Common use of Transfer of the Assets Clause in Contracts

Transfer of the Assets. (a) Subject to and upon the terms and conditions of this Agreement, effective as of the Effective Date, Chronimed shall transfer, convey, assign and deliver to MGI, and MGI shall acquire from Chronimed, the following properties, assets and other claims, rights and interests: (i) all inventories of raw materials, work in process, finished goods, maintenance supplies, packaging materials, spare parts and similar items of Chronimed which are used exclusively for the Business (collectively, the "Inventory") which exist on the Effective Date; (ii) all accounts, accounts receivable, notes and notes receivable existing on the Effective Date which are payable to Chronimed, and which apply exclusively to the Business (the accounts, accounts receivable, notes and notes receivable, including any related security therein, to be transferred to MGI pursuant hereto are collectively referred to herein as the "Accounts Receivable"); (iii) all prepaid expenses of Chronimed which are used exclusively for the Business existing on the Effective Date (the "Prepaid Expenses"); (iv) all rights of Chronimed under the contracts, agreements, leases, licenses and other instruments specific to the Business, including the real estate leases for the premises at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the "Bury Drive Location"), and at ▇▇▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the "Edina Location") (collectively, the "Contract Rights"); (v) all books, records and accounts, correspondence, production records, technical, manufacturing and procedural manuals, customer lists, studies which are used exclusively for the Business; provided, however, that Chronimed's corporate record books, minute books, tax returns and records relating to taxes, employment records and general ledgers are not included in the books and records being conveyed to MGI; provided further, that Chronimed shall provide or make available to MGI copies of its general ledgers and records relating to taxes which relate to the Business and the Assets being acquired hereunder (the "Records"); (vi) all rights of Chronimed under express or implied warranties which relate exclusively to the Business from the suppliers to the Business (the "Warranty Rights"); (vii) except for items specifically listed as Excluded Assets, all of the machinery, equipment, tools, tooling, dies, production fixtures, maintenance machinery and equipment, furniture, office equipment and leasehold improvements owned by Chronimed on the Effective Date which are located at the Bury Drive Location, the Edina Location or in the area at Chronimed's headquarters at Red Circle Drive used exclusively for the business, whether or not reflected as capital assets in the accounting records of Chronimed (collectively, the "Fixed Assets"). It is understood that all of the furniture, equipment, inventory and other personal property owned by Chronimed and located at the Edina Location and the Bury Drive Location are included in the assets, except for items specifically designated as Excluded Assets; (viii) all of Chronimed's right, title and interest in and to all intangible property rights, including but not limited to inventions, discoveries, trade secrets, processes, formulas, know-how, software, computer codes, internet domain names, United States and foreign patents, patent applications, trade names, trademarks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, which are used exclusively for the Business and are (i) owned by Chronimed or, (ii) where not owned, used by Chronimed in its business (it being understood that in the case of any such items not owned by Chronimed, Chronimed's interest therein is being conveyed subject to any necessary consents or approvals being obtained from the third party who owns the same) and all licenses and other agreements to which Chronimed is a party (as licensor or licensee) which relate exclusively to the Business (again subject to any necessary consents or approvals from third parties who own the same) (collectively, the "Intangible Property"); (ix) Chronimed's right, title and interest to its governmental licenses, permits and authorizations which relate exclusively to the Business, to the extent transferable under applicable law (collectively, the "Licenses"); (x) The computer hardware, software and software licenses designated by Chronimed, with a schedule listing the same to be delivered as of the Effective Date; - (xi) The shares of stock in Cell Robotics International, Inc. ("Cell Robotics"), if any, owned by Chronimed on the Effective Date, it being understood that Chronimed will continue to sell the Cell Robotics shares owned by it on a regular basis until the Effective Date; and (xii) Except as specifically provided in Subsection 4.1(b) hereof, all other assets, properties, claims, rights and interests of Chronimed which exist on the Effective Date, of every kind and nature and description which are used exclusively for the Business and not for other businesses of Chronimed or for Chronimed's general and administrative functions or headquarters activities. (b) Notwithstanding the provisions of paragraph (a) above, the assets to be transferred to the MGI under this Agreement shall not include (i) Chronimed's cash and cash equivalents, deposits, bank accounts and other similar assets, (ii) except for assets specifically listed on a schedule of additional assets designated by Chronimed and delivered as of the Effective Date, any assets of Chronimed utilized in other businesses of Chronimed, including Chronimed's Disease Management and Specialty Pharmacy businesses (collectively, the "Other Businesses") or in Chronimed's general and administrative activities or headquarters activities (collectively, the "G&A Activities") , and (iii) those assets listed on a schedule of excluded assets designated by Chronimed and delivered as of the Effective Date attached hereto (the "Excluded Assets"). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Contract Rights, Records, Warranty Rights, Fixed Assets, Intangible Property, Licenses, Stock of Cell Robotics, if any, and other properties, assets and business of Chronimed described in paragraph (a) above, other than the Excluded Assets, shall be referred to collectively as the "Assets."

Transfer of the Assets. (a) Subject to and upon Upon the terms and subject to the conditions of set forth in this Agreement, effective as of at the Effective DateClosing, Chronimed shall transferBuyer agrees to purchase from the Company and the Company agrees to sell, convey, assign assign, transfer and deliver deliver, or cause to MGIbe sold, conveyed, assigned, transferred and MGI shall acquire from Chronimeddelivered, to Buyer the following properties, assets and other claims, rights and interests: (i) all inventories of raw materials, work in process, finished goods, maintenance supplies, packaging materials, spare parts and similar items of Chronimed which are used exclusively for to the Business extent set forth on Schedule 2.1 hereto (collectively, the "Inventory") which exist on the Effective Date;“Acquired Assets”): (iia) all accounts, accounts receivable, notes and notes receivable existing on the Effective Date which are payable to Chronimed, and which apply exclusively to the Business (the accounts, accounts receivable, notes and notes receivable, including any related security therein, to be transferred to MGI pursuant hereto are collectively referred to herein as the "Accounts Receivable"); (iii) all prepaid expenses of Chronimed which are used exclusively for the Business existing on the Effective Date (the "Prepaid Expenses"); (iv) all rights of Chronimed under the contracts, agreements, leases, licenses and other instruments specific to the Business, including the real estate leases for the premises at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the "Bury Drive Location"), and at ▇▇▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the "Edina Location") (collectively, the "Contract Rights"); (v) all books, records and accounts, correspondence, production records, technical, manufacturing and procedural manuals, customer lists, studies which are used exclusively for the Business; provided, however, that Chronimed's corporate record books, minute books, tax returns and records relating to taxes, employment records and general ledgers are not included in the books and records being conveyed to MGI; provided further, that Chronimed shall provide or make available to MGI copies of its general ledgers and records relating to taxes which relate to the Business and the Assets being acquired hereunder (the "Records"); (vi) all rights of Chronimed under express or implied warranties which relate exclusively to the Business from the suppliers to the Business (the "Warranty Rights"); (vii) except for items specifically listed as Excluded Assets, all of the machinery, equipment, tools, tooling, dies, production fixtures, maintenance machinery and equipment, furniture, office equipment and leasehold improvements owned by Chronimed on the Effective Date which are located at the Bury Drive Location, the Edina Location or in the area at Chronimed's headquarters at Red Circle Drive used exclusively for the business, whether or not reflected as capital assets in the accounting records of Chronimed (collectively, the "Fixed Assets"). It is understood that all of the furniture, equipment, inventory and other personal property owned by Chronimed and located at the Edina Location and the Bury Drive Location are included in the assets, except for items specifically designated as Excluded Assets; (viii) all of Chronimed's Company’s right, title and interest in and to all intangible property rightsof the tangible assets listed on Schedule 2.1(a); (b) all of the Company’s rights under the contracts listed on Schedule 2.1(b) (the “Assigned Contracts”) as the same shall exist on the Closing Date; (c) subject to the terms and conditions of the Transition Services and Supply Agreement, all of the Company’s right, title and interest in and to all of the inventory, including but not limited to inventionswithout limitation work in process, discoveriesspare parts, trade secretsraw materials and finished goods, processes, formulas, know-how, software, computer codes, internet domain names, United States and foreign patents, patent applications, trade names, trademarks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, which are used exclusively for identified on Schedule 2.1(c) as the same shall exist on the Closing Date (the “Aesthetic Business and are Inventory”); (id) all Intellectual Property owned by Chronimed or, (ii) where not owned, the Company used by Chronimed in its business (it being understood that or held for use exclusively in the case conduct or operation of any such items not owned by Chronimed, Chronimed's interest therein is being conveyed subject to any necessary consents or approvals being obtained from the third party who owns the same) and all licenses and other agreements to which Chronimed is a party (as licensor or licensee) which relate exclusively to the Aesthetic Business (again subject to any necessary consents or approvals from third parties who own “Company Owned Intellectual Property”), other than the sameLicensed Intellectual Property, including the Intellectual Property that is listed on Schedule 2.1(d) (collectively, the "Intangible “Assigned Intellectual Property"”); (ixe) Chronimed's rightall authorizations, title and interest to its governmental registrations, certificates, permits, licenses, permits franchises, consents, waivers, clearances or approvals issued by any Governmental Authority, and authorizations which relate any applications for any of the foregoing, that are held by the Company related exclusively to the Business, Aesthetic Business to the extent transferable under applicable law transferable; (collectively, f) all equipment used or held for use exclusively in the "Licenses"conduct or operation of the Aesthetic Business that is listed on Schedule 2.1(f); (xg) The computer hardware, software and software licenses designated by Chronimed, with a schedule listing the same to be delivered as all claims (including claims for past infringement of Assigned Intellectual Property) of the Effective Date; -Company against other Persons to the extent related to the Acquired Assets (regardless of whether or not such claims have been asserted by the Company), and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement, prepaid expenses and deposits and other rights of recovery possessed by the Company (regardless of whether such rights are currently exercisable), in each case to the extent related to the Acquired Assets. For the avoidance of doubt, the Acquired Assets shall not include any claims, rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement, prepaid expenses and deposits and other rights of recovery related to the Licensed Intellectual Property; (xih) The shares all books, records, files and data that are in the Company’s possession or control and are exclusively related to (a) through (g) of stock in Cell Robotics International, Inc. ("Cell Robotics"), if any, owned by Chronimed on the Effective Date, it being understood that Chronimed will continue to sell the Cell Robotics shares owned by it on a regular basis until the Effective Datethis Section 2.1; and (xiii) Except as specifically provided in Subsection 4.1(b) hereof, all other goodwill relating to the assets, properties, claims, properties and rights and interests of Chronimed which exist on the Effective Date, of every kind and nature and description which are used exclusively for the Business and not for other businesses of Chronimed or for Chronimed's general and administrative functions or headquarters activities. (b) Notwithstanding the provisions of paragraph set forth in clauses (a) abovethrough (f) of this Section 2.1, together with the assets right to be transferred represent to third parties that Buyer is the successor to the MGI under this Agreement shall not include (i) Chronimed's cash and cash equivalents, deposits, bank accounts and other similar assets, (ii) except for assets specifically listed on a schedule of additional assets designated by Chronimed and delivered as of the Effective Date, any assets of Chronimed utilized in other businesses of Chronimed, including Chronimed's Disease Management and Specialty Pharmacy businesses (collectively, the "Other Businesses") or in Chronimed's general and administrative activities or headquarters activities (collectively, the "G&A Activities") , and (iii) those assets listed on a schedule of excluded assets designated by Chronimed and delivered as of the Effective Date attached hereto (the "Excluded Assets"). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Contract Rights, Records, Warranty Rights, Fixed Assets, Intangible Property, Licenses, Stock of Cell Robotics, if any, and other properties, assets and business of Chronimed described in paragraph (a) above, other than the Excluded Assets, shall be referred to collectively as the "Acquired Assets."

Transfer of the Assets. (a) Subject On and subject to and upon the terms and conditions of this Agreement, effective at the Closing immediately following the transfer described in Section 2.1 (or, if the Buyer effects an assignment of rights under this Section 2.2 to a Sold Company as of contemplated by Section 13.7(a)(x)(1), immediately following such assignment), the Effective DateCompany shall, Chronimed or shall transfercause the other Sellers, as applicable, to, sell, grant, convey, assign and deliver to MGItransfer, and MGI assign to the Buyer, or its permitted assigns (which shall include the Canadian Buyer as set forth in Section 13.7(a)) and the Buyer shall (or shall cause such permitted assigns to) purchase, acquire and accept from Chronimedthe Company or the other Sellers, free and clear of all Liens, other than Permitted Liens, all of the Sellers’ respective right, title and interest in the following assets, properties and rights of the Asset Sellers, the following propertiesSold Companies and the Sold Subsidiaries used in or related to the Business, assets and as the same shall exist on the Closing Date, other claims, rights and interests: (i) all inventories of raw materials, work in process, finished goods, maintenance supplies, packaging materials, spare parts and similar items of Chronimed which are used exclusively for than the Business Excluded Assets (collectively, the "Inventory"“Transferred Assets”): (a) which exist on all tangible assets and properties and fixed assets, equipment, machinery, operating supplies, furniture, office equipment, data processing equipment, parts, computer equipment, computers, computer peripherals, and other items of personal property that are (i) primarily used or held for use in or otherwise primarily related to, the Effective Date; Business, (ii) all accounts, accounts receivable, notes located at a Magnolia Shared Location and notes receivable existing on the Effective Date which are payable to Chronimed, and which apply exclusively cannot be removed from such Magnolia Shared Location without causing material damage to the Business (the accountsMagnolia Shared Location premises, accounts receivable, notes and notes receivable, including any related security therein, to be transferred to MGI pursuant hereto are collectively referred to herein as the "Accounts Receivable"); or (iii) all prepaid expenses of Chronimed which are used exclusively for as applied to furniture, located at the Business existing on the Effective Date (the "Prepaid Expenses"); (iv) all rights of Chronimed under the contracts, agreements, leases, licenses and other instruments specific to the Business, including the real estate leases for the premises at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Shared Location; (b) subject to the terms of Section 3.6, all rights and incidents of, and benefits accruing to the Asset Sellers in and to the leased, subleased, licensed or sublicensed real property, or to which any Asset Seller, Sold Company or Sold Subsidiary has been granted the right to use or occupy the real property, with any improvements thereon to the extent included as part of the leased, subleased, licensed or sublicensed premises pursuant to the terms of the respective lease, sublease, license or sublicense, and all appurtenances thereto, the related leases of which are listed on Section 2.2(b) of the Company Letter (the "Bury Drive Location"), “Assigned Leased Real Property” and at ▇▇▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the "Edina Location") (collectivelysuch leases, the "Contract Rights"“Assigned Leases”); (vc) subject to the terms of Section 3.6, the rights and benefits in and to all booksContracts (other than the Real Property Leases, records and accounts, correspondence, production records, technical, manufacturing and procedural manuals, customer lists, studies which are set forth in Section 2.2(b) of the Company Letter) primarily used exclusively in or held for use in or otherwise primarily related to the Business; provided, howeverincluding all collective bargaining agreements set forth on Section 2.2(c) of the Company Letter and all Government Contracts (each, that Chronimed's corporate record books, minute books, tax returns an “Assigned Contract”) and records relating to taxes, employment records and general ledgers are not included in the books and records being conveyed to MGI; provided further, that Chronimed shall provide or make available to MGI copies of its general ledgers and records relating to taxes which relate to the Business and the Assets being acquired hereunder (the "Records")all Assigned Bids; (vid) all rights of Chronimed under express or implied warranties which relate exclusively originals or, to the extent originals are not available by reason other than that such originals are Excluded Business from the suppliers to the Records, copies of all Business (the "Warranty Rights"); (vii) except for items specifically listed as Excluded Assets, all of the machinery, equipment, tools, tooling, dies, production fixtures, maintenance machinery and equipment, furniture, office equipment and leasehold improvements owned by Chronimed on the Effective Date which Records that are located at the Bury Drive LocationLeased Real Properties and copies of all other Business Records (but not, the Edina Location or in the area at Chronimed's headquarters at Red Circle Drive used exclusively for the businessavoidance of doubt, whether or not reflected as capital assets in such Business Records themselves); provided that the accounting records Asset Sellers shall be entitled to retain copies of Chronimed (collectively, the "Fixed Assets"). It is understood that all of the furniture, equipment, inventory and other personal property owned by Chronimed and located at the Edina Location and the Bury Drive Location are included in the assets, except for items specifically designated as Excluded AssetsBusiness Records; (viiie) all of Chronimed's right, title and interest in and to all intangible property rights, including but not limited to inventions, discoveries, trade secrets, processes, formulas, know-how, software, computer codes, internet domain names, United States and foreign patents, patent applications, trade names, trademarks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, which are used exclusively for the Business and are (i) owned by Chronimed or, (ii) where not owned, used by Chronimed in its business (it being understood that in the case of any such items not owned by Chronimed, Chronimed's interest therein is being conveyed subject to any necessary consents or approvals being obtained from the third party who owns the same) and all licenses and other agreements to which Chronimed is a party (as licensor or licensee) which relate exclusively to the Business (again subject to any necessary consents or approvals from third parties who own the same) (collectively, the "Intangible Property"); (ix) Chronimed's right, title and interest to its governmental licenses, permits and authorizations which relate exclusively to the Businessterms of Section 3.6, to the extent transferable under applicable law Law (collectivelyincluding upon receipt of required consents available under the terms of such Permits), the "Licenses"); all Permits (x) The computer hardware, software including applications for issuance or renewal thereof and software licenses designated by Chronimed, with a schedule listing the same to be delivered as of the Effective Date; - (xi) The shares of stock application materials in Cell Robotics International, Inc. ("Cell Robotics"process), if any, that are primarily used or held for use in, or otherwise primarily related to the Business; (f) the goodwill of the Company or its Subsidiaries which relates to the use of the Trademarks included in the Transferred Assets or the Business; (g) all Patents that are owned by Chronimed the Company or its Subsidiaries and primarily used or held for use in, or otherwise primarily related to the Business, namely, those Patents set forth on Section 2.2(g) of the Effective Date, it being understood Company Letter; (h) all Copyrights that Chronimed will continue to sell the Cell Robotics shares are owned by it the Company or its Subsidiaries and primarily used or held for use in, or otherwise primarily related to the Business; (i) all Trademarks that are owned by the Company or its Subsidiaries and primarily used or held for use in, or otherwise primarily related to the Business, namely, the Trademarks set forth on a regular basis until Section 2.2(i) of the Effective DateCompany Letter, and the goodwill of the Business exclusively associated with all of the foregoing in this Section 2.2(i); (j) all Trade Secrets that are owned by the Company or its Subsidiaries and primarily used or held for use in, or otherwise primarily related to the Business; (k) all Domain Names that are owned by the Company or its Subsidiaries and primarily used or held for use in, or otherwise primarily related to the Business, namely, the Domain Names set forth on Section 2.2(k) of the Company Letter; (l) all other Intellectual Property Rights that are owned by the Company or its Subsidiaries and primarily used or held for use in, or otherwise primarily related to the Business, including those set forth on Section 2.2(l) of the Company Letter (such Intellectual Property Rights, together with the other Intellectual Property Rights that are the subject of Sections 2.2(g) through 2.2(k), collectively, the “Transferred IP Assets”); (m) subject to the terms of Section 3.6, without duplication, all rights and benefits of the credits, prepaid expenses and deposits that exclusively relate to any of the Assigned Contracts or Transferred Assets, to the extent reflected on any Final Closing Statements (“Deposits”); (n) subject to the terms of Section 3.6, all rights under express or implied warranties from suppliers with respect to the Transferred Assets; (o) all rights to causes of action, choses in action, rights of recovery, rights of set-off of any kind, lawsuits, claims, bankruptcy claims or proofs of claims and demands of any nature in each case to the extent related to the Assumed Liabilities; (p) all billed and unbilled accounts receivable for services rendered and all notes and other receivables, whether due from customers, vendors or suppliers, that arise exclusively from the Business prior to the Closing to the extent included in Final Working Capital, but excluding any right to the payment or repayment of VAT and excluding any Carve-Out Accounts receivable; (q) all rights in connection with, and the assets of the Assumed Plans, and all rights in connection with the Multiemployer Plans; (r) all Tax Returns (or portions thereof) solely of, with respect to, or related to the Transferred Assets and the Assumed Liabilities (and all books and records, including note papers and work papers, related thereto); (s) all Tax assets related to the Transferred Assets and the Assumed Liabilities, including any rights to any refunds of the Asset Sellers and any deposits of the Asset Sellers with any Governmental Body, in each case relating to Taxes that constitute Assumed Liabilities or attributable to any Post-Closing Tax Period or any Post-Closing Straddle Period; (t) the properties and assets listed on Section 2.2(t) of the Company Letter; and (xiiu) Except as specifically provided in Subsection 4.1(b) hereof, all other assets, properties, claims, rights assets of the Company and interests of Chronimed which exist on its Subsidiaries (including the Effective Date, of every kind Sold Companies and nature and description which are the Sold Subsidiaries) primarily used exclusively in or held for use in or otherwise primarily related to the Business and not for other businesses of Chronimed a type or for Chronimed's general and administrative functions category otherwise addressed in any of Section 2.2(a) through Section 2.2(t). To the extent that any asset that is a “Transferred Asset” as defined pursuant to this Section 2.2 is held by a Sold Company or headquarters activities. (b) Notwithstanding the provisions of paragraph (a) abovea Sold Subsidiary at Closing, the assets to parties acknowledge that such Transferred Assets shall be transferred indirectly to the MGI under this Agreement shall not include (i) Chronimed's cash Buyer through the transfer of such Sold Companies and cash equivalents, deposits, bank accounts and other similar assets, (ii) except for assets specifically listed on a schedule of additional assets designated by Chronimed and delivered as of the Effective Date, any assets of Chronimed utilized in other businesses of Chronimed, including Chronimed's Disease Management and Specialty Pharmacy businesses (collectively, the "Other Businesses") or in Chronimed's general and administrative activities or headquarters activities (collectively, the "G&A Activities") , and (iii) those assets listed on a schedule of excluded assets designated by Chronimed and delivered as of the Effective Date attached hereto (the "Excluded Assets")Sold Subsidiaries at Closing. (c) The Inventory, Accounts Receivable, Prepaid Expenses, Contract Rights, Records, Warranty Rights, Fixed Assets, Intangible Property, Licenses, Stock of Cell Robotics, if any, and other properties, assets and business of Chronimed described in paragraph (a) above, other than the Excluded Assets, shall be referred to collectively as the "Assets."

Transfer of the Assets. Except for (ai) Subject the Excluded Assets set forth in Section 2.2 below or (ii) as set forth in the 363/365 Transaction Approval Order and subject to and upon the terms and conditions of this Agreement, effective at and as of the Effective DateTime, Chronimed the Transferor shall transfer, convey, assign and deliver Transfer to MGIthe Transferee, and MGI Transferee shall acquire from Chronimed, the following properties, assets and other claims, rights and interests: (i) all inventories of raw materials, work in process, finished goods, maintenance supplies, packaging materials, spare parts and similar items of Chronimed which are used exclusively for the Business (collectively, the "Inventory") which exist on the Effective Date; (ii) all accounts, accounts receivable, notes and notes receivable existing on the Effective Date which are payable to Chronimed, and which apply exclusively to the Business (the accounts, accounts receivable, notes and notes receivable, including any related security therein, to be transferred to MGI pursuant hereto are collectively referred to herein as the "Accounts Receivable"); (iii) all prepaid expenses of Chronimed which are used exclusively for the Business existing on the Effective Date (the "Prepaid Expenses"); (iv) all rights of Chronimed under the contracts, agreements, leases, licenses and other instruments specific to the Business, including the real estate leases for the premises at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the "Bury Drive Location"), and at ▇▇▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the "Edina Location") (collectively, the "Contract Rights"); (v) all books, records and accounts, correspondence, production records, technical, manufacturing and procedural manuals, customer lists, studies which are used exclusively for the Business; provided, however, that Chronimed's corporate record books, minute books, tax returns and records relating to taxes, employment records and general ledgers are not included in the books and records being conveyed to MGI; provided further, that Chronimed shall provide or make available to MGI copies of its general ledgers and records relating to taxes which relate to the Business and the Assets being acquired hereunder (the "Records"); (vi) all rights of Chronimed under express or implied warranties which relate exclusively to the Business accept from the suppliers to the Business (the "Warranty Rights"); (vii) except for items specifically listed as Excluded AssetsTransferor, free and clear of all Liens and encumbrances, all of the machinery, equipment, tools, tooling, dies, production fixtures, maintenance machinery and equipment, furniture, office equipment and leasehold improvements owned by Chronimed on the Effective Date which are located at the Bury Drive Location, the Edina Location or in the area at Chronimed's headquarters at Red Circle Drive used exclusively for the business, whether or not reflected as capital assets in the accounting records of Chronimed (collectively, the "Fixed Assets"). It is understood that all of the furniture, equipment, inventory and other personal property owned by Chronimed and located at the Edina Location and the Bury Drive Location are included in the assets, except for items specifically designated as Excluded Assets; (viii) all of ChronimedTransferor's right, title and interest in and to all intangible property rightsassets owned, held or utilized by the Transferor; provided, however, said Transfer of assets shall be only to the extent (i) of Transferor's interest therein and (ii) said assets are transferable or assignable by Transferor ("Transferred Assets") as set forth below: (a) all cash and cash equivalents and all pre-paid inventory deposits ("Cash"); (b) subject to Section 2.2 below, all of Transferor's Facilities, including the Acquired Premises; provided, however, if any portion of Transferor's Facilities is encumbered by a capital or operating Lease, the Transferee may at its election acquire such Lease subject to its assumption pursuant to Section 2.3 below. (c) all Accounts Receivable; (d) all Equipment and Other Personalty, including but not limited to inventionsthe items set forth on Schedule 2.1(d); (e) all Intangible Assets including but not limited to the items set forth on Schedule 2.1(e); (f) all Inventory; (g) all rights of the Transferor under all Assigned Contracts; (h) originals or copies of all books, discoveries, trade secrets, processes, formulas, know-how, software, computer codes, internet domain names, United States and foreign patents, patent applications, trade names, trademarks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, which are used exclusively for the Business and are (i) owned by Chronimed or, (ii) where not owned, used by Chronimed in its business (it being understood that in the case of any such items not owned by Chronimed, Chronimed's interest therein is being conveyed subject to any necessary consents or approvals being obtained from the third party who owns the same) and all licenses financial and other agreements records and information which has been reduced to which Chronimed is a party (as licensor written, recorded or licensee) which relate exclusively encoded form relating to the Business (again subject or the Transferred Assets, including without limitation, customer lists and related sales histories, credit policies and credit information with respect to any necessary consents existing customers, distribution and sales lists, existing cost and pricing data, existing business plans, advertising and promotion plans and materials, product development plans, product advertisement and packaging designs, forecasts, market research reports, competitor information, reference catalogs and product efficacy research in each case in existence as of June 30, 2001, as such items may be updated, modified or approvals from third parties who own augmented in the same) ordinary course of business (collectively, the "Intangible PropertyBooks and Records"); (ixi) Chronimed's rightwithout limiting the foregoing, title and interest subject to its governmental licensesall applicable third party rights of licensors and others, permits all computer hardware, computer software, computer software documentation, including source code, and authorizations which relate exclusively to systems documentation used in the BusinessBusiness in each case in existence as of June 30, to 2001, as such items may be modified or augmented in the extent transferable under applicable law (collectively, the "Licenses")ordinary course of business; (xj) The computer hardwarewithout limiting the foregoing, software all prepaid expenses and software licenses designated security deposits paid by Chronimedthe Transferor pursuant to the Assigned Contracts that are validly assigned to the Transferee unless offset; (k) all Actions, with a schedule listing the same to be delivered as judgments, insurance proceeds and insurance claims in favor of or on behalf of the Effective Date; -Transferor related to property damage that relates to the Business or the Transferred Assets; (xil) The shares any warranties of stock in Cell Robotics Internationalthird parties on any Transferred Assets; (m) security, Inc. utility and all other deposits and other pre-paid costs relating to Transferred Assets and pre-paid rent relating to the Assigned Contracts (the "Cell RoboticsDeposits"), if any, owned by Chronimed on the Effective Date, it being understood that Chronimed will continue to sell the Cell Robotics shares owned by it on a regular basis until the Effective Date; and (xiin) Except as specifically provided in Subsection 4.1(b) hereof, all other assets, properties, claims, rights and interests of Chronimed which exist on the Effective Date, of every kind and nature and description which are used exclusively for the Business and not for other businesses of Chronimed or for Chronimed's general and administrative functions or headquarters activities. (b) Notwithstanding the provisions of paragraph (a) above, the assets to be transferred to the MGI under this Agreement shall not include (i) Chronimed's cash and cash equivalents, deposits, bank accounts and other similar assets, (ii) except for assets specifically listed on a schedule of additional assets designated by Chronimed and delivered as of the Effective Date, any assets of Chronimed utilized in other businesses of Chronimed, including Chronimed's Disease Management and Specialty Pharmacy businesses (collectively, Transferor under the "Other Businesses") or in Chronimed's general and administrative activities or headquarters activities (collectively, the "G&A Activities") , and (iii) those assets listed on a schedule of excluded assets designated by Chronimed and delivered as of the Effective Date attached hereto (the "Excluded Assets"Ingram 546(g)* Agreement. (c) The Inventory, Accounts Receivable, Prepaid Expenses, Contract Rights, Records, Warranty Rights, Fixed Assets, Intangible Property, Licenses, Stock of Cell Robotics, if any, and other properties, assets and business of Chronimed described in paragraph (a) above, other than the Excluded Assets, shall be referred to collectively as the "Assets."

Transfer of the Assets. (a) Subject to and upon the terms and conditions of this Agreement, effective as of the Effective Date, Chronimed shall transfer, convey, assign and deliver to MGI, and MGI shall acquire from Chronimed, the following properties, assets and other claims, rights and interests: (i) all inventories of raw materials, work in process, finished goods, maintenance supplies, packaging materials, spare parts and similar items of Chronimed which are used exclusively for the Business (collectively, the "Inventory") which exist on the Effective Date; (ii) all accounts, accounts receivable, notes and notes receivable existing on the Effective Date which are payable to Chronimed, and which apply exclusively to the Business (the accounts, accounts receivable, notes and notes receivable, including any related security therein, to be transferred to MGI pursuant hereto are collectively referred to herein as the "Accounts Receivable"); (iii) all prepaid expenses of Chronimed which are used exclusively for the Business existing on the Effective Date (the "Prepaid Expenses"); (iv) all rights of Chronimed under the contracts, agreements, leases, licenses and other instruments specific to the Business, including the real estate leases for the premises at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the "Bury Drive Location"), and at ▇▇▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the "Edina Location") (collectively, the "Contract Rights"); (v) all books, records and accounts, correspondence, production records, technical, manufacturing and procedural manuals, customer lists, studies which are used exclusively for the Business; provided, however, that Chronimed's corporate record books, minute books, tax returns and records relating to taxes, employment records and general ledgers are not included in the books and records being conveyed to MGI; provided further, that Chronimed shall provide or make available to MGI copies of its general ledgers and records relating to taxes which relate to the Business and the Assets being acquired hereunder (the "Records"); (vi) all rights of Chronimed under express or implied warranties which relate exclusively to the Business from the suppliers to the Business (the "Warranty Rights"); (vii) except for items specifically listed as Excluded Assets, all of the machinery, equipment, tools, tooling, dies, production fixtures, maintenance machinery and equipment, furniture, office equipment and leasehold improvements owned by Chronimed on the Effective Date which are located at the Bury Drive Location, the Edina Location or in the area at Chronimed's headquarters at Red Circle Drive used exclusively for the business, whether or not reflected as capital assets in the accounting records of Chronimed (collectively, the "Fixed Assets"). It is understood that all of the furniture, equipment, inventory and other personal property owned by Chronimed and located at the Edina Location and the Bury Drive Location are included in the assets, except for items specifically designated as Excluded Assets; (viii) all of Chronimed's right, title and interest in and to all intangible property rights, including but not limited to inventions, discoveries, trade secrets, processes, formulas, know-how, software, computer codes, internet domain names, United States and foreign patents, patent applications, trade names, trademarks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, which are used exclusively for the Business and are (i) owned by Chronimed or, (ii) where not owned, used by Chronimed in its business (it being understood that in the case of any such items not owned by Chronimed, Chronimed's interest therein is being conveyed subject to any necessary consents or approvals being obtained from the third party who owns the same) and all licenses and other agreements to which Chronimed is a party (as licensor or licensee) which relate exclusively to the Business (again subject to any necessary consents or approvals from third parties who own the same) (collectively, the "Intangible Property"); (ix) Chronimed's right, title and interest to its governmental licenses, permits and authorizations which relate exclusively to the Business, to the extent transferable under applicable law (collectively, the "Licenses"); (x) The computer hardware, software and software licenses designated by Chronimed, with a schedule listing the same to be delivered as of the Effective Date; - (xi) The shares of stock in Cell Robotics International, Inc. ("Cell Robotics"), if any, owned by Chronimed on the Effective Date, it being understood that Chronimed will continue to sell the Cell Robotics shares owned by it on a regular basis until the Effective Date; and (xii) Except as specifically provided in Subsection 4.1(b) hereof, all other assets, properties, claims, rights and interests of Chronimed which exist on the Effective Date, of every kind and nature and description which are used exclusively for the Business and not for other businesses of Chronimed or for Chronimed's general and administrative functions or headquarters activities. (b) Notwithstanding the provisions of paragraph (a) above, the assets to be transferred to the MGI under this Agreement shall not include (i) Chronimed's cash and cash equivalents, deposits, bank accounts and other similar assets, (ii) except for assets specifically listed on a schedule of additional assets designated by Chronimed and delivered as of the Effective Date, any assets of Chronimed utilized in other businesses of Chronimed, including Chronimed's Disease Management and Specialty Pharmacy businesses (collectively, the "Other Businesses") or in Chronimed's general and administrative activities or headquarters activities (collectively, the "G&A Activities") ), and (iii) those assets listed on a schedule of excluded assets designated by Chronimed and delivered as of the Effective Date attached hereto (the "Excluded Assets"). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Contract Rights, Records, Warranty Rights, Fixed Assets, Intangible Property, Licenses, Stock of Cell Robotics, if any, and other properties, assets and business of Chronimed described in paragraph (a) above, other than the Excluded Assets, shall be referred to collectively as the "Assets."

Transfer of the Assets. (a) Subject On and subject to and upon the terms and conditions of this Agreement, effective as of the Effective DateCompany shall, Chronimed or shall transfercause the Asset Seller, to, sell, grant, convey, transfer and assign to the Buyer, free and deliver to MGIclear of any Liens other than Permitted Liens, and MGI the Buyer shall purchase, acquire from Chronimed, the following properties, assets and other claims, rights and interests: (i) all inventories of raw materials, work in process, finished goods, maintenance supplies, packaging materials, spare parts and similar items of Chronimed which are used exclusively for the Business (collectively, the "Inventory") which exist on the Effective Date; (ii) all accounts, accounts receivable, notes and notes receivable existing on the Effective Date which are payable to Chronimed, and which apply exclusively to the Business (the accounts, accounts receivable, notes and notes receivable, including any related security therein, to be transferred to MGI pursuant hereto are collectively referred to herein as the "Accounts Receivable"); (iii) all prepaid expenses of Chronimed which are used exclusively for the Business existing on the Effective Date (the "Prepaid Expenses"); (iv) all rights of Chronimed under the contracts, agreements, leases, licenses and other instruments specific to the Business, including the real estate leases for the premises at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the "Bury Drive Location"), and at ▇▇▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the "Edina Location") (collectively, the "Contract Rights"); (v) all books, records and accounts, correspondence, production records, technical, manufacturing and procedural manuals, customer lists, studies which are used exclusively for the Business; provided, however, that Chronimed's corporate record books, minute books, tax returns and records relating to taxes, employment records and general ledgers are not included in the books and records being conveyed to MGI; provided further, that Chronimed shall provide or make available to MGI copies of its general ledgers and records relating to taxes which relate to the Business and the Assets being acquired hereunder (the "Records"); (vi) all rights of Chronimed under express or implied warranties which relate exclusively to the Business accept from the suppliers to Company or the Business (the "Warranty Rights"); (vii) except for items specifically listed as Excluded AssetsAsset Seller, all of the machinery, equipment, tools, tooling, dies, production fixtures, maintenance machinery and equipment, furniture, office equipment and leasehold improvements owned by Chronimed on the Effective Date which are located at the Bury Drive Location, the Edina Location or in the area at Chronimed's headquarters at Red Circle Drive used exclusively for the business, whether or not reflected as capital assets in the accounting records of Chronimed (collectively, the "Fixed Assets"). It is understood that all of the furniture, equipment, inventory and other personal property owned by Chronimed and located at the Edina Location and the Bury Drive Location are included in the assets, except for items specifically designated as Excluded Assets; (viii) all of Chronimed's Sellers’ respective right, title and interest in and to the following assets, properties and rights of the Sellers used in or related to the Business, whether tangible or intangible, wherever located as the same shall exist on the Closing Date, other than the Excluded Assets (collectively, the “Transferred Assets”): (a) all intangible property rightstangible assets and properties and fixed assets, including but not limited to inventionsequipment, discoveriesmachinery, trade secretsoperating supplies, processesfurniture, formulasoffice equipment, know-howdata processing equipment, softwareparts, computer codesequipment, internet domain namescomputers, United States computer peripherals, and foreign patentsother items of personal property, patent applicationsand all inventory consisting of raw materials, trade nameswork-in-process, trademarksfinished goods and in-transit inventory and the related packaging materials, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, which are used exclusively for in each case owned by the Business Asset Seller or the Company and are (i) owned primarily used in the Business or (ii) located at the Assigned Leased Real Property; (b) subject to the terms of Section 3.5, all rights and incidents of, and benefits accruing to the Asset Seller or the Company in and to, the leased, subleased, licensed or sublicensed real property, or to which the Asset Seller has been granted the right to use or occupy the real property, with any improvements thereon to the extent included as part of the leased, subleased, licensed or sublicensed premises pursuant to the terms of the respective lease, sublease, license or sublicense, and all appurtenances thereto, the related leases of which are listed on Schedule 2.1(b) (the “Assigned Leased Real Property” and such leases, the “Assigned Leases”); (c) the rights and benefits in and to all Government Contracts entered into by Chronimed orthe Asset Seller and primarily related to the Business, including those set forth on Section 4.12(a)(i) of the Company Disclosure Letter (each, an “Assigned Government Contract”); provided, that any Government Contract that relates to a product of the Company or any of its Subsidiaries that has not been in production in the five (5) year period preceding the execution of this Agreement and is not set forth on Section 4.12(a)(i) of the Company Disclosure Letter shall not be an Assigned Government Contract; (d) the rights and benefits in and to all Government Bids entered into by the Asset Seller that, if accepted, would lead to an Assigned Government Contract, and primarily related to the Business, including those set forth on Section 4.12(a)(ii) of the Company Disclosure Letter (each, an “Assigned Bid”); provided, that any Government Bid that relates to a product of the Company or any of its Subsidiaries that has not been in production in the five (5) year period preceding the execution of this Agreement and is not set forth on Section 4.12(a)(ii) of the Company Disclosure Letter shall not be an Assigned Bid; (e) subject to the terms of Section 3.5, the rights and benefits in and to all Contracts (other than Government Contracts) entered into by the Asset Seller and primarily related to the Business, including the Material Contracts and vendor/supplier agreements the Asset Seller or the Company have with suppliers, including those set forth on Section 4.12 of the Company Disclosure Letter (together with the Assigned Leases, the Assigned Government Contracts and Assigned Bids, the “Assigned Contracts”); provided, that any Contract (i) entered into by the Asset Seller and primarily related to the Business, (ii) where that relates to a product of the Company or any of its Subsidiaries that has not owned, used by Chronimed been in its business (it being understood that production in the case five (5) year period preceding the execution of any such items this Agreement, and (iii) is not owned by Chronimed, Chronimed's interest therein is being conveyed subject to any necessary consents or approvals being obtained from set forth on Section 4.12 of the third party who owns the same) and all licenses and other agreements to which Chronimed is a party (as licensor or licensee) which relate exclusively to the Business (again subject to any necessary consents or approvals from third parties who own the same) (collectively, the "Intangible Property")Company Disclosure Letter shall not be an Assigned Contract; (ixf) Chronimed's rightoriginals or, title and interest to its governmental licenses, permits and authorizations which relate exclusively to the Businessextent originals are not available by reason other than that such originals are Excluded Business Records, copies of all Business Records that are located at the Assigned Leased Real Property and copies of all other Business Records (but not, for the avoidance of doubt, such Business Records themselves); provided that the Asset Seller shall be entitled to retain copies of all Business Records except to the extent constituting Intellectual Property Rights; (g) subject to the terms of Section 3.5, to the extent transferable under applicable law Law, all Permits (collectively, the "Licenses"); (x) The computer hardware, software including applications for issuance or renewal thereof and software licenses designated by Chronimed, with a schedule listing the same to be delivered as of the Effective Date; - (xi) The shares of stock application materials in Cell Robotics International, Inc. ("Cell Robotics"process), if any, held by the Asset Seller that are primarily used in the Business or that relate to the Assigned Leased Real Property; (h) the Patents set forth on Schedule 2.1(h); (i) all unregistered Copyrights owned by Chronimed the Asset Seller and used primarily in the Business; (j) the Trademarks set forth on Schedule 2.1(j) and the Effective Date, it being understood goodwill of the Business associated with such Trademarks; (k) all Trade Secrets that Chronimed will continue to sell the Cell Robotics shares are owned by it the Asset Seller and used primarily in the Business; (l) the Computer Software owned by the Asset Seller and used primarily in the Business; (m) the Domain Names set forth on a regular basis until Schedule 2.1(m) hereto (all such Domain Names, together with the Effective Dateother Intellectual Property Rights that are the subject of Section 2.1(h), Section 2.1(i), Section 2.1(j) and Section 2.1(k), collectively, the “Transferred IP Assets”); (n) subject to the terms of Section 3.5, without duplication, all rights and benefits of the credits, prepaid expenses and deposits that exclusively relate to any of the Assumed Contract Obligations, to the extent reflected on any Final Closing Statement (“Deposits”), excluding, for the avoidance of doubt, any such items that are related to Taxes; (o) subject to the terms of Section 3.5, to the extent transferable, all rights under express or implied warranties from suppliers with respect to the Transferred Assets; (p) all rights to causes of action, choses in action, rights of recovery, insurance benefits, rights of set-off of any kind, lawsuits, claims, bankruptcy claims or proofs of claims and demands of any nature in each case primarily related to the Transferred Assets or Assumed Liabilities, excluding, for the avoidance of doubt, any such items that are related to Taxes; (q) all trade accounts and notes receivable and other miscellaneous receivables of the Asset Seller or the Company, whether due from customers, vendors or suppliers, that arise exclusively from the Business prior to the Closing to the extent included in Final Working Capital, but excluding any right to the payment or repayment of VAT and excluding any Carve-Out Accounts receivable; (r) all rights in connection with, and any assets of, the Assigned Retention Agreements, the Collective Bargaining Agreements, and the Assumed Plans (collectively, the “Assumed Employee Arrangements”); (s) the properties and assets listed on Schedule 2.1(s); (t) goodwill of the Business; and (xiiu) Except as specifically provided in Subsection 4.1(b) hereofall rights of the Sellers under non-disclosure or confidentiality, all other assetsnon-compete, properties, claims, rights or non-solicitation agreements with current and interests former employees and agents of Chronimed which exist on the Effective Date, of every kind and nature and description which are used exclusively for the Business and not for other businesses of Chronimed any Sellers or for Chronimed's general and administrative functions or headquarters activities. (b) Notwithstanding the provisions of paragraph (a) above, the assets to be transferred third party solely to the MGI under this Agreement shall not include extent related to the Transferred Assets (i) Chronimed's cash and cash equivalents, deposits, bank accounts and other similar assets, (ii) except for assets specifically listed on a schedule of additional assets designated by Chronimed and delivered as of the Effective Date, or any assets of Chronimed utilized in other businesses of Chronimed, including Chronimed's Disease Management and Specialty Pharmacy businesses (collectively, the "Other Businesses") or in Chronimed's general and administrative activities or headquarters activities (collectively, the "G&A Activities") , and (iii) those assets listed on a schedule of excluded assets designated by Chronimed and delivered as of the Effective Date attached hereto (the "Excluded Assets"portion thereof). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Contract Rights, Records, Warranty Rights, Fixed Assets, Intangible Property, Licenses, Stock of Cell Robotics, if any, and other properties, assets and business of Chronimed described in paragraph (a) above, other than the Excluded Assets, shall be referred to collectively as the "Assets."