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 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 EncumbrancesLiens, 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 (A)(1) the BC Agreements as in effect on the date hereof or as modified or amended with the consent of Purchaser pursuant to Section 6.01(b) and (2) each other Contract to which any Asset Seller Entity is a party that are usedrelates exclusively to the sale of Product by such Asset Seller Entity to a Third Party distributor or customer (each of the BC Agreements, but not exclusively, together with each other Contract included in the Triage Business or relatePurchased Assets pursuant to clause (A)(2) of this Section 2.01(a)(i), an “Exclusive Contract”), and (B) each Contract (other than any BC Agreement) to which any Asset Seller Entity is a party that relates, but not exclusively, to any Purchased the sale of Product by such Asset Seller Entity to a Third Party distributor or Assumed Liability (each such Contract, a “Shared Contract”)customer, 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 a “Exclusive Shared 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”); (xii) subject to Section 2.04 the Scios Assignment and to the extent transferable, (A) subject to Schedule 2.01(a)(ix)(A)Assumption Agreement, the Antibody Assets, other Know-How and Other Intellectual Property owned by applicable rights under the Asset Seller Entities that (1) are used exclusively Scios Agreement as in (x) the development programs conducted by the Asset Seller Entities with respect to the products that are set forth effect 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 hereof or as modified or amended with the consent of this Agreement, as evidenced by written records (the development programs and products in development described in this Purchaser pursuant to 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”6.01(b); (xiiii) except as provided in Section 2.01(b)(xii2.01(b)(vi), 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 Government Authorizations used exclusively in the distribution, marketing, promotion, selling or offering for sale of the Products that have expired or terminated prior to the Closing DateProduct; (xiiiv) 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 6.086.07, all advertising, marketing, training marketing 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; (xivv) except as provided in Section 2.01(b)(iii), all inventories used or intended for use in the Triage Business of finished Product (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; (xvivi) 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; (xviivii) subject to Section 6.106.08, 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)(xvii2.01(a)(vii); 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)(xvii2.01(a)(vii), 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), (Aviii) the cell lines used exclusively in the Triage Business and described more particularly on Schedule 2.01(a)(xx)(A), and (B2.01(a)(viii) 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 not conveyed to Purchaser or an Affiliate of Purchaser pursuant 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 AgreementsTriage Purchase Agreement; and (xxiiiix) all goodwill of the Triage Business as a going concern.

Purchased Assets. Upon On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, and shall cause its Subsidiaries to, sell, conveyassign, assign and transfer, convey and deliver to Purchaser (or a Subsidiary or Subsidiaries of Purchaser identified to Seller shall cause in writing at least three (3) business days before the other applicable Asset Seller Entities to sell, convey, assign and transfer to the applicable Designated PurchaserClosing), and Purchaser shall, shall (or shall cause its applicable Subsidiaries to) purchase and acquire from Seller and its Subsidiaries all of Seller’s and/or its Subsidiaries’ right, title and interest as of the other applicable Designated Purchasers toClosing in the following (collectively, purchase from the applicable Asset Seller Entities“Purchased Assets”), free and clear of any all Liens, other than Permitted EncumbrancesLiens: (a) (i) each Business License Contract and (ii) each Contract with customers (including support and services Contracts), all partners, distributors or resellers of the rightBusiness (other than, title for the avoidance of doubt, (x) Contracts solely between Seller and interest its Subsidiaries or solely between Subsidiaries of Seller and the other Asset Seller Entities(y) leases of real property) (collectively, in and to the following assets, rights and properties (the “Purchased Assets”): (i) all real property rights in respect of the Transferred Real Property; and (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 together with the Contracts designated as Purchased Assets pursuant to Section 2.01(b)(vi2.4(l), located at such Contracts or portions (to the Purchaser Occupied Real Property and used primarily in or primarily extent related to the Triage Business) of Contracts, (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 PatentsBusiness Contracts”); provided that and for the Specified Patents also avoidance of doubt, Business Contracts shall not include any Contract in respect of hosting services provided to the Business; (b) the Transferred Leases; (c) the Transferred Intellectual Property Rights, including (other than with respect to Retained Claims) the right to seek and obtain damages for the past, present or future infringement, misappropriation or other violation of any Transferred Intellectual Property Rights, and the goodwill of the Business appurtenant to such Transferred Intellectual Property Rights; (d) the Transferred Technology, including (other than with respect to Retained Claims) the right to seek and obtain damages for the past, present or future infringement, misappropriation or other violation of any Transferred Technology and the goodwill of the Business appurtenant to such Transferred Technology; provided that Seller shall be permitted to keep copies of any Transferred Technology to the extent it constitutes Shared Transferred Technology subject to the license granted pursuant to Section 6.12(b)terms and conditions of the Intellectual Property License Agreement; (viiie) subject any and all Permits primarily related 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 PropertyPermits”); (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 (yf) 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 and rights of setoffset or counterclaims (in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-off of contingent) at 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 time 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, related 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 the right to retain all proceeds and monies therefrom, other than any Retained Claims; (g) any and all rights under Contracts between Seller or one of its Subsidiaries and any Transferred Business Employee to the extent they restrict the Transferred Business Employee from competing with, or soliciting employees, customers, clients, vendors, and other Persons engaged in clause a business relationship with, the Business; (Ah) true and complete copies of this Section 2.01(a)(xvii)the Business Books and Records; provided that Seller may redact any information not related shall be permitted 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 keep copies of such Information Technology Assets Business Books 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, Records to the extent relating to the leasing, maintenance, outfittingRetained Business or the Retained Liabilities, or otherwise to the extent reasonably necessary, and only for so long as required, for Seller’s financial reporting purposes; (i) any and all raw materials, works-in-process, finished goods, supplies and other operation inventories, including two-factor authentication tokens, to the extent related to, used in or held for use in the Business; (j) all rights under letters of credit, performance bonds, negotiable instruments and other credit support instruments to the extent third parties provide credit support for any Business Contract or any other Purchased Assets pursuant to the foregoing (collectively, the “Transferred Real PropertyFinancial Instruments”); (k) any and all prepaid assets and deposits to the extent made or paid in respect of any Purchased Assets described in Section 2.4(i) or any tangible assets (including Tangible Personal Property and Information Technology) that become Purchased Assets pursuant to Section 2.4(l) (the “Transferred Prepaid Assets”); (l) all other assets, Contracts or rights of any kind (including Tangible Personal Property and Information Technology, but excluding owned or leased real property, permits, Intellectual Property Rights (Aother than any Contracts) Contracts and Minority Investments), wherever located, whether personal, or mixed, tangible or intangible, that exclusively relate are owned by Seller or any of its Subsidiaries or to which Seller or any activities of its Subsidiaries is a party or has a license or other right with respect thereto, and in each case, that are primarily related to or primarily used or held for use in the Business and are not listed on Section 2.5(o) of the Excluded Businesses Seller Disclosure Letter, and that may be conducted at the Transferred Real Property, (B) Contracts that relate have been designated as a “Purchased Asset” by Purchaser in writing in its sole discretion prior to the manufacture of products, and (C) any Ancillary AgreementsAsset Selection Cut-Off Time; and (xxiiim) any and all goodwill assets set forth on Section 2.4(m) of the Triage Business as a going concernSeller Disclosure Letter.

Purchased Assets. Upon the terms and subject to the satisfaction of the conditions of contained in this Agreement, at the Closing, Seller shall will sell, assign, convey, assign and transfer, 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 shall cause the other applicable Designated Purchasers to, Buyer will purchase and acquire from the applicable Asset Seller EntitiesSeller, free and clear of any Liens, other than all Encumbrances (except for Permitted Encumbrances), all of the Seller’s right, title title, and interest of Seller in, to, and under the other Asset Seller Entitiesreal and personal property, in tangible or intangible, described below, as the same exists at the Effective Time (and, as permitted or contemplated hereby, with such additions and deletions as shall occur from the date hereof through the Effective Time), except to the following assetsextent that such assets are Excluded Assets (collectively, rights and properties (the “Purchased Assets”): (a) The following real and personal property, plant and equipment and related tangible property: (i) all the real property rights in respect and real property interests described on Schedule 2.1(a)(i), including buildings, structures, pipelines, other improvements, and fixtures located thereon; the leasehold interests under the leases described on Schedule 2.1(a)(i); and the Easements (all of the Transferred foregoing, the “Real Property”); (ii) all other natural gas distribution utility system assets installed in 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 Territory and used primarily principally in or primarily related to the Triage Business, (B) set forth as generally described 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 Business2.1(a)(ii); (iii) the spare all parts and calibration equipment located at the portion of the Transferred Real Property depicted on Schedule 2.01(a)(iii) other inventory that are used primarily held for use specifically in or primarily related to connection with the Triage BusinessBusiness (collectively, the “Inventory”); (iv) subject to Section 2.04, (A) the rights under Contracts to which any Asset Seller Entity all information technology and communications equipment that is a party that are used, but not exclusively, installed or in the Triage Business use solely at 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 Businesson, and (B) all rights under used principally in connection with the Contracts to which any Asset Seller Entity is a party that are exclusively used in operation of, the Triage Business or exclusively related to any Purchased Asset or Assumed Liability (each such ContractAssets, 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 otherwise provided in Section 2.01(b)(iii), Section 2.01(b)(iv), Section 2.01(b)(vii2.2(f) 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 the “IT Assets), which are intended to be addressed in Section 2.01(a)(v”); (v) subject to Section 2.04all motor vehicles, (A) all rights under trailers and similar rolling stock that is held for use principally in connection with 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)Business, to the extent used in or related owned by Seller as of the Effective Time (including as a result of any purchase thereof by Seller pursuant to Section 7.8(b)) (the Triage Business“Vehicles”); (vi) the rights under the Contracts all furnishings, fixtures, machinery, equipment, materials and other tangible personal property owned by Seller (other than Inventory, IT Assets and between any Asset Seller Entity and (AVehicles) a Transferred Employee or (B) an independent contractor that is identified on located in the Triage Independent Contractor List, as updated pursuant to Section 7.01(b), Territory and that is used principally in each case to connection with the extent used in or related to the Triage operation of Business; (vii) (A) any assets that are leased on 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 date hereof by Seller but that the Specified Patents also shall be subject to the license granted are purchased by Seller pursuant to Section 6.12(b); (viii7.6(c) 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 for inclusion 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; (xiiib) all unbilled revenues allocable to Buyer in accordance with Section 3.5; (c) the under-recovered purchased gas cost adjustment charges, prepayments, deferred charges and similar items of the type included in the applicable FERC Accounts set forth on Appendix A and principally related to the Business, to the extent that upon the Effective Time Buyer will be entitled to the benefit of such items; (d) the Business Agreements, 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 Business7.6(b); (xive) all inventories Permits used or intended for use held by Seller principally in connection with the Triage Business (or the “Transferred Inventory”)ownership or operation of any of the Purchased Assets, 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 that, notwithstanding compliance by Seller with its obligations hereunder, any such Permits are prohibited by applicable Law or the terms of such Permits from being assigned 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 Buyer 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 transactions contemplated hereby (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 RecordsTransferable Permits”); (xviii) except for the items described in Section 2.01(a)(xix) and Section 2.01(b)(viii), and subject to Section 2.04, (Af) the Information Technology Assets listed on Schedule 2.01(a)(xviii) and Documents; (B) (1g) all rights under Exclusive Contracts to which any Asset Seller Entity is a party pursuant to which rights in Intellectual Property are granted warranties against manufacturers or vendors relating 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 Purchased Assets, in the case of this subclause (2) to the extent used in or related to the Triage Businesstransferrable; (xixh) all owned Claims and defenses of Seller to the extent such Claims or leased desktop computersdefenses relate to the Purchased Assets or Assumed Obligations, laptops, tablets, mobile phones provided such Claims and similar assets primarily used defenses will be assigned by the Transferred EmployeesSeller to Buyer without warranty or recourse; (xxi) without duplication notwithstanding any provision of Section 2.2, the assets, assets and other 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 set forth 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)(B2.1(i); (xxij) the sample banks described on Schedule 2.01(a)(xxi)assets transferred pursuant to Section 7.10 with respect to the Benefit Plans; (xxiik) the rights under Contracts (any other than any license agreement for Intellectual Property) to which any Asset Seller Entity is a party, assets that are principally related to the extent relating to the leasing, maintenance, outfitting, or other current 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 Subject to the terms and subject to the conditions of this AgreementAgreement (including Section 2(b) below pertaining to Excluded Assets), at on the ClosingClosing Date, Seller ▇▇▇▇▇▇▇ Polymer 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 PurchaserBuyer or one of its Affiliates designated by Buyer, and Purchaser shall, Buyer or one of its Affiliates designated by Buyer shall cause the other applicable Designated Purchasers to, purchase and accept from the applicable Asset Seller Entities, free and clear of any Liens, other than Permitted Encumbrances▇▇▇▇▇▇▇ Polymer, all of the right, title and interest of Seller ▇▇▇▇▇▇▇ Polymer in and to all of the other Asset Seller Entitiesassets, properties, claims and rights (whether real, personal, tangible and intangible, accrued, contingent or otherwise and of every kind, nature, type and description, wherever located) used primarily in the Business (except for the Excluded Assets), as such purchased assets exist on the Closing Date, including all right, title and interest of ▇▇▇▇▇▇▇ Polymer in and to the following assetsassets used primarily in the Business, rights and properties as such assets exist on the Closing Date (collectively, the “Purchased Assets”): (i) all real property rights the Contracts of ▇▇▇▇▇▇▇ Polymer, including the Material Contracts of ▇▇▇▇▇▇▇ Polymer identified in respect Section 9.08(a) of the Transferred Real PropertyDisclosure Schedule; (ii) the tangible personal propertyReceivables of ▇▇▇▇▇▇▇ Polymer (which, including machineryfor the avoidance of doubt, equipmentwill not be subject to the Securitization Program at the time of the Closing), 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 BusinessExcluded Note Receivable; (iii) the spare parts and calibration equipment Owned Real Property 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 BusinessSeaford, Delaware; (iv) subject the Intellectual Property of ▇▇▇▇▇▇▇ Polymer, together with the right to Section 2.04use the software used by the Business, including the software listed on Exhibit 2(a)(iv) (Aprovided that the software licenses listed on Exhibit 2(a)(iv) 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, containing a “Shared Contract”)Y” under the column titled “Included in PA” either [a] will be transferred to Buyer as part of the Purchased Assets being sold by ▇▇▇▇▇▇▇ Polymer under the terms of the Purchase Agreement or [b] will remain in place with the applicable Subsidiary after the Closing and, therefore, will be available for use by the Business after the Closing; and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in each case TSA” will be made available to the extent used in or related Business after the Closing pursuant to the Triage Business, terms and (B) all rights under conditions 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 Transition Services Agreement to be addressed in Section 2.01(a)(ventered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded Assets); (v) subject to Section 2.04, (A) all rights under the Exclusive Contracts listed on Schedule 2.01(a)(v)(A) Files 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 BusinessRecords of ▇▇▇▇▇▇▇ Polymer; (vi) all advertising and marketing materials, mailing lists, sales literature, brochures, hand-outs, sales sheets and 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 Businesslike of ▇▇▇▇▇▇▇ Polymer; (vii) (A) the patents Machinery and patent applications listed on Schedule 2.01(a)(vii)(A) (including all reissuesEquipment of ▇▇▇▇▇▇▇ Polymer, divisions, continuations, continuations-in-part and extensions thereof); and (B) other than 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)Excluded Equipment; (viii) subject the Permits of ▇▇▇▇▇▇▇ Polymer, to Section 6.09the extent transferable, other than Permits with respect to the Trademarks listed on Schedule 2.01(a)(viii)Waxdale Facility; (Aix) subject to Schedule 2.01(a)(ix)(A)the Inventory of ▇▇▇▇▇▇▇ Polymer, including the Antibody Assets, other Know-How and Other Intellectual Property owned by Inventory at 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”)Waxdale Facility; (x) subject to Section 2.04 and to the extent transferableall prepaid rent, (A) subject to Schedule 2.01(a)(ix)(A)utilities, 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 deposits and other prepaid items to the extent paid to a Third Party and to the extent directly related to the Triage Business; (xvi) of ▇▇▇▇▇▇▇ Polymer 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 LiabilitiesWaxdale Facility; (xviixi) subject to Section 6.10the minority Equity Interests held by ▇▇▇▇▇▇▇ Polymer in Codaco, to the extent permitted by applicable LawInc., (A) sole ownership of Books, Records and Files and Tax Returns relating exclusively to the Triage Business, the Purchased Assets or the Assumed Liabilitiesa Delaware corporation, and (B) coSpectra-ownership of an undivided interest (with each Party retainingKote Corporation, 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 AgreementsNew Jersey corporation; and (xxiiixii) all goodwill of any Files or Records relating to the Triage Business as ▇▇▇▇▇▇▇ Polymer Employees, the Current Waxdale Employees, and any other person employed by ▇▇▇▇▇▇▇ Polymer who becomes a going concernTransferred Employee hereunder, except to the extent transfer and sale is prohibited by Legal Requirements.

Purchased Assets. Upon On the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, Seller shall sell, transfer, convey, assign assign, grant and transfer, and Seller shall cause the other applicable Asset Seller Entities deliver to sell, convey, assign and transfer to the applicable Designated Purchaser, and Purchaser shall, or shall cause at the other applicable Designated Purchasers toClosing, purchase and acquire from the applicable Asset Seller EntitiesSeller, free and clear of any Liens, other than Permitted Encumbrancesall Liens (except as set forth on Schedule 2.1), all of the right, title and interest of Seller and the other Asset Seller Entities, in and to the following assetsall properties, rights rights, interests, tangible and properties intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”):), including without limitation: (i) all real property rights in respect FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Transferred Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (iix) the tangible personal property, including machinery, equipment, mechanical all Books and spare parts, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media, fixtures, office equipment and other tangible property of any kind Records; provided however that Seller shall be entitled to retain a copy thereof (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 2 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 Noncompetition Agreement executed 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”Seller); (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 all Licenses from any Governmental Authority relating to the distribution, marketing, promotion, selling or offering for sale operation 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 all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to Section 2.04 the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, the Governmental Authorizations all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Asset Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Entities used exclusively Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or related exclusively to the Triage Business or any of 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 creditstelephone and facsimile numbers, prepaid expensespost office boxes, advance payments, security deposits, escrows and other prepaid items to bank accounts but not the extent paid to a Third Party and to the extent directly related to the Triage Businesscash contained therein that is an Excluded Asset; (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 recoverydomain names and Internet addresses, 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 content with respect to any Transferred Intellectual Property and the Additional Assigned Intellectual Property)Internet websites, including such content in each case to the extent related to, arising out of or in connection with the Triage Business, the Purchased Assets or the Assumed Liabilitiesits electronic form; (xvii) subject to Section 6.10all rights, to the extent permitted by applicable Lawclaims, (A) sole ownership causes 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 action against 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”)Person; (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 goodwill 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;; and (xix) all owned other tangible or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily used by the Transferred Employees; (xx) without duplication of the assetsintangible property, rights and properties assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in Sections 2.01(a)(ixclauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x), ) expressly accept such asset and assume the related Liabilities or (Ay) 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 reject such asset as a going concernPurchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset.

Purchased Assets. Upon Subject to the terms and subject to the conditions of this ---------------- Agreement, at the Closing, Seller shall sell, conveyassign, assign and transfer, convey and Seller shall deliver (or cause the other applicable Asset Seller Entities to sellbe sold, conveyassigned, assign transferred, conveyed and transfer delivered) to the applicable Designated Purchaser, Purchaser and Purchaser shall, or shall cause the other applicable Designated Purchasers to, purchase and accept from the applicable Asset Seller EntitiesSeller, free and clear of any Liens, other than Permitted all Encumbrances, all of the right, title and interest of Seller and the other Asset Seller Entities, in and to all of the following assets(collectively, rights and properties (the “"Purchased Assets”):"): ---------------- (i) the Intangible Assets (including all real property rights in respect of the Transferred Real PropertyIntellectual Property Rights therein and thereto); (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 Tangible 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 right to enforce confidentiality, non-disclosure, employee invention assignment 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 other proprietary rights agreements between Seller and Seller Employees related to the Triage Internet Appliance Business; provided that Seller may redact portions of such documents which do not relate to the Internet Appliance Business; (iv) subject the right to Section 2.04enforce confidentiality, (A) the rights under Contracts non-disclosure or similar agreements not assigned 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 Purchaser pursuant to the extent used in or terms of this Agreement, between Seller and third parties, related to the Triage Internet Appliance Business, and (B) all rights under ; provided that Seller may redact portions of such documents which do not relate to 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)Internet Appliance Business; (v) subject to Section 2.04, (A) all of Seller's 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)Seller Contracts, to the extent used in that such rights arise on or related subsequent to the Triage Business;Closing Date (vi) the rights under the Contracts by all copies of Seller's marketing and between any Asset Seller Entity sales information, pricing, marketing plans, business plans, financial 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 business projections and other files and records which pertain exclusively to the extent used in or related to the Triage Internet Appliance Business; (vii) (A) the patents and patent applications listed on Schedule 2.01(a)(vii)(A) (including all reissuesrights, 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 claims or causes of action against any third party relating 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 Internet Appliance Business or the Purchased Assets; (xiii) subject , except for claims with regard 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 (xxiiiviii) all the goodwill of associated with the Triage Business as a going concernforegoing.

Purchased Assets. Upon Subject to the terms and subject to the conditions of this Agreement, at as of the ClosingEffective Time, Seller shall sell, conveyassign, assign transfer and transferconvey to Buyer (or such Affiliates of Buyer as Buyer may direct), and Buyer (or such Affiliates of Buyer as Buyer may direct) shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest to and in all of the Assets of Seller shall cause the other applicable Asset Seller Entities to sell, convey, assign and transfer to the applicable Designated Purchaser, and Purchaser shallthat are primarily used in or held for use in, or necessary for, the operation of the Business, of every kind and description, wherever located, real, personal or mixed, tangible or intangible, as the same shall cause exist at the other applicable Designated Purchasers to, purchase from the applicable Asset Seller EntitiesEffective Time, free and clear of any Liens, all 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 Liens (the “Purchased Assets”):); provided, however, that in no event shall the Purchased Assets include any Excluded Assets or Assets to which Buyer receives the benefit under the Transition Services Agreement. Without limiting the generality of the foregoing, the Purchased Assets shall include (other than Excluded Assets) all right, title and interest in, to and under: (ia) all real property rights the Assets reflected and/or described on the audited balance sheet of Seller as of December 31, 2010 (except to the extent disposed of in respect of the Transferred Real PropertyOrdinary Course since the date thereof) which are owned or used by Seller primarily in connection with the Business, whether or not fully depreciated or written off; (iib) all tangible personal property that is primarily used in or held for use in, or necessary for, the operation of the Business, including equipment, machinery, vehicles, furniture, fixtures, supplies, spare parts, tools and other 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 all leases with respect 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 tangible personal property 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) is 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 lessee as of the date hereof and all of this Agreementthe Equipment, 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”), together with any express 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 implied warranty by the Asset Seller Entities manufacturers, sellers or lessors of any item or component part thereof 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 all maintenance records and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual Property”)documents relating thereto; (xic) except as all books, records, files and papers, whether in hard copy or computer format, primarily relating to or used in the Business, including, without limitation, engineering information, drawings, designs, specifications, process information, performance data, and other information or data and records, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present and former suppliers, and lists of present and former customers, provided in Section 2.01(b)(xii), subject that Seller shall retain a right of reasonable access to Section 2.04 and all such materials to the extent transferable, (A) the Registrations used exclusively in such materials relate to any rights 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 liabilities retained by 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 after the Closing Date; (xiid) subject all Intellectual Property of Seller and tangible embodiments of Intellectual Property that are primarily used in or held for use in, or necessary for, the operation of the Business, including all files, documents, searches, opinions and other analyses relating to Section 2.04 such Intellectual Property, including, without limitation, all the Business IP set forth in Part 3.13, the domain name “▇▇▇▇▇▇▇▇.▇▇▇” and all content on the Internet website located at the URL ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ (the “Neoprobe Site”) primarily relating to the Business, customer contact information, marketing prospects and information, vendor information, and the right and power to assert, defend and recover title to all of the foregoing in the same manner and to the same extent transferableas Seller could do or could cause to be done if the transactions contemplated hereby did not occur, and the right to sue and recover for past damages on account of violations, infringement, misuse, or theft thereof; (e) all of Seller’s rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties that relate primarily to the Business or the Purchased Assets, liquidated or unliquidated, including, without limitation, unliquidated rights under manufacturers’ and vendors’ warranties, except to the extent they relate to Excluded Assets or Excluded Liabilities; (f) all authorizations of Governmental Authorities (and pending applications therefore), including permits, licenses, certificates, consents, variances and approvals, that relate primarily to the Business; (g) all Accounts Receivable, including, without limitation, any Accounts Receivable due under the Distribution Agreement, dated and effective as of September 28, 1999, between Buyer (as assignee of Ethicon Endo-Surgery, Inc.) and Seller (as amended, the Governmental Authorizations held by “Distribution Agreement”); (h) all Inventory; (i) all rights of Seller in, to and under the Asset Assumed Contracts; (j) all rights of Seller Entities used exclusively in or related exclusively and to all Trademarks and Trade Names set forth on Schedule 2.1(j) (the Triage “Neoprobe Marks”); (k) all goodwill associated primarily with the 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; (xivl) 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 (x2.1(l), (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 (xxiiim) all goodwill other Assets owned by Seller that are primarily used in or held for use in, or are necessary for, the operation of the Triage Business as a going concernother than the Excluded Assets.

Purchased Assets. Upon Except as otherwise specifically provided in Section 1.2 hereof, subject to the terms and subject to the conditions of this Agreement, at the Closinghereof, Seller shall sell, convey, assign and transfer, and Seller shall cause the other applicable Asset Seller Entities agrees to sell, conveyassign, assign transfer and deliver, and Parent agrees to cause any Affiliate to sell, assign, transfer and deliver, to the applicable Designated Purchaser, and Purchaser shallagrees to purchase and accept from Seller or any such Affiliate, or shall cause as applicable, at and as of the other applicable Designated Purchasers to, purchase from the applicable Asset Seller Entities, free and clear of any Liens, other than Permitted EncumbrancesClosing Date (as hereinafter defined), all of the Seller's or such Affiliate's right, title and interest of Seller and the other Asset Seller Entities, in and to the Business as a going concern and all of the following assetsproperties, rights assets and properties rights, relating exclusively to the Business and existing as of the Closing Date (collectively, the "Purchased Assets"): (a) all customer lists, customer files and route books relating to customers of the Business (the “Purchased Assets”):accounts of such customers as related solely to the Business, in addition to the customer accounts representing the Jacksonville Volume (as defined below), are referred to hereinafter as the "Covered Accounts"); (b) all Owned Real Property (as defined below) described on Schedule 1.1(b), which Schedule shall be revised on or prior to the Closing Date to reflect the legal descriptions of each parcel of Owned Real Property set forth on the respective Title Commitment (as defined below) relating thereto; (c) all linens, garments, mats, mops, towels and other rental items, along with laundry bags and tie covers which are in used condition and located at either (i) an Acquired Facility; (ii) any customer location associated with a Covered Account; (iii) on any vehicle listed on Schedule 1.1(h) hereof or that are leased by Seller or an Affiliate pursuant to that certain Lease by and between ▇▇▇▇▇▇▇ Leasing Corp. and Parent, dated December 13, 1982 (collectively, the "Leased Vehicles"); or (iv) on the premises of a third party processor of such items (a "Processor's Premises") (collectively, the "In-Service Inventory"); (d) subject to the inventory guidelines set forth in Section 3.4 hereof, all new, never processed linens, garments, mats, mops, towels and other rental items, laundry bags and tie covers, and all new, unopened paper products located at an Acquired Facility (collectively, the "New Inventory"). Together, the New Inventory and the In-Service Inventory are referred to herein as the "Inventory;" (e) all CRT cabinets, mop handles and frames, paper towel cabinets, bag racks, air freshener dispensers and soap and tissue dispensers located at either (i) an Acquired Facility; (ii) any customer location associated with a Covered Account; or (iii) on any vehicle listed on Schedule 1.1(h) hereof or on any Leased Vehicle (collectively, the "Restroom Service Products"); (f) all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned by Seller and which are located at either (i) an Acquired Facility; (ii) any customer location associated with a Covered Account; (iii) on any vehicle listed on Schedule 1.1(h) hereof or on any Leased Vehicle; (iv) on a Processor's Premises; or (v) in any third party repair shop; (g) all rolling stock (exclusive of vehicles) used or held for use, including, without limitation, delivery carts, hampers and buggies located at either (i) an Acquired Facility; (ii) any customer location associated with a Covered Account; (iii) on any vehicle listed on Schedule 1.1(h) hereof or on any Leased Vehicle; or (iv) on a Processor's Premises; (h) all vehicles listed in Schedule 1.1(h) hereto; (i) all real property rights under all contracts and agreements, oral or written, used by Seller or any Affiliate in respect the conduct of the Transferred Real Property; Business which are in effect as of the Closing Date (all of such contracts and agreements being hereinafter referred to collectively as the "Contracts"), including, without limitation, (i) subject to the provisions of Section 1.5 hereof, all customer contracts pertinent to the Covered Accounts; (ii) all purchase orders, nonproprietary software license agreements listed on Schedule 1.1(i)(ii), and other license agreements, service agreements and maintenance agreements; (iii) all lease agreements listed on Schedule 1.1(i)(iii) under which Seller is lessor of portions of the Owned Real Property; (iv) all Real Property Leases (as defined below) listed on Schedule 1.1(i)(iv); (v) all lease and sublease agreements for 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 Acquired Facilities, including without limitation, the Personal Property and used primarily in or primarily related to the Triage Business, Leases (Bas defined below) set forth listed on Schedule 2.01(a)(ii) or 1.1(i)(v); and (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; (iiivi) the spare parts and calibration equipment located at the portion of the Transferred Real Property depicted Collective Bargaining Agreements (as defined below) listed 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)(v1.1(i)(vi); (vj) 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, all permits, authorizations and licenses used by Seller or an Affiliate in the conduct of the Business (A) subject to Schedule 2.01(a)(ix)(A)collectively, the Antibody Assets, other Know-How and Other Intellectual Property owned by the Asset Seller Entities that "Transferable Permits"); (1k) are used exclusively in (x) the development programs conducted by the Asset Seller Entities with respect all accounts receivable relating to the products that are set forth on Schedule 2.01(a)(x), as such development programs exist as of the Closing, Covered Accounts 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 receivables relating exclusively 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 Business which 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 outstanding as of the Closing and Date, without regard to whether or not such accounts receivable have been fully reserved for as uncollected accounts receivable or written off as uncollectible accounts, but exclusive of any Hold Tickets (2as defined below) 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”"Accounts Receivable"); (xil) except as provided all prepaid items that are listed in Section 2.01(b)(xii), subject to Section 2.04 and Schedule 1.1(l) to the extent transferable, (A) Purchaser is able to use such prepaid items in the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale ordinary course of the Products, (B) any pending applications for the same and (C) the remaining rights Business following consummation 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 transactions contemplated 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 this Agreement (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”"Prepaid Items"); (xviiim) except for the items described in Section 2.01(a)(xixintellectual property listed on Schedule 1.1(m) and Section 2.01(b)(viii(the "Intellectual Property"), and subject to Section 2.04, (A) the Information Technology Assets listed on Schedule 2.01(a)(xviii) any federal 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 state registrations or applications 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 registration 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 Agreementsthereto; and (xxiiin) all goodwill of Seller's rights under all manufacturing warranties from third parties relating solely to the Triage Business as a going concernPurchased Assets.

Purchased Assets. Upon Subject to the terms and subject to the conditions of this Agreement, at the ClosingClosing (as defined below), Seller in exchange for a payment by Purchaser to Sellers of the Purchase Price and Purchaser’s assumption of the Assumed Liabilities, Sellers shall sell, conveyassign, assign and transfer, convey and Seller shall cause the other applicable Asset Seller Entities to sell, convey, assign and transfer to the applicable Designated Purchaser, and Purchaser shalldeliver, or shall cause the other applicable Designated Purchasers toto be sold, purchase from the applicable Asset Seller Entitiesassigned, transferred, conveyed and delivered, to Purchaser, free and clear of any Liens, all Encumbrances (other than Permitted Encumbrances), all of the Sellers’ right, title and interest of Seller and the other Asset Seller Entities, in and to all of the following assets, property and rights primarily used or held for use by Sellers in the conduct of the Business as of the Closing Date, including all of the assets, property and properties rights set forth or described below, but excluding the Retained Assets (collectively, the “Purchased Assets”): (i) all real property rights the Equity Interests in respect of the Transferred Real PropertyEntities; (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 goodwill 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 Sellers 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 Businessall Inventory (including all Products); (iv) subject to Section 2.04, all Personal Property; (Av) the Intellectual Property and Software used primarily in the conduct of the Business, including without limitation the Registered Intellectual Property and Software set forth on Schedule 1.1(d)(v) (collectively, the “Transferred Intellectual Property); together with all rights under to s▇▇ and recover damages for past, present and future infringement, dilution, misappropriation on other violation thereof or conflict therewith; (vi) all IT Assets; (vii) all Contracts primarily relating to which any Asset Seller Entity is the Business, including without limitation the Contracts set forth on Schedule 1.1(d)(vii), except for the Retained Contracts (collectively, the “Assumed Contracts”); (viii) the real property leases set forth on Schedule 1.1(d)(viii) (the “Assumed Real Property Leases”); (ix) all Permits used primarily in the conduct of the Business and held by Sellers to the extent the same, or a party that are usedright to use the same, can be transferred to Purchaser; (x) all of Sellers’ customer and vendor lists to the extent relating to the Business, all of Sellers’ files and documents (including credit information) to the extent relating to customers and vendors of the Business; including all of Sellers’ equipment maintenance data, accounting records, Tax records (including Tax Returns, but not exclusively, in only to the Triage extent relating specifically to the Business or relateto the Transferred Entities, but not exclusivelyand excluding VAT records relating to the UK Business) inventory records, to sales and sales promotional data, package inserts, instruction manuals, owner’s manuals, labels, advertising materials, cost and pricing information, business plans, reference catalogs and any Purchased Asset or Assumed Liability (each other such Contractdata and records, a “Shared Contract”)however stored, in each case to the extent used in or related relating to the Triage Business; provided, however, that Sellers shall be entitled to retain copies of any such materials which are necessary for, and (B) may use such copies solely in connection with, their Tax, accounting or legal purposes, provided that such copies and 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 contained therein shall be Confidential Information Technology Assets), which are intended to be addressed in Section 2.01(a)(v); (v) subject to the provisions of Section 2.04, (A) all rights under the Exclusive Contracts listed on Schedule 2.01(a)(v)(A) 5.12 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 otherwise be subject to the license granted pursuant to provisions of 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”5.4(b); (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 all refunds or related exclusively to the distribution, marketing, promotion, selling or offering credits for sale Taxes arising out of the Products, (B) any pending applications Business 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 all Tax periods or offering for sale of the Products that have expired portions thereof beginning on or terminated prior to after 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, recovery and rights of set-off setoff of any kind (including kind, rights to proceeds actually received under third party insurance policies in respect of claims made against such policies prior to Closing and rights under and pursuant to all damages warranties, representations, indemnities and payments for pastguarantees made by suppliers of products, present materials or future infringement equipment, 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 components thereof to the extent related toto the Business (but excluding all such claims, arising out causes of or action, choses in connection with the Triage Businessaction, the Purchased Assets or the Assumed Liabilities; (xvii) subject to Section 6.10, rights of recovery and rights of setoff 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”Retained Assets); (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) (1xiii) 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 trade accounts receivable and trade notes receivable of the Information Technology Assets described in clause (A) and which rights are necessary for the use of Business, whether recorded 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 Agreementsunrecorded; and (xxiiixiv) all goodwill prepaid expenses and deposits relating primarily to the Business to the extent such prepaid expenses and deposits will accrue to the benefit of Purchaser in respect of the Triage Business as a going concernon and following the Closing Date.

Purchased Assets. Upon Subject to 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 deliver 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 EncumbrancesSeller, all of the Seller’s transferrable right, title and interest of Seller and the other Asset Seller Entities, in and to all of the following assetsassets set forth below (collectively, rights and properties (the “Purchased Assets”): (ia) all real property rights in respect of the Transferred Real PropertyContracts listed on Schedule 1.1(a) (collectively, the “Assigned Contracts”); (iib) the tangible personal propertyFacility Leases, including machinery, equipment, mechanical each pursuant to a Lease Assignment and spare parts, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media, fixtures, office Assumption Agreement; (c) the Governmental Approvals listed on Schedule 1.1(c); (d) each item of capital equipment owned by Seller 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), purchased for or located at the Purchaser Occupied Real Property and used primarily in or primarily related to Facilities (the Triage Business“Equipment Assets”), (B) 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 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)(v1.2(j); (ve) subject to Section 2.04each item of personal property, (A) all rights under furniture and fixtures owned by Seller and located at 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 BusinessFacilities; (vif) each item of biomanufacturing and analytical equipment owned by Seller and located at the rights under Facilities not otherwise included in 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 ListEquipment Assets, other than 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 set forth 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(b1.2(j); (viiig) subject true and correct copies of all standard operating procedures, computer-aided design drawings and maintenance and qualification records and data, including all regulatory or quality-related procedures, substantially relating to Section 6.09the Purchased Assets or supporting the licensure, commissioning, qualification, validation, operation and maintenance of the Facilities, (collectively, the Trademarks “Facility Records”), other than such Facility Records directly related to one or more of Seller’s proprietary programs; (h) the Purchased Inventory; (i) the Intellectual Property Rights 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)(A1.1(i) (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”); (xj) subject to Section 2.04 information technology and to phone systems owned or leased by Seller and located at the extent transferable, (A) subject to Schedule 2.01(a)(ix)(A), the Antibody AssetsFacilities, 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 than as set forth on Schedule 2.01(a)(x1.2(l), 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 (xxiiik) all goodwill of any other items not in the Triage Business as a going concerncategories expressly identified above (which shall be governed by such above clauses (a)-(j)) that by their nature principally relate to or principally support the operations at the Facilities, other than the Excluded Assets.

Purchased Assets. Upon At the Closing, subject to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, conveyassign, assign and transfer, convey and Seller shall cause the other applicable Asset Seller Entities to sell, convey, assign and transfer deliver to the applicable Designated US Purchaser, and the US Purchaser shallshall purchase, or shall cause the other applicable Designated Purchasers toacquire, purchase and accept from the applicable Asset Seller EntitiesSeller, free and clear of any Liens, all Liens (other than Permitted EncumbrancesLiens), all of the rightSeller’s rights, title and interest of Seller in all assets, properties and rights primarily used in or necessary to conduct or operate the other Asset Seller EntitiesBusiness, in and to including the following assets, properties and rights and properties (collectively, the “Purchased Assets”): (i) all tangible and real assets and tangible personal property rights primarily used in respect or necessary to conduct or operate the Business (other than real property), including all machinery and equipment, fixtures, tools, office equipment, supplies, accessories, computer equipment and systems, hardware and other materials primarily used in or necessary to conduct or operate the Business or the Purchased Assets, including those tangible and real assets and tangible personal property set forth on Section 1.2(a)(i) of the Transferred Real PropertySeller Schedules; (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 all Inventory primarily related to or necessary to conduct or operate 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 all Transferred IP, including that which is set forth on Section 1.2(a)(iii) of the Transferred Real Property depicted on Schedule 2.01(a)(iii) that are used primarily in or primarily related to the Triage BusinessSeller Schedules; (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 primarily related to the Triage Business, including the Contracts set forth on Section 1.2(a)(iv) of the Seller Schedules and (B) all rights under thereunder (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 ContractContracts”), 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 all Business Permits, including the Business Permits set forth on Section 2.04, (A1.2(a)(v) all rights under of 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 BusinessSeller Schedules; (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 ClosingSeller’s Accounts Receivable, 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 deferred charges, advanced payments, security deposits, escrows deposits and other prepaid items to the extent paid to a Third Party and to the extent directly primarily 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; provided, however, that this shall not include any deposits paid to a professional employer organization in connection with a Business Employee; (xviivii) subject all of the Seller’s claims, causes of action, remedies, rights to Section 6.10sue for and collect damages (including for past, to the extent permitted by applicable Lawpresent or future Infringement, (A) sole ownership misappropriation, or other violation or impairment of Booksany Transferred IP and all royalties, Records and Files and Tax Returns relating exclusively to the Triage Businessfees, the Purchased Assets or the Assumed Liabilitiesincome, payments, and other proceeds hereafter due or payable with respect thereof) defenses and rights of offset or counterclaim against third parties primarily related to any Purchased Asset or any Assumed Liability, including unliquidated rights under vendors’ warranties; (Bviii) co-ownership books; records; files; papers; business plans; projections; materials; contract records; former, current and prospective customer lists; current and prospective vendor and supplier lists; customer and supplier purchasing histories; distribution lists; pricing information; sales material and records (including pricing history, total sales, terms and conditions of an undivided interest (with each Party retainingsales, subject to Section 6.04and sales and pricing policies and practices); quality control records and procedures; product documentation; drawings; samples; invention disclosures; technical information; results of research and other data; marketing, the right to use, license, disclose, grant access to, transfer promotional and convey the same without restriction except as expressly set forth in Sections 6.04(b), (c) sales literature; manuals; sales and (d)) in any Books, Records purchase records; service and Files warranty records; machinery and Tax Returns to the extent equipment maintenance files; production data; databases; financial and accounting records; files and documentation primarily relating to the Triage Transferred IP; all Tax Returns, Tax records and other Tax information primarily relating to the Business and/or the Purchased Assets; and all other documents and records, in each case, primarily related to the Business, the Purchased Assets or the Assumed Liabilities and not included whether in clause (A) of this Section 2.01(a)(xvii); provided that Seller may redact any information not related to hard copy or electronic format, other than the Triage Business from any Books, Retained Personnel 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)foregoing collectively, the “Triage Business Records”); (xviiiix) all insurance, warranty and condemnation net proceeds received after the Closing Date with respect to the Purchased Assets, the Business or the Assumed Liabilities; (x) 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 that disclosure of such records would be prohibited by applicable privacy or related data protection Laws without the applicable individual’s consent (“Retained Personnel Records”), all personnel records and files of the Seller with respect to the Triage BusinessTransferred Employees, including all Forms I-9 and supporting work authorization documentation; (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 (xxiiixi) all goodwill of the Triage Business as or the Purchased Assets; and (xii) all nondisclosure and confidentiality agreements and other restrictive covenant agreements (including noncompete and nonsolicitation agreements) with the Transferred Employees, in each case, which run in favor of the Seller, and all rights and claims related to any of the foregoing, in each case to the extent related to the Business or any of the Purchased Assets; provided, that the Seller will remain a going concernthird-party beneficiary of all such agreements with all rights to enforce the same subject to and in accordance with Section 4.3(a)(iv). Notwithstanding anything to the contrary in this Section 1.2(a), any assets, properties and rights of the Transferred Company shall not constitute Purchased Assets, it being acknowledged and agreed that such assets, properties and rights shall remain the assets, properties and rights of the Transferred Company immediately after the Closing.

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 Subject to the terms and subject to the conditions of this Agreement, on the Closing Date and at the Closing, Seller shall sell, convey, assign and transfershall, and Seller shall cause the other applicable Asset Seller Entities to to, sell, conveyassign, assign transfer and transfer convey to the applicable Designated PurchaserPurchasers, and Purchaser shall, or shall cause the other applicable Designated Purchasers toshall purchase, purchase acquire and accept from the applicable Asset Seller Entities, free and clear of any Liens, other than Permitted all Encumbrances, all of the Seller Entities’ right, title and interest as of Seller and the other Asset Seller Entities, Closing in and to the following assets, rights and properties (the “Purchased Assets”): (a) (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 Each Contract to which Seller or any Asset other Seller Entity is a party that are is exclusively related to the Business (other than the Contracts set forth on Section 2.5(b) of the Seller Disclosure Schedules) or set forth on Section 2.4(a)(i) of the Seller Disclosure Schedules and (ii) subject to Section 2.11, those portions, and only those portions (and preserving the meaning thereof), of any Shared Contract to which Seller or any other Seller Entity is a party to the extent related to the Business (collectively, such Contracts or portion of such Contracts, as the case may be, the “Specified Business Contracts”); (b) Any and all Intellectual Property (i) primarily used, but not exclusivelyor held primarily for use, in the Triage operation of the Business or relate, but not exclusively, to any Purchased Asset or Assumed Liability (each such Contract, a ii) set forth on Section 2.4(b)(ii) of the Seller Disclosure Schedules (the “Shared ContractBusiness Intellectual Property”), in each case to other than the extent used in names and Marks identified on Section 1.1(a)(i) and Section 2.5(d) of the Seller Disclosure Schedules; (c) Any and all Tangible Personal Property primarily used, 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”)held primarily for use, in the case operation 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 Tangible Personal Property”); (xd) subject to Section 2.04 Any and to all accounts receivable and other current assets (including prepaid expenses) of 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 Business as of immediately prior to 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 than Cash Amounts (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 Business Current 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”); (xie) except as provided Any and all raw materials (including all bulk active pharmaceutical ingredients, constituent substances, materials, biomaterials (including study tissues, plasma, serum, and slides, drug substance and drug product, chemical compounds synthetized in Section 2.01(b)(xiirelevant medicinal chemistry series and related records, reagents, cell lines, and standards), subject to Section 2.04 stores and to the extent transferablesupplies, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale of the Products, (B) as well as any pending applications for the same trade 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”sample inventory), including (A) raw materials, but solely to the extent used or intended for use in the Triage Business, and (B) all works in works-in-process, semi-finished Products and other finished productsgoods, storessupplies, replacement and spare parts, packaging and labelling materialsPackaging Materials, operating supplies and inventory on consignment, in transit or deposited in a warehouse, and other inventories in each case primarily used, or held primarily for use, by the Business (collectively, the “Transferred Inventory”); (f) Any and all Permits, including Product Registrations, primarily related to or used for the extent used Business or intended for use in otherwise primarily related to research or development of the Products; (xvi) 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 All Data to the extent related to any Product Registrations included in the Purchased Assets, (ii) all pre-clinical data and information, completed clinical and nonclinical reports (together with raw data sets associated with such reports) to the extent related to clinical trials of the Business of which Seller or arising out its Subsidiaries is a sponsor, (iii) all trial master files from sponsors and contract research organizations to the extent related to clinical trials of the Business which Seller or its Subsidiaries is a sponsor, (iv) the clinical database and associated protocol of transfer for each clinical trial of the Business which Seller or its Subsidiaries is a sponsor, including statistical database, biobanking database and any samplings database from vendors, (v) copies of the approved label components with respect to the Products, (vi) all labeling decision documents with respect to the Products, (vii) the safety database for each Product, (viii) all reports and raw data pertaining to any Adverse Experience, (ix) any other written notices, communications or other correspondence between Seller or any of its Affiliates, on the one hand, and any Governmental Entity, on the other hand, to the extent relating to the Products, (x) all dossiers submitted by any Seller Entity to any Governmental Entities relating to in connection vitro diagnostics or other devices, including Premarket Approval (PMA) Breakthrough Device Programs and Investigational Device Exemptions, to the extent related to the Products, and (xi) all Data, dossiers, and approvals to the extent relating to pediatric development submitted to any Governmental Entities for the Products, including Pediatric Investigation Plans (PIP), Pediatric Study Plans (PSP) and Proposed Pediatric Study Requests (PPSR); in the case of clauses (i) through (xi), in the format submitted to the applicable Governmental Entity (if applicable) or any other format agreed upon by the Parties in the Transition Services Agreement, in each case that would not pose undue burden or expense for Purchaser to access and transfer to Purchaser’s systems; provided, however, with respect to any Excluded Liabilities such Data, information or other materials that are Purchased Assets pursuant to this clause (g) (A) the Seller Entities shall be permitted to keep (1) copies of Data, information or other materials to the extent required to demonstrate compliance with applicable Law or pursuant to internal compliance procedures, (2) copies of such Data, information or other materials to the extent they are relevant to any Excluded Assets, all claimsRetained Liabilities or the Retained Businesses and (3) such Data, counterclaimsinformation or other materials in the form of back-up or archival copies in the ordinary course of business; (B) the Seller Entities shall be permitted to redact those portions of such Data, causes information or other materials that pertain to Excluded Assets, Retained Liabilities or Retained Businesses, or, at Seller’s election, deliver copies of actionsuch Data, choses information or other materials unredacted; and (C) notwithstanding anything 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 this Agreement to the Additional Assigned Intellectual Propertycontrary, the right Seller Entities shall not be required to deliver to Purchaser any of the foregoing Data, information or other materials to the extent such items cannot be accessed or retrieved by the Seller or its Subsidiaries, or separated from other Data, information or materials of Seller and its Subsidiaries that do not constitute Purchased Assets, in each case without considerable or undue burden, expense or effort (and, in such case, as promptly as reasonably practicable after the Closing (but subject to Section 5.18), Seller and Purchaser shall cooperate in good faith to implement an alternative arrangement to provide the Designated Purchasers access to such Data, information or materials, in a format and through a mechanism reasonably acceptable to the Parties, without charging any amount to any Designated Purchaser for such access); (h) Any and all Promotional Materials that are primarily related to, primarily used in or primarily held for use and recover for past infringements or misappropriations in the Business, including those set forth in Section 2.4(h) of Transferred Intellectual Property and the Additional Assigned Intellectual PropertySeller Disclosure Schedule, and any and all corresponding medical affairs, education or other similar non-promotional materials primarily related to, primarily used in or primarily held for use in the Business; (i) All data and databases of Personal Data related to the Business; provided, however, the Seller Entities shall (A) not be required to assign, convey or otherwise transfer any such data and databases of Personal Data if such assignment, conveyance or transfer is not permitted by applicable Law and (B) be permitted to keep copies of any such data and databases of Personal Data to the extent required to demonstrate compliance with applicable Law or pursuant to internal compliance procedures; (j) All rights that have been, now under all confidentiality agreements with prospective purchasers of the Business or hereafter may be secured throughout the world with respect to any Transferred Intellectual Property and the Additional Assigned Intellectual Property)portion thereof, in each case to the extent related toto the Business; (k) Any and all claims, warranty rights, deposit rights, prepaid expense rights, claims for refunds, indemnity rights, defenses, causes of actions (including rights to remedies and damages) and rights of set-off against third parties to the extent relating to or arising out of the Purchased Assets or the Assumed Liabilities (other than any Retained Claim and any claims or defenses to the extent relating to any assets identified as Excluded Assets in connection Section 2.5), including with respect to past, present and future violation, misappropriation or infringement of the Triage Business Intellectual Property and rights to damages and other remedies therefor; (l) Any rights under insurance programs and policies maintained by third party providers with respect to clinical trials and related services primarily related to the Business; (m) Any and all documents, instruments, papers, books, records (including Tax Returns and other books and records exclusively related to Taxes of the Purchased Assets, the Assumed Liabilities or the Business, but excluding any and all Tax Returns and other books and records relating to Taxes of Seller, the Seller Entities or any of their respective Affiliates), books of account, financial and accounting records, personnel and employee benefits records (subject to clause (ii) below), research and development files, laboratory books, Intellectual Property disclosures and records, operating guides and manuals, product specifications, litigation files, product warranty records, customer and supplier lists, repair and performance records, purchase orders and invoices, production data, manufacturing records and quality control records, CMC records (including the information set forth in Section 2.4(m) of the Seller Disclosure Schedules), and files and data relating to marketing, sales, operations, commercial analytics, medical affairs, market access, early access programs, pricing (including government pricing data), Information Technology, catalogs, brochures, sales literature, Specified Business Contracts, and other documents, in each case, to the extent related to the Business and in the possession or control of the Seller Entities or any of their Subsidiaries, other than (i) any books, records or other materials that the Seller Entities are required by Law to retain (copies of which, to the extent permitted by Law, will be provided to Purchaser at or promptly following the Closing) and (ii) personnel and employment records for employees and former employees who are not Transferred Employees and for Transferred Employees if prohibited by Law; provided that, with respect to any such books, records or other materials that are Purchased Assets pursuant to this clause (m), (A) the Seller Entities shall be permitted to keep (1) copies of such books, records or other materials to the extent required to demonstrate compliance with applicable Law or pursuant to internal compliance procedures, (2) copies of such books, records or other materials to the extent they are relevant to any Excluded Assets or the Retained Businesses and (3) such books, records or other materials in the form of back-up or archival copies in the ordinary course of business; (B) the Seller Entities shall be permitted to redact those portions of such books, records or other materials that pertain to Excluded Assets, Retained Liabilities or Retained Businesses, or, at Seller’s election, deliver copies of such books, records and other materials unredacted; and (C) notwithstanding anything in this Agreement to the contrary, the Seller Entities shall not be required to deliver or convey to Purchaser any such books, records or other materials to the extent such books records and other materials cannot be accessed or retrieved by the Seller Entities without considerable or undue burden, expense or effort (and, in such case, as promptly as reasonably practicable after the Closing (but subject to Section 5.18), Seller and Purchaser shall cooperate in good faith to implement an alternative arrangement to provide to the Designated Purchasers access to such books, records or other materials, in a format and through a mechanism reasonably acceptable to the Parties, without charging any amount to any Designated Purchaser for such access); (n) All attorney work-product protections, attorney-client privileges and other legal protections related to the Business, the Purchased Assets or the Assumed Liabilities; provided, however, the Seller Entities shall not be required to assign, convey or otherwise transfer any such protections or privileges if such assignment, conveyance or transfer would materially impair or prejudice any such material protections or privileges with respect to the Retained Businesses, the Excluded Assets or the Retained Liabilities; (xviio) 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 All goodwill of the Triage Business as a going concern; and (p) Any other assets exclusively used, or held exclusively for use, in the operation of the Business (other than any assets identified as Excluded Assets in Section 2.5). The Parties acknowledge and agree that a single asset may fall within more than one of the subsections of this Section 2.4; such fact does not imply that (i) such asset shall be transferred more than once or (ii) any duplication of such asset is required.

Purchased Assets. Upon the terms and subject to the conditions of this Agreement, and subject to the exclusions set forth in Section 2.03, at the Closing, Seller shall sell, convey, transfer and assign (or cause to be sold, conveyed, transferred and transferassigned) to Buyer, and Buyer shall purchase, acquire and accept from Seller shall cause (either directly or indirectly through the other applicable Asset Seller Entities sale of Shares pursuant 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 EncumbrancesSection 2.01), all of the Seller’s and its Subsidiaries’ right, title and interest of Seller in, to and the other Asset Seller Entities, in and to under the following assets, properties and rights and properties as the same shall exist immediately prior to the Closing (collectively, the “Purchased Assets”):); provided that, for the avoidance of doubt, any Purchased Assets then held by a Purchased Company shall be transferred pursuant to Section 2.01 and not this Section 2.02: (ia) all Cash of the Business (the “Business Cash”); (b) all real property rights and leases of, and other interests in, real property that are Primarily Related to the Business, in respect of each case together with all buildings, fixtures and improvements erected thereon (the Transferred “Business Real Property”); (iic) the tangible all personal propertyproperty and interests therein, including machinery, equipment, mechanical furniture, office equipment, communications equipment, vehicles, storage tanks, spare and spare replacement parts, supplies, tools, tooling, jigs, molds, dies, production supplies, samples, media, fixtures, office equipment fuel and other tangible property of any kind (other than any Information Technology Assetsproperty, 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 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; (iiid) the spare parts all inventory, including raw materials, works-in-process, finished goods and calibration equipment located at the portion of the Transferred Real Property depicted on Schedule 2.01(a)(iii) supplies, and other current assets that are used primarily in or primarily related 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 (Be) all rights rights, interests or claims under the all (i) 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) other than IT Software Contracts 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)Intellectual Property Rights) that are Primarily Related to the Business, which are intended to be addressed other than as set forth in Section 2.01(a)(v); (v2.02(e)(i) subject to Section 2.04of the Disclosure Schedule, (Aii) all rights under the Exclusive Business IT Software Contracts, (iii) Business IP 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 PropertyBusiness Contracts”); (xf) 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 all Owned Business 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”)Rights; (xig) all Business IT Assets; (h) all transferable licenses, permits or other governmental authorizations that are Primarily Related to the Business; (i) except as provided in Section 2.01(b)(xii7.05(c), subject to Section 2.04 all books, records, files and papers, whether in hard copy or computer format, to the extent transferablerelated to the Business and all Tax Returns (or portions thereof), Tax reports and Tax books and records related to Taxes or Tax Returns that relate solely to the Purchased Companies, the Business or the Purchased Assets (collectively, the “Business Records”); provided that (x) Seller Group Returns and Tax Returns, and Tax books and records related to Taxes of the Seller Group shall be Excluded Assets, (Ay) the Registrations used exclusively in Seller shall be entitled to retain a copy of any and all Business Records and (z) Seller shall only be required to deliver such books, records, files and papers (whether electronic or related exclusively otherwise) to the distributionextent permitted by Applicable Law, marketingand Seller shall not be required to deliver to Buyer any books, promotionrecords, selling files or offering for sale of the Productspapers that are not reasonably practicable to identify and extract, (B) any pending applications for the same but shall provide access to such materials in accordance with Applicable Law 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 DateSection 5.02; (xiij) subject all goodwill associated with the Business, together with the right to represent to third parties that Buyer is the successor to the Business; (k) all Tax Attributes allocated to a Purchased Company pursuant to Section 2.04 8.03(a); (l) all Tax refunds or credits in lieu of refunds (including, in the case of any refund actually received, any interest thereon actually received from a Taxing Authority) with respect to any Tax or Tax Attribute allocated to Buyer under Section 8.02 or Section 8.03; (m) all sales and promotional literature, customer lists, sales databases and other sales-related materials to the extent transferable, the Governmental Authorizations held by the Asset Seller Entities used exclusively in or related exclusively to the Triage Business, which, for the avoidance of doubt, if any such material contains information related to the Business or and the Retained Business, only such portion that is related to the Business shall be 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; (xvn) all credits, prepaid expenses, rebates, deferred charges, advance payments, security deposits, escrows deposits and other deposits or amounts held as surety by third Persons and 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)items, in each case to the extent related to, arising out of or in connection with to the Triage Business, which, for the avoidance of doubt, if any such amounts are related to the Business and the Retained Business, only such portion that is related to the Business shall be Purchased Assets or the Assumed LiabilitiesAssets; (xviio) subject to Section 6.10, to the extent permitted by applicable Lawtransferrable, (A) sole ownership of Booksall third-party warranties, Records indemnities and Files and Tax Returns relating exclusively guarantees Primarily Related to the Triage Business, Business (other than Seller’s and its Affiliates’ rights under 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”Transaction Documents); (xviii) except for the items described in Section 2.01(a)(xix) and Section 2.01(b)(viii), and subject to Section 2.04, (Ap) the Information Technology Assets listed insurance policies set forth on Schedule 2.01(a)(xviiiSection 2.02(p) 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 BusinessDisclosure Schedule; (xixq) all owned assets relating to a Company Plan or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily used any portion of a Seller Plan assumed 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 Buyer 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 Agreementstransactions contemplated hereby; and (xxiiir) all goodwill other assets, properties and rights of a type not expressly covered in this Section 2.02 that are Primarily Related to the Triage Business as a going concernBusiness.

Purchased Assets. Upon Subject to the terms and subject to the conditions of this Agreement, at the ClosingEffective Time, Seller shall MLP (including the Retained Subsidiaries where appropriate) shall, without any representations or warranties, express or implied, sell, conveyassign, assign and transfer, convey and Seller shall cause the other applicable Asset Seller Entities deliver 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, MRY3 all of the MLP’s right, title and interest of Seller and the other Asset Seller Entities, in and to the following assetsproperties and assets (each a “Purchased Asset”, rights and properties (collectively, the “Purchased Assets”):), to the extent that said Purchased Assets are assignable: (a) the Properties (except to the extent Properties are owned by a Transferred Subsidiary); (b) the membership interests in Transferred Subsidiaries, including all books and records thereof; (c) all furniture, furnishings, fixtures, equipment, machinery, maintenance vehicles and equipment, tools, parts, recreational equipment, carpeting, window treatments, stationery and other office supplies, and other tangible personal property of every kind and description situated in, on, over or under the Premises owned by MLP or in which MLP otherwise has an interest and which is not owned by tenants under the Commercial Leases (as such term is hereinafter defined), together with all replacements and substitutions therefor (together with the intangible personal property referred to below, the "Personal Property"); (d) the Commercial Leases, Other Contracts, Clay Contracts, Wetlands Bank Rights listed on Exhibit "C" and the other intangible personal property owned by MLP or in which MLP otherwise has an interest which is used solely in connection with the business of the Properties, including permits, licenses, approvals, claims, choses in action, customer, supplier and distributor lists, art work, display units, and telephone and fax numbers; (e) the leases of equipment or other personal property listed on Exhibit "D" (collectively, the "Equipment Leases"); (f) the names "Merry Land", "Merry Land Properties", the ticker symbol "MRYP", and the plate used in connection with the engraving and printing of the MLP share certificates (the "Intellectual Property Rights"), subject to the rights reserved to MLP with respect thereto during the Transition Period, pursuant to Section 5.1 hereof.; (g) all debt and equity interests in ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ House Horizontal Property Regime, Inc.; (h) the Wetlands Bank Rights; and (i) all real property rights other Transferred Properties listed in respect Schedule 1.2 of the Transferred Real Property; (ii) MLP Disclosure Letter. Such sale shall be effected in such a manner that MLP and 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 Retained Subsidiaries shall have no obligation to Section 2.01(b)(vi), located at the Purchaser Occupied Real Property and used primarily in MRY3 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 Subsidiaries 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 Purchased Assets relating to the date of this Agreement, used exclusively in Contingent Liabilities (other than the Discontinued Products and (BMLP Retained Liabilities) 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 events occurring 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 after 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 concernEffective Time.

Purchased Assets. Upon the terms and subject to the conditions of set forth in this Agreement, subject to Bankruptcy Court approval, as applicable, at the Closing: (a) Each Seller shall, Seller shall as applicable, 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 PurchaserCircles and/or one or more Affiliates of Circles designated in writing by Circles, and Purchaser shallCircles and/or its applicable Affiliates shall purchase, or shall cause the other applicable Designated Purchasers to, purchase acquire and take assignment and delivery from the applicable Asset Seller Entities, free and clear of any Liens, other than Permitted Encumbrancessuch Sellers, all of the right, right and title to and interest of Seller and the other Asset Seller Entities, in and to the following assets, properties, and rights (contractual or otherwise) owned by such Seller and properties primarily used or held for use in connection with or necessary for the operation of the MVNE Business (collectively, the “Circles Purchased Assets”):) free and clear of all Liens, claims or interests of any type or nature, whether known or unknown, of any Seller or any other party (other than Permitted Liens), including without limitation: (i) all real property rights in respect of assets primarily related to the Transferred Real PropertyMVNE Business; (ii) all agreements and telecommunications contracts where 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 Sellers provide software platform solutions related to the Triage BusinessSellers’ MVNE Business to telecommunications companies, (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 including but not limited to the Triage BusinessKey MVNE Customer Contracts; (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 all assets primarily related to the Triage Sellers’ “Internet of Things” products and services related to the MVNE 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 All deposits related to the Triage MVNE Business, including all deposits and prepayments held by third parties pursuant to any executory contract or unexpired lease assumed and assigned to Circles which are related to the MVNE Business (B) all rights under the excluding deposits related to 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 not 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)(vContracts); (v) subject Subject to the timing and process contemplated by the Sale Order, the Contracts, agreements, contract rights, leases of real property, leases of equipment, machinery or other tangible personal property license agreements, customer contracts, vendor contracts, Employment Contracts, purchase and sales orders (if any), financial instruments, royalty agreements, third party guaranties, indemnifications, arrangements and understandings, whether oral or written, to which any Seller is a party (whether or not legally bound thereby) and which primarily relate to the operation of the MVNE Business and which are designated as Assumed Contracts pursuant to Section 2.04, 2.3(d) below (A) all rights under collectively 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“Circles Assumed Contracts”), to the extent used in or related to the Triage Business; (vi) The Circles Purchased Equity Interests; (vii) All rights, title and interests of the rights under Sellers and their Affiliates in the Contracts by and between any Asset Seller Entity and Pareteum Africa JV Agreement; (Aviii) 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 All Accounts Receivable related to the Triage MVNE Business; (ix) all permits necessary for the operation of the MVNE Business or the ownership of the MVNE Business, transferable to Circles pursuant to their terms and in accordance with applicable Laws; (x) all Intellectual Property Assets which relate to, or are used or held for use, in connection with, the MVNE Business, including but not limited to the Pareteum and Artilium brand names, and trademarks (whether registered or otherwise), ARTA software and Coreserver software; (xi) all prepaid items and expenses primarily related to the MVNE Business, including prepayments of customers of the MVNE Business; (xii) all books and records including customer or client lists, files, documentation, records and the related documentation primarily related to the MVNE Business or Circles Assumed Liabilities, but specifically excluding the books and records set forth in Section 2.2(f); (xiii) all claims, indemnities, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (whether or not known or unknown or contingent or non-contingent) primarily related to the MVNE Business, the Circles Purchased Assets or the Circles Assumed Liabilities (other than those on insurance policies of the Sellers); (xiv) all Cash and Cash Equivalents (regardless of the derivation of such Cash or Cash Equivalents), less the Wind Down Amount and the Professional Fee Escrow Amount; provided that the Wind Down Amount and the Professional Fees Escrow Amount shall be Excluded Assets. (xv) all other assets, properties, and rights used in the MVNE Business that are not defined below as Excluded Assets; and (xvi) all claims and causes of action of any Debtor against Affiliates, current Independent Directors, current officers, employee or current vendors or third party providers related to the MVNE Business, including such claims and causes of action arising under Chapter 5 of the Bankruptcy Code, including Sections 510, 541, 544, 545, 547, 548, 549, 550, 553 or 558, or similar state laws. (b) Each Seller shall, as applicable, sell, convey, transfer, assign and deliver to CVG and/or one or more Affiliates of CVG designated in writing by CVG, and CVG and/or its applicable Affiliates shall purchase, acquire and take assignment and delivery from such Sellers, all right and title to and interest in and to the following assets, properties, and rights (contractual or otherwise) owned by such Seller and primarily used or held for use in connection with or necessary for the operation of the Non-MVNE Business (collectively, the “CVG Purchased Assets” and, together with the Circles Purchased Assets, the “Purchased Assets”) free and clear of all Liens, claims or interests of any type or nature, whether known or unknown, of any Seller or any other party (other than Permitted Liens), including without limitation: (i) all assets related to the Sellers’ Small and Medium Business Enterprise products and services; (ii) all assets related to the Sellers’ Mobile Virtual Network Operation business; (iii) all assets related to the Sellers’ operation of the messaging business conducted by Interactive Digital Media GmbH business; (iv) all assets related to iPass; (v) all deposits related to the Non-MVNE Business, including all deposits and prepayments held by third parties pursuant to any executory contract or unexpired lease assumed and assigned to CVG which are related to the Non-MVNE Business (excluding deposits related to Contracts that are not Assumed Contracts); (vi) all equipment, machinery or other tangible personal property primarily used or held for use in connection with the Sellers’ Non-MVNE 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 timing and process contemplated by the Sale Order, the Contracts, agreements, contract rights, leases of real property, leases of equipment, machinery or other tangible personal property license granted agreements, customer contracts, purchase and sales orders (if any), financial instruments, royalty agreements, third party guaranties, indemnifications, arrangements and understandings, whether oral or written, to which any Seller is a party (whether or not legally bound thereby) and which relate to the operation of the Non-MVNE Business and which primarily relate to the operation of the Non-MVNE Business and which are designated as Assumed Contracts pursuant to Section 6.12(b2.3(d) below (collectively, the “CVG Assumed Contracts” and, together with the Circles Assumed Contracts, the “Assumed Contracts”); (viii) subject to Section 6.09, the Trademarks listed on Schedule 2.01(a)(viii)CVG Purchased Equity Interests; (Aix) subject all Accounts Receivable related to Schedule 2.01(a)(ix)(A), the Antibody CVG Purchased 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 all permits necessary for 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 ClosingSellers’ Non-MVNE Business, transferable to CVG pursuant to their terms 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 (accordance 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”)applicable Laws; (xi) except as provided all Intellectual Property Assets which relate solely to, or are solely used or held for use, in Section 2.01(b)(xii)connection with, subject to Section 2.04 and the Non-MVNE Business, including, but not limited to the extent transferable, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale wi-fi business 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 DateDeviscape; (xii) subject to Section 2.04 all prepaid items and expenses related 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 AssetsSellers’ Non-MVNE Business; (xiii) subject to Section 6.08all books and records including customer or client lists, all advertisingfiles, marketingdocumentation, training and promotional materials and all other printed or written materials, including website content records and the design of such websites protected by applicable Law, in each case that is used exclusively inrelated documentation related to the Sellers’ Non-MVNE Business, or related exclusively toCVG Assumed Liabilities, but specifically excluding the Triage Businessbooks and records set forth in Section 2.2(f); (xiv) all inventories used claims, indemnities, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (whether or intended for use in the Triage Business (the “Transferred Inventory”), including (Anot known or unknown or contingent or non-contingent) raw materials, but solely related to the extent used Sellers’ Non-MVNE Business or intended for use in the Triage Business, and CVG Assumed Liabilities (B) all works in process, semi-finished and finished products, stores, replacement and spare parts, packaging and labelling materials, operating supplies and inventory other than those on consignment, in transit or deposited in a warehouse, in each case to insurance policies of the extent used or intended for use in the ProductsSellers); (xv) all credits, prepaid expenses, advance payments, security deposits, escrows deposits and other prepaid items prepayments held by third parties pursuant to the extent paid any executory contract or unexpired lease assumed and assigned to a Third Party and to the extent directly related to the Triage BusinessCVG; (xvi) except to the extent related to or arising out of or in connection with any Excluded Liabilities or Excluded Assetsall other assets, all claims, counterclaims, causes of action, choses in action, rights of recoveryproperties, and rights of setused in the Sellers’ Non-off MVNE Business that are not defined below as Excluded Assets and not included in Circles Purchased Assets; and (xvii) all claims and actions of any kind (including all damages Debtor against Affiliates, vendors and payments for pastthird party providers of any Debtor arising under Sections 510, present 541, 544, 545, 547, 548, 549, 550, 553 or future infringement 558 of the Bankruptcy Code 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), similar state laws related in each case to the extent related toCVG Purchased Assets. For the avoidance of doubt, arising out of or in connection with if a Purchased Asset has an equal relation to the Triage MVNE Business and Non MVNE Business, such Purchased Asset shall constitute a Circles Purchased Asset. To the extent a Purchased Asset is desired by both Purchasers, the Purchasers will work in good faith to determine which Purchaser shall purchase the Purchased Assets or the Assumed Liabilities; (xvii) subject to Section 6.10Asset and whether, to the extent permitted by applicable Lawpossible, (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 accommodation may be conducted at made to allow both Purchasers to use 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 concernapplicable Purchased Asset.

Purchased Assets. Upon At the terms Closing, and subject to the terms and conditions of this Agreement, at the Closingset forth herein, Seller shall will sell, conveyassign, assign and transfer, convey and Seller shall deliver, or cause the other applicable Asset Seller Entities one or more of its Subsidiaries to sell, conveyassign, assign transfer, convey 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 Entitiesdeliver, free and clear of any Liens, Liens (other than Permitted EncumbrancesLiens) to Purchaser, and Purchaser will purchase, acquire and accept from Seller or its applicable Subsidiaries, all of the right, title title, interest and interest obligations of Seller and the other Asset Seller Entities, or its applicable Subsidiaries in and to the following assets(collectively, rights and properties (the “Purchased Assets”): (i1) all the 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)(A2.1(a)(1) and (B) the rights under the Shared Contracts listed on Schedule 2.01(a)(v)(B)related improvements and fixtures, to the extent used in or related to the Triage Business; (vi) the rights under the Contracts by together with all assignable real property rights, benefits 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) appurtenances thereto (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 Purchased Real Property”); (x2) subject to Section 2.04 and to the extent transferable, (A) subject to Schedule 2.01(a)(ix)(A)receipt of any required third-party consents, the Antibody Assetsreal property leases listed on Schedule 2.1(a)(2) (the “Real Property Leases”); (3) the furniture, other Know-How equipment, materials and Other Intellectual Property supplies 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 Subsidiaries as of the Closing Date and (2) located at the Banking Center Premises, but excluding all proprietary systems or proprietary materials located in the case the Discontinued Products, was, prior to the date of this Agreement, used therein Banking Center Premises (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual Purchased Personal Property”); (xi4) except as provided in Section 2.01(b)(xii), subject to Section 2.04 the receipt of any required third-party consents, the leases, subleases, licenses or other contracts associated with the furniture, equipment, materials and to the extent transferable, (A) the Registrations used exclusively in or related exclusively to the distribution, marketing, promotion, selling or offering for sale supplies leased by Seller and its Subsidiaries as of the ProductsClosing Date and located at the Banking Center Premises, all as identified on Schedule 2.1(a)(4) (B) any pending applications for collectively, 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“Personal Property Leases”); (xii5) (i) the ATM units and the real property on which such ATMs are located that are owned by Seller or any of its Subsidiaries at the Banking Centers, a list of which, as of the date hereof, is set forth on Schedule 2.1(a)(5)(i) (the “Purchased ATMs”), and (ii) subject to Section 2.04 and the receipt of any required third-party consents, all of Seller’s or Seller’s Subsidiaries’ rights with respect to the extent transferableleases pursuant to which Seller or any of its Subsidiaries leases real property on which ATMs are located at the Banking Centers, a list of which leases, as of the Governmental Authorizations held by date hereof, is set forth on Schedule 2.1(a)(5)(ii) (the Asset Seller Entities used exclusively in or related exclusively to the Triage Business or the Purchased Assets“ATM Real Property Leases”); (xiii6) the Loans (including servicing rights relating thereto of Seller or any of its Subsidiaries) made or purchased by Seller or any of its Subsidiaries and booked at the Banking Centers that are listed on Schedule 2.1(a)(6), together with all Contracts evidencing or executed and delivered in connection with such Loans and including all obligations to make additional extensions of credit thereunder and all related collateral, excluding Nonperforming Loans (collectively, the “Purchased Loans”). The parties agree that no Nonperforming Loans shall be included in the Purchased Loans; (7) all safe deposit Contracts and leases for safe deposit boxes located at the Banking Centers (the “Safe Deposit Agreements”); (8) the CRA-eligible loans, other than any Nonperforming Loans, listed on Schedule 2.1(a)(8) (the “CRA Assets”); (9) subject to Section 6.08the receipt of any required third-party consents the Letters of Credit issued in favor of a Banking Center Customer by Seller or any of its Subsidiaries that are listed on Schedule 2.1(a)(9) together with all reimbursement agreements and related documents (including, but not limited to, any collateral documents) with respect to the Assumed Letters of Credit and all collateral in the possession of or otherwise granted to Seller or any of its Subsidiaries in connection therewith (collectively, the “Assumed Letters of Credit”). (10) subject to the receipt of any required third-party consents, the rights of Seller or its Subsidiaries with respect to the operating Contracts under which goods or services are provided exclusively to or at the Banking Centers, all advertisingas identified on Schedule 2.1(a)(10) (the “Assumed Contracts,” and together with the Real Property Leases, marketingATM Real Property Leases, training Assumed Letters of Credit 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 toPersonal Property Leases, the Triage Business“Assumed Agreements”); (xiv11) all inventories used or intended for use in books, records and other data primarily relating to the Triage Business (the “Transferred Inventory”)Banking Centers, 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 files (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, suspicious activity reports to the extent permitted by applicable Applicable Law), customer and supplier lists, mailing lists, accounting records, documentation or records primarily relating to the administration of the Assumed Agreements and the Assumed Deposits, real property files with respect to Purchased Real Property and Real Property Leases (including lease documentation, maintenance records, plans and permits, to the extent in the possession of Seller or any of its Subsidiaries), personnel files and records for any Transferred Banking Center Employees (to the extent permitted under Applicable Law and as reasonably agreed upon by Purchaser and Seller), technical and other data primarily relating to the Banking Centers other than (i) Forms W-8 and W-9 and similar tax forms provided to Seller or any of its Subsidiaries by customers of the Banking Centers, income tax records of Seller or any of its Subsidiaries, (Aii) sole ownership of Books, Records personnel files and Files and Tax Returns relating exclusively to the Triage Business, the Purchased Assets or the Assumed Liabilities, records for any Retained Employees and (Biii) 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 books 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 records to the extent relating to accounts that have terminated prior to Closing; provided, however, that Seller and its Subsidiaries shall have the Triage Businessright to retain copies of all such books, records and other data that are part of 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 Booksextent reasonably necessary for, Records and Files solely for use in connection with, tax, regulatory, litigation 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)legitimate, the “Triage Business Records”)non-competitive purposes; (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) (112) 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 U.S. cash on hand at the use Banking Centers at the Close of Business on the Closing Date, including vault cash, ▇▇▇▇▇ cash, tellers’ cash, prepaid postage, bank orders, checks, certified checks and cash equivalents (exclusive of the Information Technology Assets described in clause (Acontents of any safe deposit boxes) 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 located at the Transferred Real PropertyBanking Centers, as determined by a cash count to be mutually conducted by Seller and Purchaser and excluding any cash contained in ATMs not physically located at the Banking Centers and cash contained in security vehicles or otherwise maintained in vaults by vendors on behalf of Seller or Seller’s Subsidiaries, whether or not associated with the Banking Centers (B) Contracts that relate to the manufacture of products, and (C) any Ancillary Agreements“Cash on Hand”); and (xxiii13) all goodwill of the Triage Business as a going concernPurchased Overdrafts.

Purchased Assets. Upon Subject to the terms and subject to the conditions of this Agreement, on the Closing Date and at the Closing, Seller shall sell, convey, assign and transfershall, and Seller shall cause the other applicable Asset Seller Selling Entities to to, sell, conveyassign, assign transfer and transfer convey to the applicable Designated Purchaser, and Purchaser shallshall purchase, acquire and accept from the Asset Selling Entities, all of the Seller Entities’ right, title and interest as of the Closing in (i) all of the assets primarily used, or held primarily for use, in the operation of the RLC Ducted Business (except to the extent any asset (A) is a type of asset that is addressed by clause (ii) of this Section 2.4, or (B) is included in the definition of “Excluded Assets”) and (ii) the following assets (together with the assets specified in clause (i), the “Purchased Assets”) (it being understood that Purchaser shall cause the other applicable Designated Purchasers to, purchase from the applicable Asset Seller Entities, free and clear obtain indirect ownership of any Liensassets that are owned, other than Permitted Encumbrancesleased, all licensed or otherwise held by the Purchased Companies by virtue of Purchaser’s purchase of the Purchased Entity Shares and the Purchased Venture Interests to the extent of the right, title and interest of Seller and the other Asset Seller Entities, each such Purchased Company in and to the following such assets, rights and properties (the “Purchased Assets”): (i) all real property rights in respect One hundred percent (100%) of the Transferred Real Property; equity interests (the “Purchased Entity Shares”) in each of the entities listed on Section 2.4(a)(i) of the Seller Disclosure Schedules, as such schedule may be updated in accordance with Section 5.13 (each, a “Purchased Entity,” and, collectively, the “Purchased Entities”); (ii) the tangible personal propertyissued and outstanding equity interests held by the Asset Selling Entities or any Purchased Company in each of the entities listed on Section 2.4(a)(ii) of the Seller Disclosure Schedules (each, including machinerya “Purchased Consolidated Venture” and, equipmenttogether with the Purchased Entities, mechanical the “Purchased Controlled Companies”); 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 issued 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 outstanding equity interests held by the Asset Seller Selling Entities that are used exclusively in the Triage Business or any Purchased Company (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, together with the Intellectual Property described equity interests referred to in Section 2.01(a)(v), Section 2.01(a)(vii) and Section 2.01(a)(viiiclause (ii), the “Transferred Intellectual PropertyPurchased Venture Interests”) in each of the entities listed on Section 2.4(a)(iii) of the Seller Disclosure Schedules (each, a “Purchased Non-Consolidated Venture” and, together with the Purchased Consolidated Ventures, the “Purchased Ventures”); (xi) subject Each Contract executed prior 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 AgreementAgreement and related exclusively to the RLC Ducted Business, as evidenced by written records in its entirety, (the development programs and products in development described in this Section 2.01(a)(x)(A)(1), the “Development Projects”), or (2ii) was, each other Contract executed prior to the date of this Agreement, used including those Contracts set forth on Section 2.4(b)(ii) of the Seller Disclosure Schedules, only with respect to (and preserving the meaning of) those portions of it that solely relate to the RLC Ducted Business, subject to Section 2.11(c) and Section 2.11(e), and (iii) each Contract executed after the date of this Agreement and prior to the Closing, (A) if related exclusively to the RLC Ducted Business, then in the Discontinued Products and its entirety, or (B) coif not related exclusively to the RLC Ducted Business, then only with respect to (and preserving the meaning of) those portions of it that solely relate to the RLC Ducted Business, subject to Section 2.11(c) and Section 2.11(e), in each case of clauses (i), (ii) and (iii), other than any intercompany balances and accounts, arrangements, understandings or Contracts to be terminated pursuant to Section 5.6 or Contracts pursuant to which services will be provided by Seller or its Affiliates (other than the Purchased Companies) pursuant to the terms of the Transition Services Agreement (collectively, such Contracts or portion of such Contracts, as the case may be, described by clauses (i) through (iii), the “Specified Business Contracts”); provided that Seller may update Section 2.4(b)(ii) of the Seller Disclosure Schedules with written notice to Purchaser and delivery of the same no later than five (5) Business Days prior to the Closing Date (and in any event prior to the delivery of the Closing Statement) to reflect any modifications to, or additions or terminations of, of Specified Business Contracts, in each case, after the date of this Agreement and prior to the Closing Date, subject to compliance with Section 5.2; (c) (i) All owned real property listed in Section 2.4(c)(i) of the Seller Disclosure Schedules (such owned real property, the “Transferred Owned Property”), including all buildings, improvements and fixtures thereon and all appurtenances thereto, and (ii) all leases governing the leased real property primarily related to and primarily used in the conduct of the RLC Ducted Business, including the leases governing the leased real property listed in Section 2.4(c)(ii) of the Seller Disclosure Schedules (such leased real property, the “Transferred Leased Property,” and such leases, collectively, the “Transferred Leases”); provided that Seller may update Section 2.4(c)(ii) of the Seller Disclosure Schedules with written notice to Purchaser and delivery of the same no later than five (5) Business Days prior to the Closing Date (and in any event prior to the delivery of the Closing Statement) to reflect any modifications to, or additions or terminations of, Transferred Leases, in each case, after the date of this Agreement and prior to the Closing Date, subject to compliance with Section 5.2; (d) (i) The Registered Intellectual Property listed in Section 2.4(d) of the Seller Disclosure Schedules, including, for clarity, (A) any reissues or reexaminations of the issued Patents identified therein, (B) any divisions, substitutions, continuations and continuations-ownership in-part of an undivided interest the Patents identified therein, and any Patents claiming priority thereof or that may issue therefrom, (with C) any reissues or reexaminations of any Patents that may issue from the pending applications identified therein and (D) any U.S. or foreign counterparts of the Patents identified therein; and (ii) any other Intellectual Property (other than Registered Intellectual Property) owned by Seller or its Affiliates and primarily used or held primarily for use in the operation of the RLC Ducted Business, including all rights of priority and renewals (collectively, the “Transferred IP”); Transferred IP includes Transferred Controls Materials; (e) The IT Assets listed or described in Section 2.4(e) of the Seller Disclosure Schedules (collectively, the “Transferred IT Assets”); (f) Any and all Tangible Personal Property located on the premises of the Transferred Leased Property and Transferred Owned Property to the extent primarily used, or held primarily for use, in the operation of the RLC Ducted Business; (g) Any and all trade receivables and other accounts receivable (other than from Seller and/or any of its Affiliates) of the RLC Ducted Business as of immediately prior to 11:58 p.m. on the Closing Date to the extent such trade receivables are included in the Antibody Assetsdetermination of Closing Ducted Working Capital; (h) Any and all prepaid expenses and security deposits of the RLC Ducted Business as of immediately prior to 11:58 p.m. on the Closing Date or arising out of the Specified Business Contracts, other Know-How in each case, solely to the extent (i) related exclusively to the RLC Ducted Business 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 (1ii) in the case of current prepaid expenses and current security deposits included in the Development Projectsdetermination of Closing Ducted Working Capital; (i) Any and all Inventory primarily used, or primarily held for use, in the RLC Ducted Business to the extent such Inventory is used therein as included in the determination of Closing Ducted Working Capital; (j) Any and all goodwill, if any, of the Closing and RLC Ducted Business; (2k) in the case the Discontinued Products, was, prior All Business Permits primarily related to the date conduct of this Agreementthe RLC Ducted Business, used therein including the Business Permits listed on Section 2.4(k) of the Seller Disclosure Schedules (to the extent transferable by the Asset Selling Entities) (the Antibody Assets and other Know-How and Other Intellectual Property described in this Section 2.01(a)(x), collectively, the “Additional Assigned Intellectual PropertyTransferred Permits”); (xil) except Except as provided set forth in Section 2.01(b)(xii)5.7, subject any and all assets related to Section 2.04 the Purchased Controlled Company Benefit Plans; (m) Any and all claims, causes of action, defenses and rights of offset or counterclaim, or settlement agreements (in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) to the extent transferable, (A) the Registrations used exclusively in or primarily related exclusively to the distribution, marketing, promotion, selling operation or offering for sale conduct 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 RLC Ducted Business or the Purchased Assets; (xiiin) subject to Section 6.08, all advertising, marketing, training and promotional materials (i) Sole ownership and all other printed originals and copies of all Books and Records that are in the possession or written materials, including website content control of any Seller Entity and the design of such websites protected by applicable Law, in each case that is used are exclusively in, or related exclusively to, the Triage Business; (xiv) all inventories used or intended held exclusively for use in the Triage operation of the RLC Ducted Business and (ii) co-ownership and one copy in mutually agreed form of any other Books and Records that are in the “Transferred Inventory”), including (A) raw materials, but solely possession or control of any of the Seller Entities and otherwise to the extent used or intended in, held 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; operation of the RLC Ducted 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, each party having the right to use and recover license others to use same after the Closing Date without the consent of or an accounting to the other party), subject to reasonable redactions or removals for past infringements portions to the extent unrelated to the RLC Ducted Business, in each case of clauses (i) and (ii), other than any Books and Records (or misappropriations portions thereof) (A) that such Seller Entity is required by Law or bona fide records retention policy binding as of the date hereof not to transfer (in such case copies of which, to the extent permitted by Law and such bona fide records retention policy, will be delivered to Purchaser at the Closing), (B) that consist of personnel, medical and employment records for Business Employees and former employees of any Purchased Controlled Company other than such records of Transferred Intellectual Property Business Employees, (C) that have been created electronically pursuant to automatic or ordinary course back up, security or disaster recovery systems and would be unduly burdensome or costly to retrieve, except to the Additional Assigned Intellectual Propertyextent Purchaser reimburses the Asset Selling Entities for any reasonable and documented out of pocket retrieval costs, (D) to the extent exclusively relating to the Retained Businesses, Excluded Assets or Retained Liabilities or (E) that consist of any Tax Returns of Seller or any of its Subsidiaries (other than the Purchased Companies) and any Combined Tax Returns (and all corresponding rights that have beenBooks and Records relating primarily to such Tax Returns); provided that, now or hereafter may be secured throughout the world with respect to any Transferred Intellectual Property Tax Returns or other Books and Records of the Additional Assigned Intellectual PropertyPurchased Companies that are Purchased Assets pursuant to this Section 2.4(n), in each case Seller or such Subsidiary may be permitted to the extent related to, arising out keep copies of such Tax Returns or in connection other Books and Records as necessary to comply with the Triage Business, the Purchased Assets Law or the Assumed Liabilitiesbona fide records retention policy; (xviii) subject to Section 6.10, to To the extent permitted by applicable Law, (A) sole ownership of Books, Records and Files and Tax Returns relating all insurance policies exclusively to insuring the Triage Business, the Purchased Assets or the Assumed Liabilities, RLC Ducted Business 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 5.10(b) and convey the same without restriction except as expressly set forth in Sections 6.04(b)otherwise provided herein and without duplication to any other claim or recovery, (c) all rights to any insurance benefits and proceeds payable under third-party occurrence-based insurance policies of the Seller Entities to cover any claims for Pre-Closing Occurrences with an alleged date of loss prior to Closing, whether made prior to or following the Closing, and (d)ii) all property and casualty Insurance Proceeds received or receivable in connection with the damage or complete destruction of any BooksPurchased Assets or assets that would have been included in the Purchased Assets but for such damage or complete destruction, Records in each case, net of any deductible and Files the cost of repair or replacement of such assets paid or incurred by, and Tax Returns any losses resulting from such damage or destruction incurred by, any of the Seller Entities prior to the Closing, and related administrative costs; (p) All rights and claims under any and all transferable warranties extended by suppliers, vendors, contractors, manufacturers and licensors, and transferable rights to refunds or rebates, in each case, solely 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 RLC Ducted Business from or to the extent related to 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”)Purchased Assets; (xviiiq) 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 To the extent used in or related to permitted by applicable Law, all transferable collective bargaining, trade union, works council and other similar Contracts exclusively covering the Triage Business; (xix) all owned or leased desktop computers, laptops, tablets, mobile phones and similar assets primarily used by the Transferred Business 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 (xxiiir) all goodwill All other assets set forth on Section 2.4(r) of the Triage Business as a going concernSeller Disclosure Schedules.

Purchased Assets. Upon (a) Schedule 3. 13 )(a) correctly describes (including address, type of improvements and use) all Owned Property, all Leased Property and all material other Real Property Interests, any title insurance policies and surveys with respect thereto, and any Liens thereon, specifying in the terms case of leases or subleases, the name of the lessor or sublessor and the lease term. (b) Schedule 3.13(b) correctly describes all material personal property included in the Purchased Assets, and any Liens thereon, specifying in the case of leases or subleases, the name of the lessor or sublessor and the lease term. Schedule 3.13(b) separately identifies each capital lease included in the Purchased Assets. (c) The Sellers have good and marketable, indefeasible, fee simple title to, or in the case of leased real property or personal property has valid leasehold interests in, all Purchased Assets (whether real, personal, tangible or intangible). No Purchased Asset is, or when delivered to Buyer (either directly or indirectly through the delivery of the Maryland LLC Shares) will be, subject to the conditions of this Agreementany Lien, 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”):except: (i) all real property rights Liens disclosed in respect of the Transferred Real PropertyFinancial Statements; (ii) Liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established in 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)(xixFinancial Statements)), 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;; or (iii) Liens which do not materially detract from the spare parts value of such Purchased Asset, or materially interfere with any present or intended use of such Purchased Asset (clauses (i) -,(iii) of this Section 3.13(c) are, collectively, the "Permitted Liens"). (d) Subject to such exceptions as would not individually or in the aggregate have a Material Adverse Effect and calibration equipment located at other than such developments or facts which are disclosed to Buyer within the portion terms of this Agreement or Schedules thereto, there are no developments affecting any of the Transferred Real Property depicted material Purchased Assets pending or, to the knowledge or the Sellers threatened, which might materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of such Purchased Assets. (e) Subject to such exceptions as would not individually or in the aggregate have a Material Adverse Effect and except as reflected on Schedule 2.01(a)(iii) that 3.13(e), the plants, buildings, structures and equipment included in the Purchased Assets have no defects, are used primarily in or primarily related good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the franchise and private cable industry as applicable (giving due account to the Triage Business; (iv) subject to Section 2.04age and length of use of same, (A) the rights under Contracts to which any Asset Seller Entity is a party that ordinary wear and tear excepted), are used, but not exclusivelyadequate and suitable for their present uses and, in the Triage Business case of plants, buildings and other structures, are structurally sound. (f) The plants, buildings and structures included in the Purchased Assets currently have access to (i) public roads or relatevalid easements over private streets or private property for such ingress to and egress from all such plants, but not exclusivelybuildings and structures and (ii) water supply, to storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other public utilities, in each case as is necessary for the conduct of the Systems in all material respects as they have heretofore been conducted. None of the structures on the Owned Property or the Real Property Interests encroaches upon real property of another Person, and no structure of any Purchased Asset or Assumed Liability (each such Contract, a “Shared Contract”), other Person substantially encroaches upon any other real property in each case to the extent used in such encroachment is 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 may be addressed in Section 2.01(a)(v);material. (vg) subject to Section 2.04, (A) all rights under To the Exclusive Contracts listed on Schedule 2.01(a)(v)(A) and (B) knowledge 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 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 6.09Sellers, 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 Owned Property and the Additional Assigned Intellectual PropertyReal Property Interests, the right to and their continued use, occupancy and operation as currently used, occupied and operated, does not in any material respect constitute a nonconforming use under all applicable building, zoning, subdivision and other land use and recover for past infringements or misappropriations of Transferred Intellectual Property similar laws, regulations 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 concernordinances.