremises with Coneca Properties, and (B) all rights under the Contracts to which any Asset Seller Entity is a party that are exclusively used in the Triage Business or exclusively related to any Purchased Asset or Assumed Liability (each such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi), (2) as provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii) or Section 2.01(b)(x) and (3) for Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity (including with respect to Information Technology Assets), which are intended to be addressed in Section 2.01(a)(v); (v) subject to Section 2.04, (A) all rights under the Exclusive Contracts listed on Schedule 2.01(a)(v)(A) and (B) the rights under the Shared Contracts listed on Schedule 2.01(a)(v)(B), to the extent used in or related to the Triage Business; (vi) the rights under the Contracts by and between any Asset Seller Entity and (A) a Transferred Employee or (B) an independent contractor that is identified on the Triage Independent Contractor List, as updated pursuant to Section 7.01(b), in each case to the extent used in or related to the Triage Business; (vii) (A) the patents and patent applications listed on Schedule 2.01(a)(vii)(A) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof); and (B) the patents and patent applications listed on Schedule 2.01(a)(vii)(B) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof) Ltd. (the “Specified PatentsLease”); provided that ) and the Specified Patents also shall be subject to the license granted pursuant to Section 6.12(b); (viii) subject to Section 6.09employment agreements with Xxxxxx Xxxxxx, the Trademarks listed on Schedule 2.01(a)(viii); (A) subject to Schedule 2.01(a)(ix)(A)Xxxx Xxxxxxx, the Antibody Assets, other Know-How Xxxxxxx Greenland and Other Intellectual Property owned by the Asset Seller Entities that are used exclusively in the Triage Business Xxxxxx Xxxxxxxxx (the “Exclusive Triage Know-How”), and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are (1) used in the Triage Business and that do not constitute Exclusive Triage Know-How, or (2) are set forth on Schedule 2.01(a)(ix)(A) (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(ix), collectively, with the Intellectual Property described in Section 2.01(a)(v), Section 2.01(a)(vii) and Section 2.01(a)(viii), the “Transferred Intellectual PropertyEmployment Agreements”); (xg) subject All information systems, programs, software, websites, URLs domain names and documentation thereof which are used or intended to Section 2.04 be used in the conduct of the Business; (h) All permits, licenses, franchises, product registrations, filings, authorizations, approvals, and indicia of authority, if any, that are transferable to conduct the operations of the Business; (i) All other assets, properties, rights, and claims related to the extent transferable, (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that (1) are used exclusively in (x) the development programs conducted by the Asset Seller Entities with respect to the products that are set forth on Schedule 2.01(a)(x), as such development programs exist as operation of the Closing, and Business which arise in or from the conduct thereof; (yj) any other products in development for the Triage system as of the date of this Agreement, as evidenced by written records (the development programs and products in development described in this Section 2.01(a)(x)(A)(1), the “Development Projects”), or (2) was, prior to the date of this Agreement, used exclusively in the Discontinued Products and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities and that are not included in clause (A) of this Section 2.01(a)(x) and that (1) in the case of the Development Projects, is used therein Accounts Receivable existing as of the Closing Date, including, but not limited to, amounts due and (2) valid claims against students of the Business for goods or services delivered or rendered or goods to be delivered or rendered in the case the Discontinued Products, was, prior to the date ordinary course of this Agreement, used therein (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual Property”)business; (xik) except as provided in Section 2.01(b)(xii)Cash, subject to Section 2.04 cash equivalents and to the extent transferable, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale of the Products, (B) any pending applications for the same and (C) the remaining rights of the Asset Seller Entities, if any, in Registrations previously used exclusively in the distribution, marketing, promotion, selling or offering for sale of the Products that have expired or terminated prior to the Closing Date; (xii) subject to Section 2.04 and to the extent transferable, the Governmental Authorizations held by the Asset Seller Entities used exclusively in or related exclusively to the Triage Business or the Purchased Assets; (xiii) subject to Section 6.08, all advertising, marketing, training and promotional materials and all other printed or written materials, including website content and the design of such websites protected by applicable Law, in each case that is used exclusively in, or related exclusively to, the Triage Business; (xiv) all inventories used or intended for use in the Triage Business (the “Transferred Inventory”), including (A) raw materials, but solely to the extent used or intended for use in the Triage Business, and (B) all works in process, semi-finished and finished products, stores, replacement and spare parts, packaging and labelling materials, operating supplies and inventory on consignment, in transit or deposited in a warehouse, in each case to the extent used or intended for use in the Products; (xv) all credits, prepaid expenses, advance payments, security deposits, escrows and other prepaid items to the extent paid to a Third Party and to the extent directly related to the Triage Business; (xvi) except to the extent related to or arising out of or in connection with any Excluded Liabilities or Excluded Assets, all claims, counterclaims, causes of action, choses in action, rights of recovery, and rights of set-off of any kind (including all damages and payments for past, present or future infringement or misappropriation of Transferred Intellectual Property and the Additional Assigned Intellectual Property, the right to use and recover for past infringements or misappropriations of Transferred Intellectual Property and the Additional Assigned Intellectual Property, and any and all corresponding rights that have been, now or hereafter may be secured throughout the world with respect to any Transferred Intellectual Property and the Additional Assigned Intellectual Property), in each case to the extent related to, arising out of or in connection with the Triage Business, the Purchased Assets or the Assumed Liabilities; (xvii) subject to Section 6.10, to the extent permitted by applicable Law, (A) sole ownership of Books, Records and Files and Tax Returns relating exclusively to the Triage Business, the Purchased Assets or the Assumed Liabilities, and (B) co-ownership of an undivided interest (with each Party retaining, subject to Section 6.04, the right to use, license, disclose, grant access to, transfer and convey the same without restriction except as expressly set forth in Sections 6.04(b), (c) and (d)) in any Books, Records and Files and Tax Returns to the extent relating to the Triage Business, the Purchased Assets or the Assumed Liabilities and not included in clause (A) of this Section 2.01(a)(xvii); provided that Seller may redact any information not related to the Triage Business from any Books, Records and Files or Tax Returns (the documents and other tangible and electronic embodiments of the items described in clauses (A) and (B) of this Section 2.01(a)(xvii), the “Triage Business Records”); (xviii) except for the items described in Section 2.01(a)(xix) and Section 2.01(b)(viii), and subject to Section 2.04, (A) the Information Technology Assets listed on Schedule 2.01(a)(xviii) and (B) (1) all rights under Exclusive Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets and (2) the rights under the Shared Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets, in the case of this subclause (2) to the extent used in or related to the Triage Business; (xix) all owned or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily used by the Transferred Employees; (xx) without duplication of the assets, rights and properties described in Sections 2.01(a)(ix) and (x), (A) the cell lines used exclusively in the Triage Business and described more particularly on Schedule 2.01(a)(xx)(A), and (B) an aliquot of the cell lines used both in the Triage Business and the Excluded Business and described more particularly on Schedule 2.01(a)(xx)(B); (xxi) the sample banks described on Schedule 2.01(a)(xxi); (xxii) the rights under Contracts (other than any license agreement for Intellectual Property) to which any Asset Seller Entity is a party, to the extent relating to the leasing, maintenance, outfitting, or other operation of the Transferred Real Property, but excluding (A) Contracts that exclusively relate to any activities of the Excluded Businesses that may be conducted at the Transferred Real Property, (B) Contracts that relate to the manufacture of products, and (C) any Ancillary Agreementsmarketable securities; and (xxiiil) all goodwill Contracts of the Triage Business as a going concerninsurance for employee group medical, dental and life insurance plans, if any.

Purchased Assets. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing, Seller Sellers shall sell, convey, assign and transfer, and Seller shall cause the other applicable Asset Seller Entities to sell, convey, assign and transfer deliver, or cause to the applicable Designated be sold, conveyed, transferred, assigned and delivered, to Purchaser, and Purchaser shall, or shall cause the other applicable Designated Purchasers to, purchase from the applicable Asset Seller EntitiesSellers, free and clear of any Liens, all Liens other than Permitted EncumbrancesLiens, all of the Sellers’ right, title and interest of Seller in, to and the other Asset Seller Entities, in and to under the following assets, rights and properties properties, wherever located (collectively, the “Purchased Assets”): (i) all real property rights Inventory located at or in respect of transit to or from the Transferred Real Property; (ii) the tangible personal property, including (A) all machinery, equipment, mechanical and spare parts, suppliesfixtures, tools, tooling, jigs, molds, dies, production supplies, samplesaccessories, mediamaterials, fixturesparts, office equipment packaging, machines (including computers and other hardware), prototypes, equipment, furniture and other tangible property of any kind (other than any Information Technology Assetspersonal property, which are solely addressed in Section 2.01(a)(xviii) and Section 2.01(a)(xix))each case, that is (A) subject to Section 2.01(b)(vi), the extent located at the Purchaser Occupied Real Property and used primarily in or primarily related to the Triage BusinessProperty, (B) all “fiber fabric” tooling, jigs and fixtures located at the Michigan Real Property used for the manufacture and assembly of the S1 and C5 Pursuit models (the “Michigan Tooling”), (C) all tangible property set forth on Schedule 2.01(a)(ii2.1(a)(ii) or and (CD) located at the facility of a Third Party supplier to any Asset Seller Entity and used primarily in or primarily related to vehicles listed on Schedule 2.1(a)(ii) (clauses (A) through (D), collectively, the Triage Business“Business Tangible Property”); (iii) the spare parts and calibration equipment located at the portion of the Transferred Florida Owned Real Property depicted on Schedule 2.01(a)(iii) that are used primarily and the leasehold interests in the Leased Real Property (and Sellers’ right, title and interest in or primarily related to the Triage Businessany buildings, structures, improvements and fixtures thereon); (iv) subject to Section 2.04, (A) all Business Owned IP (including, for clarity, all rights of Sellers in and to the rights under Contracts to which any Asset Seller Entity is a party that are used, but not exclusively, in the Triage Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a name “Shared ContractPursuit”), (B) copies of all works of authorship covered by the Copyrights in each case the Business Owned IP, (C) copies of all records in the possession or control of Sellers to the extent used in or related relating to the Triage BusinessBusiness Owned IP, (D) copies of all designs, schematics, diagrams, and charts to the extent relating to the design, manufacture, testing, delivery, support or maintenance of any Business Product and (BE) all rights under telephone numbers and fax numbers associated with the Contracts to which any Asset Seller Entity is a party that are exclusively used in Real Property and all email addresses specifically associated with the Triage Business or exclusively related to any Purchased Asset or Assumed Liability (each such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi), (2) as provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii) or Section 2.01(b)(x) and (3) for Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity (including with respect to Information Technology Assets), which are intended to be addressed in Section 2.01(a)(vif any); (v) subject to Section 2.04all books, records, ledgers, logs, documentation, correspondence, lists, specifications, reports, manuals, surveys and files or other similar materials and information (A) including all rights under the Exclusive Contracts listed on Schedule 2.01(a)(v)(A) sales, marketing and (B) the rights under the Shared Contracts listed on Schedule 2.01(a)(v)(Bpromotional literature or materials, lists of current and prospective customers, suppliers, distributors, dealers and sales representatives, lists of prospects, lists of other purchasers of goods and services, business plans and marketing plans, market research, records of operation, product lists and databases, engineering and production files, standard forms of documents, manuals of operations or business procedures, employee training materials and similar materials), whether in paper, electronic or other form, in each case, to the extent used in or related relating to the Triage Business; (vi) the rights under the Contracts by and between any Asset Seller Entity and (A) a Transferred Employee or (B) an independent contractor that is identified on the Triage Independent Contractor List, as updated pursuant to Section 7.01(b), in each case to the extent used in or related to the Triage Business; (vii) (A) the patents and patent applications listed on Schedule 2.01(a)(vii)(A) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof); and (B) the patents and patent applications listed on Schedule 2.01(a)(vii)(B) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof) (the “Specified Patents”); provided that the Specified Patents also shall be subject to the license granted pursuant to Section 6.12(b); (viii) subject to Section 6.09, the Trademarks listed on Schedule 2.01(a)(viii); (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are used exclusively in the Triage Business (the “Exclusive Triage Know-How”), and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are (1) used in the Triage Business and that do not constitute Exclusive Triage Know-How, or (2) are set forth on Schedule 2.01(a)(ix)(A) (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(ix), collectively, with the Intellectual Property described in Section 2.01(a)(v), Section 2.01(a)(vii) and Section 2.01(a)(viii), the “Transferred Intellectual Property”); (x) subject to Section 2.04 and to the extent transferable, (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that (1) are used exclusively in (x) the development programs conducted by the Asset Seller Entities with respect to the products that are set forth on Schedule 2.01(a)(x), as such development programs exist as of the Closing, and (y) any other products in development for the Triage system as of the date of this Agreement, as evidenced by written records (the development programs and products in development described in this Section 2.01(a)(x)(A)(1), the “Development Projects”), or (2) was, prior to the date of this Agreement, used exclusively in the Discontinued Products and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities and that are not included in clause (A) of this Section 2.01(a)(x) and that (1) in the case of the Development Projects, is used therein as of the Closing and (2) in the case the Discontinued Products, was, prior to the date of this Agreement, used therein (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual Property”); (xi) except as provided in Section 2.01(b)(xii), subject to Section 2.04 and to the extent transferable, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale of the Products, (B) any pending applications for the same and (C) the remaining rights of the Asset Seller Entities, if any, in Registrations previously used exclusively in the distribution, marketing, promotion, selling or offering for sale of the Products that have expired or terminated prior to the Closing Date; (xii) subject to Section 2.04 and to the extent transferable, the Governmental Authorizations held by the Asset Seller Entities used exclusively in or related exclusively to the Triage Business or the Purchased Assets; (xiii) subject to Section 6.08, all advertising, marketing, training and promotional materials and all other printed or written materials, including website content and the design of such websites protected by applicable Law, in each case that is used exclusively in, or related exclusively to, the Triage Business; (xiv) all inventories used or intended for use in the Triage Business (the “Transferred Inventory”), including (A) raw materials, but solely to the extent used or intended for use in the Triage Business, and (B) all works in process, semi-finished and finished products, stores, replacement and spare parts, packaging and labelling materials, operating supplies and inventory on consignment, in transit or deposited in a warehouse, in each case to the extent used or intended for use in the Products; (xv) all credits, prepaid expenses, advance payments, security deposits, escrows and other prepaid items to the extent paid to a Third Party and to the extent directly related to the Triage Business; (xvi) except to the extent related to or arising out of or in connection with any Excluded Liabilities or Excluded Assets, all claims, counterclaims, causes of action, choses in action, rights of recovery, and rights of set-off of any kind (including all damages and payments for past, present or future infringement or misappropriation of Transferred Intellectual Property and the Additional Assigned Intellectual Property, the right to use and recover for past infringements or misappropriations of Transferred Intellectual Property and the Additional Assigned Intellectual Property, and any and all corresponding rights that have been, now or hereafter may be secured throughout the world with respect to any Transferred Intellectual Property and the Additional Assigned Intellectual Property), in each case to the extent related to, arising out of or in connection with the Triage Business, the Purchased Assets or the Assumed Liabilities; (xvii) subject to Section 6.10, to the extent permitted by applicable Law, (A) sole ownership of Books, Records and Files and Tax Returns relating exclusively to the Triage Business, the Purchased Assets or the Assumed Liabilities, but excluding (A) the Retained Books and Records and (B) co-ownership of an undivided interest personnel records that may not be transferred to Purchaser under applicable Law; (with each Party retainingvi) the Contracts set forth on Schedule 2.1(a)(vi), subject to Section 6.046.11 (collectively, such Contracts, the right to use, license, disclose, grant access “Assigned Contracts”); (vii) all Permits primarily relating to, transfer and convey primarily used or primarily held for use in the same without restriction except as expressly Business, including those Permits set forth in Sections 6.04(bon Schedule 2.1(a)(vii) (collectively, the “Assigned Permits”), in each case, to the extent assignable as a matter of applicable Law; (cviii) the prepaid expenses, advance payments, prepayments, overpayments, credits and security and other deposits made by Sellers to the extent set forth on Schedule 2.1(a)(viii) (dthe “Purchased Prepaid Expenses and Deposits”); (ix) all orders and backlog for Business Products outstanding as of the Closing (but, for clarity, not any accounts receivable or rebates of the Business outstanding as of the Closing); (x) the assets, rights and properties set forth on Schedule 2.1(a)(x); (xi) all present and future rights, claims, counterclaims, demands, warranties, causes of action, choses in any Booksaction and rights of recovery or refund or reimbursement or set-off, Records of whatever nature and Files whether or not liquidated, and Tax Returns all benefits arising therefrom, including all insurance and indemnity claims, in each case, to the extent relating to the Triage Business, the Purchased Assets or the Assumed Liabilities and not included in clause (A) of this Section 2.01(a)(xvii); provided that Seller may redact any information not related to the Triage Business from any Books, Records and Files or Tax Returns (the documents and other tangible and electronic embodiments of the items described in clauses (A) and (B) of this Section 2.01(a)(xvii), the “Triage Business Records”); (xviii) except for the items described in Section 2.01(a)(xix) and Section 2.01(b)(viii), and subject to Section 2.04, (A) the Information Technology Assets listed on Schedule 2.01(a)(xviii) and (B) (1) all rights under Exclusive Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets and (2) the rights under the Shared Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets, in the case of this subclause (2) to the extent used in or related to the Triage Business; (xix) all owned or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily used by the Transferred Employees; (xx) without duplication of the assets, rights and properties described in Sections 2.01(a)(ix) and (x), (A) the cell lines used exclusively in the Triage Business and described more particularly on Schedule 2.01(a)(xx)(A), and (B) an aliquot of the cell lines used both in the Triage Business and the Excluded Business and described more particularly on Schedule 2.01(a)(xx)(B); (xxi) the sample banks described on Schedule 2.01(a)(xxi); (xxii) the rights under Contracts (other than any license agreement for Intellectual Property) to which any Asset Seller Entity is a party, to the extent relating to the leasing, maintenance, outfitting, or other operation of the Transferred Real Property, but excluding (A) Contracts that exclusively relate to any activities of the Excluded Businesses that may be conducted at the Transferred Real Property, (B) Contracts that relate to the manufacture of products, and (C) any Ancillary AgreementsLiabilities; and (xxiiixii) all goodwill of associated with the Triage Business as a going concernPurchased Assets or the Business.

Purchased Assets. Upon the terms and subject to the conditions of this AgreementAgreement and in reliance upon the representations and warranties contained herein, at on the ClosingClosing Date, Seller BU shall sell, convey, assign and transfer, assign, convey and Seller shall cause the other applicable Asset Seller Entities deliver to sell, convey, assign and transfer to the applicable Designated PurchaserSantolubes, and Purchaser shall, or Santolubes shall cause the other applicable Designated Purchasers to, purchase from the applicable Asset Seller EntitiesBU, free and clear of any Liens, other than all Liens (except Permitted EncumbrancesLiens and subject to the Excluded Assets set forth in Section 1.3), all of the rightassets that are used, title owned, or leased by BU and interest of Seller and that are used or held for use by BU in or in connection with the other Asset Seller EntitiesPurchased Business, in and to the following assetsincluding, rights and properties (the “Purchased Assets”):without limitation: (ia) all real property rights in respect of All improvements and fixtures owned by BU and located on or at the Transferred Real PropertySpartanburg Site; (iib) the tangible personal propertyall of BU's owned or leased equipment, including machinery, equipmentfixtures and improvements, mechanical and tooling, spare parts, supplies, tools, tooling, jigs, molds, dies, production suppliesand other material located upon or in the Spartanburg Site or used in or in connection with the operation of the Purchased Business, samplesincluding without limitation, media, fixtures, office all of the items of equipment and other tangible property machinery, identified and/or included in the Master Balance Sheet, and all of the replacements for any kind (other than of the foregoing, and any Information Technology Assets, which are solely addressed in Section 2.01(a)(xviii) and Section 2.01(a)(xix)), that is (A) subject to Section 2.01(b)(vi), located at the Purchaser Occupied Real Property and used primarily in or primarily related rights of BU to the Triage Business, (B) set forth on Schedule 2.01(a)(ii) or (C) located at warranties and licenses received from the facility manufacturers and distributors of a Third Party supplier said items and to any Asset Seller Entity related claims, credits, rights of recovery and used primarily in or primarily related set-off with respect to the Triage Business; (iii) the spare parts and calibration equipment located at the portion of the Transferred Real Property depicted on Schedule 2.01(a)(iii) that are used primarily in or primarily related to the Triage Business; (iv) subject to Section 2.04, (A) the rights under Contracts to which any Asset Seller Entity is a party that are usedsaid items, but not exclusively, in the Triage Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a “Shared Contract”), in each case only to the extent used in or related to such rights are assignable (the Triage Business, and (B) all rights under the Contracts to which any Asset Seller Entity is a party that are exclusively used in the Triage Business or exclusively related to any Purchased Asset or Assumed Liability (each such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi), (2) as provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii) or Section 2.01(b)(x) and (3) for Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity (including with respect to Information Technology Assets), which are intended to be addressed in Section 2.01(a)(v"Manufacturing Equipment"); (v) subject to Section 2.04, (Ac) all rights under of the Exclusive Contracts listed motor vehicles, whether or not licensed or registered to operate on Schedule 2.01(a)(v)(A) public highways, including, without limitation, automobiles, trucks, forklifts, loaders, self-propelled carts, sweepers and other motorized equipment, used or held for use by BU in the conduct of the Purchased Business, including without limitation, those vehicles and equipment identified and/or included in the Master Balance Sheet, and all spare parts, fuel and other supplies, tools and other items used or held for use by BU in the operation or maintenance thereof (B) collectively, the rights under the Shared Contracts listed on Schedule 2.01(a)(v)(B), to the extent used in or related to the Triage Business; (vi) the rights under the Contracts by and between any Asset Seller Entity and (A) a Transferred Employee or (B) an independent contractor that is identified on the Triage Independent Contractor List, as updated pursuant to Section 7.01(b), in each case to the extent used in or related to the Triage Business; (vii) (A) the patents and patent applications listed on Schedule 2.01(a)(vii)(A) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof); and (B) the patents and patent applications listed on Schedule 2.01(a)(vii)(B) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof) (the “Specified Patents”); provided that the Specified Patents also shall be subject to the license granted pursuant to Section 6.12(b"Motor Vehicles"); (viiid) subject to Section 6.09All Product-related Inventory, the Trademarks listed on Schedule 2.01(a)(viii); (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are used exclusively in the Triage Business (the “Exclusive Triage Know-How”), and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are (1) used in the Triage Business and that do not constitute Exclusive Triage Know-How, or (2) are set forth on Schedule 2.01(a)(ix)(A) (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(ix), collectively, with the Intellectual Property described in Section 2.01(a)(v), Section 2.01(a)(vii) and Section 2.01(a)(viii), the “Transferred Intellectual Property”); (x) subject to Section 2.04 and to the extent transferable, (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that (1) are used exclusively in (x) the development programs conducted by the Asset Seller Entities with respect to the products that are set forth on Schedule 2.01(a)(x), as such development programs exist as of the Closing, and (y) any other products in development for the Triage system as of the date of this Agreement, as evidenced by written records (the development programs and products in development described in this Section 2.01(a)(x)(A)(1), the “Development Projects”), or (2) was, prior to the date of this Agreement, used exclusively in the Discontinued Products and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities and that are not included in clause (A) of this Section 2.01(a)(x) and that (1) in the case of the Development Projects, is used therein wherever located as of the Closing and (2) in the case the Discontinued Products, was, Date as well as BU's right to receive Product-related Inventory that was ordered by BU from suppliers prior to the date but not received by BU as of this Agreement, used therein (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual Property”); (xi) except as provided in Section 2.01(b)(xii), subject to Section 2.04 and to the extent transferable, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale of the Products, (B) any pending applications for the same and (C) the remaining rights of the Asset Seller Entities, if any, in Registrations previously used exclusively in the distribution, marketing, promotion, selling or offering for sale of the Products that have expired or terminated prior to the Closing Date; (xiie) subject All of BU's Contracts relating exclusively or principally to the Purchased Business or the manufacture, purchase, use, sale and distribution (or any of them) of the Products, all of which are set forth on Schedule 1.1(e) (the "Assigned Contracts"), provided, however, none of the following Contracts are included in the Assigned Contracts: (1) all computer, software, telephone (except rights to BU's telephone number(s)), financial, employee support or other services, goods and accommodations which Synalloy or any Affiliate of Synalloy furnished to BU prior to Closing, and (2) Contracts involving the lending of money to or for the benefit of BU; (f) All deposits and rights associated with prepaid expenses, if any, made by BU that are accrued but unused as of the Closing Date and that relate exclusively to the Assigned Contracts, including, without limitation, the items listed or otherwise included in the Master Balance Sheet (the "Prepaid Expenses"); (g) the Intellectual Property Assets as described in Section 2.04 3.5, including BU's domain name, web addresses, and telephone number(s); (h) to the extent transferabletheir transfer is permitted by Law, all Permits related to the Purchased Business, including all applications therefore, including, without limitation, those identified on Schedule 1.1(h); (i) all trade, customer accounts and notes receivable, unbilled retention, costs in excess of bxxxxxxx, unbilled revenues, reimbursable costs and expenses and other claims for money due to BU relating to the Purchased Business, including, without limitation, those identified and/or included in the Master Balance Sheet (collectively, the Governmental Authorizations held "Accounts Receivables"); provided, however, no Accounts Receivable owed by any Affiliate of Synalloy are included in the Asset Seller Entities used exclusively in or related exclusively to the Triage Business Accounts Receivable or the Purchased AssetsAssets unless the same are included in the Master Balance Sheet; (xiiij) subject to Section 6.08all mailing lists, all advertisingequipment maintenance records, marketingwarranty information, training specifications for plant facilities and promotional materials and all other printed or written materialsproducts, including website content records of plant operations and the design source and disposition of such websites protected by applicable Lawmaterials used and produced therein, in each case that is used exclusively instandard forms of documents, manuals of operation or related exclusively tobusiness procedures, and other proprietary or confidential information to the Triage extent the same may be necessary or desirable for the operation of the Purchased Business; (xivk) all inventories used or intended for use in BU customer lists, including that certain recently generated list of all of BU's customers, that have purchased the Triage Business Products since January 1, 2007, setting forth the name and address of each such customer (the “Transferred Inventory”"Customer List"), including (A) raw materials, but solely to the extent used or intended for use in the Triage Business, and (B) all works in process, semi-finished and finished products, stores, replacement and spare parts, packaging and labelling materials, operating supplies and inventory on consignment, in transit or deposited in a warehouse, in each case to the extent used or intended for use in the Products; (xvl) all creditsBU supplier lists, prepaid expenses, advance payments, security deposits, escrows and other prepaid items to the extent paid to a Third Party and to the extent directly including that certain recently generated list of all of BU's suppliers that have supplied Inventory related to the Triage Purchased Business and the Products, since January 1, 2007, setting forth the name and address of each such supplier (the "Supplier List"); (m) all books, files and records of BU relating to the business and operations of the Purchased Business (other than minutes of corporate meetings, capital stock ledger and purely corporate records which Santolubes may agree are not necessary or advisable to the conduct of the Purchased Business); (n) all goodwill of BU relating to the Purchased Business; (xvio) except to the extent related to or arising out of or in connection with any Excluded Liabilities or Excluded Assets, all claims, counterclaimswarranties, guaranties, refunds, causes of action, choses in action, rights of recovery, rights of set off and rights of set-off recoupment of any every kind (including all damages and payments for past, present or future infringement or misappropriation of Transferred Intellectual Property and the Additional Assigned Intellectual Property, the right to use and recover for past infringements or misappropriations of Transferred Intellectual Property and the Additional Assigned Intellectual Property, and any and all corresponding rights nature that have been, now or hereafter may be secured throughout the world with respect to any Transferred Intellectual Property and the Additional Assigned Intellectual Property), in each case relate to the extent related to, arising out of or in connection with the Triage Purchased Business, the Purchased Assets or the Assumed Liabilities; (xvii) subject to Section 6.10, to the extent permitted by applicable Law, (A) sole ownership of Books, Records and Files and Tax Returns relating exclusively to the Triage Business, the Purchased Assets or the Assumed Liabilities, and (B) co-ownership of an undivided interest (with each Party retaining, subject to Section 6.04, the right to use, license, disclose, grant access to, transfer and convey the same without restriction except as expressly set forth in Sections 6.04(b), (c) and (d)) in any Books, Records and Files and Tax Returns to the extent relating to the Triage Business, the Purchased Assets or the Assumed Liabilities and not included in clause (A) of this Section 2.01(a)(xvii); provided that Seller may redact any information not related to the Triage Business from any Books, Records and Files or Tax Returns (the documents and other tangible and electronic embodiments of the items described in clauses (A) and (B) of this Section 2.01(a)(xvii), the “Triage Business Records”); (xviii) except for the items described in Section 2.01(a)(xix) and Section 2.01(b)(viii), and subject to Section 2.04, (A) the Information Technology Assets listed on Schedule 2.01(a)(xviii) and (B) (1) all rights under Exclusive Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets and (2) the rights under the Shared Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets, in the case of this subclause (2) to the extent used in or related to the Triage Business; (xix) all owned or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily used by the Transferred Employees; (xx) without duplication of the assets, rights and properties described in Sections 2.01(a)(ix) and (x), (A) the cell lines used exclusively in the Triage Business and described more particularly on Schedule 2.01(a)(xx)(A), and (B) an aliquot of the cell lines used both in the Triage Business and the Excluded Business and described more particularly on Schedule 2.01(a)(xx)(B); (xxi) the sample banks described on Schedule 2.01(a)(xxi); (xxii) the rights under Contracts (other than any license agreement for Intellectual Property) to which any Asset Seller Entity is a party, to the extent relating to the leasing, maintenance, outfitting, or other operation of the Transferred Real Property, but excluding (A) Contracts that exclusively relate to any activities of the Excluded Businesses that may be conducted at the Transferred Real Property, (B) Contracts that relate to the manufacture of products, and (C) any Ancillary AgreementsProducts; and (xxiiip) all goodwill other personal property owned by BU or used or held for use by BU in the conduct of the Triage Business Purchased Business, of whatever type or description including, without limitation, all furniture, office equipment, communicating equipment, computers, and office supplies (but excluding, however, any computer equipment, telephone equipment or software in which BU owns or owned a partial interest together with Synalloy and/or any Affiliate of Synalloy). The Purchased Business, including, without limitation, the foregoing properties and assets of BU (excepting those assets expressly excluded by Section 1.2), are herein referred to as a going concernthe "Purchased Assets" (which term, however, when used herein with respect to any date prior to the Closing Date, shall be deemed to refer to the properties and assets of BU that would constitute the "Purchased Assets" hereunder if the Closing were to take place on such date).

Purchased Assets. Upon At the terms Closing hereunder as defined in Article 2.1 hereof, SELLER will, validly and effectively, grant, sell, convey and assign to BUYER, upon and subject to the terms and conditions of this Agreement, at all right, title and interest in and to all the Closingassets, Seller shall sellproperties and rights, conveytangible and intangible, assign and transferwhich are used in, and Seller shall cause the other applicable Asset Seller Entities to sell, convey, assign and transfer to the applicable Designated Purchaser, and Purchaser shallare necessary for, or shall cause otherwise constitute the Business (“Purchased Assets”), other applicable Designated Purchasers to, purchase from the applicable Asset Seller Entitiesthan Excluded Assets identified in Section 1.8 hereof, free and clear of all liens, pledges, security interests, charges, claims, restrictions and other encumbrances or defects of title of any Liensnature whatsoever. The Purchased Assets shall include, other than Permitted Encumbrancesbut not be limited to, all of those assets in the right, title and interest of Seller and the other Asset Seller Entities, in and to the following assets, rights and properties (the “Purchased Assets”):categories set forth below: (ia) all real property rights in respect of the Transferred Real Property; (ii) the tangible personal propertyAll office furnishings, including machinerydisplay racks, shelves, decorations, equipment, mechanical telephone and spare partstelecopy numbers, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media, fixtures, office equipment fixtures and other tangible property of any kind (other than any Information Technology Assets, which are solely addressed supplies used in Section 2.01(a)(xviii) and Section 2.01(a)(xix)), that is (A) subject to Section 2.01(b)(vi), located at the Purchaser Occupied Real Property and used primarily in or primarily related to the Triage Business, (B) set forth on Schedule 2.01(a)(ii) or (C) located at the facility of a Third Party supplier to any Asset Seller Entity and used primarily in or primarily related to the Triage Business; (iiib) All leaseholds, leasehold improvements, fixtures, and other appurtenances in the spare parts and calibration equipment leased premises at 200 X. Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxxxxxx, Xxxxxxx 00000 (the “Premises”). (c) All inventory located at the portion of the Transferred Real Property depicted on Schedule 2.01(a)(iii) that are used primarily Premises or in or primarily related transit to the Triage BusinessPremises, if any. (d) All customer files, all lists of customers, suppliers and vendors, all rights and claims under customer contracts, orders, service agreements, purchase orders, and other similar commitments, if any; (ive) subject Any and all documents and records relating to Section 2.04, the Purchased Assets or the operations or products of the Business (A) the rights under Contracts to which any Asset Seller Entity is a party that are used, but not exclusively, in the Triage Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a “Shared Contract”including historical costing and pricing data), in each case to and employment and personnel records for any employees of the extent used in or related to Business who are retained by the Triage Business, and (B) all rights under the Contracts to which any Asset Seller Entity is a party that are exclusively used in the Triage Business or exclusively related to any Purchased Asset or Assumed Liability (each such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi), (2) as provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii) or Section 2.01(b)(x) and (3) for Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity (including with respect to Information Technology Assets), which are intended to be addressed in Section 2.01(a)(v)Purchaser; (vf) subject Rights under contracts, licenses, instruments or other agreements relating to Section 2.04the Business, (A) if any, including, without limitation, those certain franchise agreements with all rights under of the Exclusive Contracts franchisees of Seller and listed on Schedule 2.01(a)(v)(A) 1.2 attached hereto and incorporated by reference herein (B) the rights under the Shared Contracts listed on Schedule 2.01(a)(v)(B)collectively, to the extent used in or related to the Triage Business; (vi) the rights under the Contracts by and between any Asset Seller Entity and (A) a Transferred Employee or (B) an independent contractor that is identified on the Triage Independent Contractor List, as updated pursuant to Section 7.01(b), in each case to the extent used in or related to the Triage Business; (vii) (A) the patents and patent applications listed on Schedule 2.01(a)(vii)(A) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof); and (B) the patents and patent applications listed on Schedule 2.01(a)(vii)(B) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof) (the “Specified Patents”); provided that the Specified Patents also shall be subject to the license granted pursuant to Section 6.12(b); (viii) subject to Section 6.09, the Trademarks listed on Schedule 2.01(a)(viii); (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are used exclusively in the Triage Business (the “Exclusive Triage Know-HowFranchise Agreements”), and (B) co-ownership of an undivided interest (the employment agreements with Seller Sxxxxx Xxxxxx, Jxxx Xxxxxxx, Gxxxxxx Greenland and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are (1) used in the Triage Business and that do not constitute Exclusive Triage Know-How, or (2) are set forth on Schedule 2.01(a)(ix)(A) Axxxxx Xxxxxxxxx (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(ix), collectively, with the Intellectual Property described in Section 2.01(a)(v), Section 2.01(a)(vii) and Section 2.01(a)(viii), the “Transferred Intellectual PropertyEmployment Agreements”); (xg) subject All information systems, programs, software, websites, URLs domain names and documentation thereof which are used or intended to Section 2.04 be used in the conduct of the Business; (h) All permits, licenses, franchises, product registrations, filings, authorizations, approvals, and indicia of authority, if any, that are transferable to conduct the operations of the Business; (i) All other assets, properties, rights, and claims related to the extent transferable, (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that (1) are used exclusively in (x) the development programs conducted by the Asset Seller Entities with respect to the products that are set forth on Schedule 2.01(a)(x), as such development programs exist as operation of the Closing, and Business which arise in or from the conduct thereof; (yj) any other products in development for the Triage system as of the date of this Agreement, as evidenced by written records (the development programs and products in development described in this Section 2.01(a)(x)(A)(1), the “Development Projects”), or (2) was, prior to the date of this Agreement, used exclusively in the Discontinued Products and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities and that are not included in clause (A) of this Section 2.01(a)(x) and that (1) in the case of the Development Projects, is used therein Accounts Receivable existing as of the Closing Date, including, but not limited to, amounts due and (2) valid claims against students of the Business for goods or services delivered or rendered or goods to be delivered or rendered in the case the Discontinued Products, was, prior to the date ordinary course of this Agreement, used therein (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual Property”)business; (xik) except as provided in Section 2.01(b)(xii)Cash, subject to Section 2.04 cash equivalents and to the extent transferable, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale of the Products, (B) any pending applications for the same and (C) the remaining rights of the Asset Seller Entities, if any, in Registrations previously used exclusively in the distribution, marketing, promotion, selling or offering for sale of the Products that have expired or terminated prior to the Closing Date; (xii) subject to Section 2.04 and to the extent transferable, the Governmental Authorizations held by the Asset Seller Entities used exclusively in or related exclusively to the Triage Business or the Purchased Assets; (xiii) subject to Section 6.08, all advertising, marketing, training and promotional materials and all other printed or written materials, including website content and the design of such websites protected by applicable Law, in each case that is used exclusively in, or related exclusively to, the Triage Business; (xiv) all inventories used or intended for use in the Triage Business (the “Transferred Inventory”), including (A) raw materials, but solely to the extent used or intended for use in the Triage Business, and (B) all works in process, semi-finished and finished products, stores, replacement and spare parts, packaging and labelling materials, operating supplies and inventory on consignment, in transit or deposited in a warehouse, in each case to the extent used or intended for use in the Products; (xv) all credits, prepaid expenses, advance payments, security deposits, escrows and other prepaid items to the extent paid to a Third Party and to the extent directly related to the Triage Business; (xvi) except to the extent related to or arising out of or in connection with any Excluded Liabilities or Excluded Assets, all claims, counterclaims, causes of action, choses in action, rights of recovery, and rights of set-off of any kind (including all damages and payments for past, present or future infringement or misappropriation of Transferred Intellectual Property and the Additional Assigned Intellectual Property, the right to use and recover for past infringements or misappropriations of Transferred Intellectual Property and the Additional Assigned Intellectual Property, and any and all corresponding rights that have been, now or hereafter may be secured throughout the world with respect to any Transferred Intellectual Property and the Additional Assigned Intellectual Property), in each case to the extent related to, arising out of or in connection with the Triage Business, the Purchased Assets or the Assumed Liabilities; (xvii) subject to Section 6.10, to the extent permitted by applicable Law, (A) sole ownership of Books, Records and Files and Tax Returns relating exclusively to the Triage Business, the Purchased Assets or the Assumed Liabilities, and (B) co-ownership of an undivided interest (with each Party retaining, subject to Section 6.04, the right to use, license, disclose, grant access to, transfer and convey the same without restriction except as expressly set forth in Sections 6.04(b), (c) and (d)) in any Books, Records and Files and Tax Returns to the extent relating to the Triage Business, the Purchased Assets or the Assumed Liabilities and not included in clause (A) of this Section 2.01(a)(xvii); provided that Seller may redact any information not related to the Triage Business from any Books, Records and Files or Tax Returns (the documents and other tangible and electronic embodiments of the items described in clauses (A) and (B) of this Section 2.01(a)(xvii), the “Triage Business Records”); (xviii) except for the items described in Section 2.01(a)(xix) and Section 2.01(b)(viii), and subject to Section 2.04, (A) the Information Technology Assets listed on Schedule 2.01(a)(xviii) and (B) (1) all rights under Exclusive Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets and (2) the rights under the Shared Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets, in the case of this subclause (2) to the extent used in or related to the Triage Business; (xix) all owned or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily used by the Transferred Employees; (xx) without duplication of the assets, rights and properties described in Sections 2.01(a)(ix) and (x), (A) the cell lines used exclusively in the Triage Business and described more particularly on Schedule 2.01(a)(xx)(A), and (B) an aliquot of the cell lines used both in the Triage Business and the Excluded Business and described more particularly on Schedule 2.01(a)(xx)(B); (xxi) the sample banks described on Schedule 2.01(a)(xxi); (xxii) the rights under Contracts (other than any license agreement for Intellectual Property) to which any Asset Seller Entity is a party, to the extent relating to the leasing, maintenance, outfitting, or other operation of the Transferred Real Property, but excluding (A) Contracts that exclusively relate to any activities of the Excluded Businesses that may be conducted at the Transferred Real Property, (B) Contracts that relate to the manufacture of products, and (C) any Ancillary Agreementsmarketable securities; and (xxiiil) all goodwill Contracts of the Triage Business as a going concerninsurance for employee group medical, dental and life insurance plans, if any.

Purchased Assets. Upon Subject to the terms and subject to conditions ---------------- hereof, on the conditions of this Agreement, at the ClosingClosing Date (as hereinafter defined), Seller shall agrees to sell, conveytransfer, assign and transfer, deliver to Buyer and Seller shall cause the other applicable Asset Seller Entities Buyer agrees to sell, convey, assign and transfer to the applicable Designated Purchaser, and Purchaser shall, or shall cause the other applicable Designated Purchasers to, purchase from Seller the applicable Asset Seller Entities, free and clear of any Liens, other than Permitted Encumbrances, all of the right, title and interest of Seller and the other Asset Seller Entities, in and to the following assets, rights and properties (the “Purchased Assets”):following: (i) all real property rights interests of Seller in respect (A) any prototype of the Transferred Real PropertyTopomax System, (B) computer disks or CD Roms that contain information related to the Topomax System downloaded from Seller's computers or computer system, and (C) all tangible personal property, including, but not limited to, all furniture, fixtures, computer hardware, equipment and supplies which at any time have been utilized solely in connection with the development of the Topomax System; (ii) all interests of Seller in existing versions of the tangible personal propertyTopomax System related computer software (including object code and source code, including machineryin machine readable and listing form) operating systems, equipmentapplication programs, mechanical routines and spare partssubroutines, suppliesscreen displays, toolsuser interfaces and machine interfaces, toolingTopomax System documentation, jigs, molds, dies, production supplies, samples, media, fixtures, office equipment and other tangible property of any kind (other than any Information Technology Assets, which are solely addressed in Section 2.01(a)(xviii) all files and Section 2.01(a)(xix)), that is (A) subject to Section 2.01(b)(vi), located at the Purchaser Occupied Real Property and used primarily in or primarily related records pertaining to the Triage Business, (B) set forth on Schedule 2.01(a)(ii) or (C) located at the facility of a Third Party supplier conception and reduction to any Asset Seller Entity and used primarily in or primarily related to the Triage Business; (iii) the spare parts and calibration equipment located at the portion practice of the Transferred Real Property depicted on Schedule 2.01(a)(iii) that are used primarily in or primarily related to the Triage Business; (iv) subject to Section 2.04same, (A) the rights under Contracts to which any Asset Seller Entity is a party that are usedincluding, but not exclusively, in the Triage Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a “Shared Contract”), in each case to the extent used in or related to the Triage Business, and (B) all rights under the Contracts to which any Asset Seller Entity is a party that are exclusively used in the Triage Business or exclusively related to any Purchased Asset or Assumed Liability (each such Contract, an “Exclusive Contract”), in the case of each of (A) and (B) except (1) for Contracts the subject of Sections 2.01(a)(v) and Section 2.01(a)(vi), (2) as provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii) or Section 2.01(b)(x) and (3) for Contracts pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity (including with respect to Information Technology Assets), which are intended to be addressed in Section 2.01(a)(v); (v) subject to Section 2.04, (A) all rights under the Exclusive Contracts listed on Schedule 2.01(a)(v)(A) and (B) the rights under the Shared Contracts listed on Schedule 2.01(a)(v)(B), to the extent used in or related to the Triage Business; (vi) the rights under the Contracts by and between any Asset Seller Entity and (A) a Transferred Employee or (B) an independent contractor that is identified on the Triage Independent Contractor List, as updated pursuant to Section 7.01(b), in each case to the extent used in or related to the Triage Business; (vii) (A) the patents and patent applications listed on Schedule 2.01(a)(vii)(A) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof); and (B) the patents and patent applications listed on Schedule 2.01(a)(vii)(B) (including all reissues, divisions, continuations, continuations-in-part and extensions thereof) (the “Specified Patents”); provided that the Specified Patents also shall be subject to the license granted pursuant to Section 6.12(b); (viii) subject to Section 6.09, the Trademarks listed on Schedule 2.01(a)(viii); (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are used exclusively in the Triage Business (the “Exclusive Triage Know-How”), and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that are (1) used in the Triage Business and that do not constitute Exclusive Triage Know-How, or (2) are set forth on Schedule 2.01(a)(ix)(A) (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(ix), collectively, with the Intellectual Property described in Section 2.01(a)(v), Section 2.01(a)(vii) and Section 2.01(a)(viii), the “Transferred Intellectual Property”); (x) subject to Section 2.04 and to the extent transferable, (A) subject to Schedule 2.01(a)(ix)(A), the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that (1) are used exclusively in (x) the development programs conducted by the Asset Seller Entities with respect to the products that are set forth on Schedule 2.01(a)(x), as such development programs exist as of the Closing, and (y) any other products in development for the Triage system as of the date of this Agreement, as evidenced by written records (the development programs and products in development described in this Section 2.01(a)(x)(A)(1), the “Development Projects”), or (2) was, prior to the date of this Agreement, used exclusively in the Discontinued Products and (B) co-ownership of an undivided interest (with Seller and its Affiliates) in the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities and that are not included in clause (A) of this Section 2.01(a)(x) and that (1) in the case of the Development Projects, is used therein as of the Closing and (2) in the case the Discontinued Products, was, prior to the date of this Agreement, used therein (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual Property”); (xi) except as provided in Section 2.01(b)(xii), subject to Section 2.04 and to the extent transferable, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale of the Products, (B) any pending applications for the same and (C) the remaining rights of the Asset Seller Entities, if any, in Registrations previously used exclusively in the distribution, marketing, promotion, selling or offering for sale of the Products that have expired or terminated prior to the Closing Date; (xii) subject to Section 2.04 and to the extent transferable, the Governmental Authorizations held by the Asset Seller Entities used exclusively in or related exclusively to the Triage Business or the Purchased Assets; (xiii) subject to Section 6.08, all advertising, marketing, training and promotional materials and all other printed or written materials, including website content and the design of such websites protected by applicable Law, in each case that is used exclusively in, or related exclusively limited to, the Triage Business; (xiv) all inventories used or intended for use in the Triage Business (the “Transferred Inventory”), including (A) raw materials, but solely to the extent used or intended for use in the Triage Business, and (B) all works in process, semi-finished and finished products, stores, replacement and spare parts, packaging and labelling materials, operating supplies and inventory on consignment, in transit or deposited in a warehouse, in each case to the extent used or intended for use in the Products; (xv) all credits, prepaid expenses, advance payments, security deposits, escrows and other prepaid items to the extent paid to a Third Party and to the extent directly related to the Triage Business; (xvi) except to the extent related to or arising out of or in connection with any Excluded Liabilities or Excluded Assets, all claims, counterclaims, causes of action, choses in action, rights of recovery, and rights of set-off of any kind (including all damages and payments for past, present or future infringement or misappropriation of Transferred Intellectual Property and the Additional Assigned Intellectual Property, the right to use and recover modify (solely for past infringements purposes of developing and commercializing the Topomax System) such items that are utilized in Seller's EyeSys line of products; (iii) all Seller's right, title and interest to other Topomax System related technology and know-how, including, but not limited to, all algorithms, patents, copyrights, tradenames, trademarks, servicemarks, registered or misappropriations of Transferred Intellectual Property unregistered, including applications and the Additional Assigned Intellectual Property, registrations therefor and any reissues, divisionals, continuations or continuations-in-part thereof, trade secrets, confidential business information (including ideas, formulas, compositions, supplier and customer lists, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, pricing and cost information) and other Topomax System related intellectual property rights; and all corresponding rights that have beenof Seller's right, now or hereafter may be secured throughout the world with respect title and interest in and to any Transferred Intellectual Property and the Additional Assigned Intellectual Property), in each case third-party software (to the extent related totransferable) or other technology which has been incorporated in the Topomax Intellectual Property (as defined herein), arising out of or utilized by Seller in connection with the Triage Businessdevelopment of the Topomax System at any time prior to or as of the Closing Date, including, but not limited to, all files, records and documentation pertaining to the conception, development and reduction to practice of the inventions claimed in the Topomax Intellectual Property and those items more specifically described on Schedule 1.1(a)(iii) hereto (collectively, the Purchased Assets or the Assumed Liabilities; (xvii) subject to Section 6.10, to the extent permitted by applicable Law, (A) sole ownership of Books, Records and Files and Tax Returns relating exclusively to the Triage Business, the Purchased Assets or the Assumed Liabilities, and (B) co-ownership of an undivided interest (with each Party retaining, subject to Section 6.04, the right to use, license, disclose, grant access to, transfer and convey the same without restriction except as expressly set forth in Sections 6.04(b), (c) and (d)) in any Books, Records and Files and Tax Returns to the extent relating to the Triage Business, the Purchased Assets or the Assumed Liabilities and not included in clause (A) of this Section 2.01(a)(xvii); provided that Seller may redact any information not related to the Triage Business from any Books, Records and Files or Tax Returns (the documents and other tangible and electronic embodiments of the items described in clauses (A) and (B) of this Section 2.01(a)(xvii), the “Triage Business Records”"Topomax Intellectual Property"); (xviii) except for the items described in Section 2.01(a)(xix) and Section 2.01(b)(viii), and subject to Section 2.04, (A) the Information Technology Assets listed on Schedule 2.01(a)(xviii) and (B) (1iv) all rights under Exclusive Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for of Seller's goodwill associated with the use Topomax System and all causes of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets and (2) the rights under the Shared Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted to any Asset Seller Entity for the use of the Information Technology Assets described in clause (A) and which rights are necessary for the use of or currently used in the use of such Information Technology Assets, in the case of this subclause (2) to the extent used in or actions related to the Triage Business; (xix) Topomax Intellectual Property, including, but not limited to, all owned or leased desktop computersrights of recovery to past, laptops, tablets, mobile phones present and similar assets primarily used by the Transferred Employees; (xx) without duplication future infringement of the assets, rights and properties described in Sections 2.01(a)(ix) and (x), (A) the cell lines used exclusively in the Triage Business and described more particularly on Schedule 2.01(a)(xx)(A), and (B) an aliquot of the cell lines used both in the Triage Business and the Excluded Business and described more particularly on Schedule 2.01(a)(xx)(B); (xxi) the sample banks described on Schedule 2.01(a)(xxi); (xxii) the rights under Contracts (other than any license agreement for Topomax Intellectual Property) to which any Asset Seller Entity is a party, to the extent relating to the leasing, maintenance, outfitting, or other operation of the Transferred Real Property, but excluding (A) Contracts that exclusively relate to any activities of the Excluded Businesses that may be conducted at the Transferred Real Property, (B) Contracts that relate to the manufacture of products, and (C) any Ancillary Agreements; and (xxiiiv) copies or originals of all goodwill Seller's books, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used by Seller relating to the Topomax System. All of the Triage Business assets of Seller to be purchased by Buyer hereunder are herein sometimes collectively referred to as a going concernthe "Purchased Assets."