Common use of Transferred Assets Clause in Contracts

Transferred Assets. Except as to any Excluded Assets, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear of Liens, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.

Transferred Assets. Except Subject to the terms and conditions of this Agreement, as of the Closing Date, Hersha Owner agrees to any Excluded Assets, Sellers hereby agree transfer to contribute, convey, grant, assign and transferOwner JV, free and clear of Liensliens and encumbrances other than the Permitted Exceptions, Claimsand Owner JV agrees to receive from Hersha Owner, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) all of the Bankruptcy Codefollowing items (collectively, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “AssetsProperty”): (1a) All all of Sellers’ interestHersha Owner’s right, right title and title interest in and to the patents land described on Exhibit A hereto with all rights, privileges and related intellectual property rights listed on Schedule 1.1(0(1) easements appurtenant thereto (collectively, the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Real Property”); (4b) All all of Sellers’ equity Hersha Owner’s right, title, and interest in VirRx; Inc.and to all buildings, a Delaware corporation, which is understood to be a 49% interestimprovements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of SellerHersha Owner’s rights under any shareholder agreementsright, investment contracts title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or other agreements effecting leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or related stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the equity interest in VirRx; Inc.Hotel on hand as of the Closing Date, but subject specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any restrictions on applicable law prohibits the transfer set forth in of alcoholic beverages to Owner JV, and (z) any such agreementsand all cash-on-hand, providedFF&E reserves, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transferxxxxx cash funds; and (5ii) All other assetsto the extent assignable at no cost or expense to Hersha Owner, materials, properties, rights all intangible personal property owned or possessed by Hersha Owner and privileges owned, controlled, used or held for use by Sellers exclusively in connection with the Transferred Intellectual Property Rights, ownership or operation of the Assumed Contracts Hotel (and the Transferred Personal Property, not in connection with any other hotel or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”property), other than the Excluded Assetsincluding, including but not limited to trademarkswithout limitation, regulatory filings (1) utility and correspondence, clinical, preclinical development rights and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.7

Transferred Assets. Except as with respect to any Excluded AssetsFee Realty, Sellers hereby agree the Transferred Assets are, and at the time of Closing will be, owned by Seller and conveyed, transferred and assigned to contribute, convey, grant, assign and transfer, Buyer free and clear of Liensall Encumbrances. The Transferred Assets (i) are in a normal state of repair (except for ordinary wear and tear), Claims(ii) are sufficient, interests both in number and Encumbrancescondition, each as defined to comply with applicable requirements of State Regulatory Authorities and the manufacturer's specifications, except for non-compliances that in the Order Approving Debtors’ Motion aggregate are not reasonably likely to Sell Property Under Section 363(b) of have a material adverse effect on the Bankruptcy Code, dated October 8, 2009, as Business following the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the ClosingClosing Date, and Buyer hereby agrees to accept from Sellers at the Closing(iii) will include all assets of every type, the following assetsnature and description that relate to, propertiesarise from, rights and privileges owned, are used or held for use by Sellers Seller primarily in the operation of the Business as described below presently operated by Seller (the “Assets”): (1) All of Sellers’ interest, right and title to the patents including vehicles and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold includingvehicle stock, specificallyportable office equipment, without limitationtest equipment, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assetsgenerators, materials, propertiessupplies, rights tools, maintenance radio equipment and privileges owned, controlled, antennas normally located within the Exchanges or primarily used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”Business), other than except for the Excluded Assets. Assuming the receipt of all required third-party consents, including but not limited the instruments and documents to trademarksbe executed and/or delivered by Seller to Buyer pursuant to Section 2.2 hereof at or following the Closing Date shall be adequate and sufficient to vest in Buyer all of Seller's right, regulatory filings title and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under interest in or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunderTransferred Assets. To Seller's Knowledge, Seller enjoys peaceful, undisturbed possession under all leases included in the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Material Contracts which are dealt and rights-of-way and easements with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense respect thereto and with respect to the Fee Realty. Notwithstanding the foregoing to the contrary, with respect to all Fee Realty included in the Transferred Assets, Seller makes no representations or warranties as to the ownership or Encumbrances thereon, it being the express agreement of the parties that such Assets matters shall be the subject of the arrangements set forth in Sections 3.1.11 and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price5.3.9.

Transferred Assets. Except as On the terms and subject to any Excluded Assetsthe conditions set forth in this Agreement and in reliance upon the representations and warranties contained herein, Sellers hereby agree at the times set forth in Section 1.1(c) below, Seller shall sell, transfer, assign, set over, convey and deliver to contributePurchaser, conveyand Purchaser shall purchase, grantacquire, assign accept, assume and transferreceive from Seller, free and clear of any Liens, Claimsall right, interests title and Encumbrancesinterest of Seller in, each as defined in to and under the Order Approving Debtors’ Motion following assets (collectively referred to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, herein as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Transferred Assets”): (1i) All of Sellers’ interestThe Patent Rights, right Trademark Rights and title to the patents and related intellectual property rights listed Copyright Rights set forth on Schedule 1.1(0(11.1(a)(i) hereto (the “Transferred Intellectual Property RightsTechnology”); (2ii) The contracts listed Finished Inventory of Products set forth on Schedule 1.1(a)(21.1(a)(ii) hereto. (iii) All inventory (excluding Finished Inventory) and work in process maintained by or on behalf of Seller in connection with the Business, including any and all goods, raw materials and work in process used or consumed in the Business, together with all rights of Seller relating to such inventory against suppliers thereof (the “Work in Process”); (iv) All rights of Seller related to the development of the Products, including (without limitation) those rights set forth on Schedule 1.1(a)(iv) hereto (the “Product Development”); (v) All data and records relating to the operation of the Business, including (without limitation) client and customer lists, supplier lists, inventory cost records, machinery and equipment records, mailing lists, sale and purchasing materials, quality control records, customer records, record quotations, purchase orders, research and development reports, product sales records, advertising materials, marketing materials, promotional materials, samples and display materials, studies, reports and other similar documents; provided that all such data and records provided pursuant to this Section 1.1(a)(v) may, in Seller’s sole discretion, have redacted therefrom all data entirely unrelated to the Business; (vi) The tangible personal property of Seller identified on Schedule 1.1(a)(vi); (vii) The permits, licenses, franchises, consents, authorizations, registrations, ratifications, waivers and other approvals and operating rights identified on Schedule 1.1(a)(vii); (viii) All claims of Seller against third parties relating to the Transferred Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; (ix) All rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof relating to the Business and/or the Transferred Assets; (x) All rights in, to, and under the Contracts used in, related to, associated with or necessary for the operation of the Business as presently conducted or as contemplated to be conducted, that are identified on Schedule 1.1(a)(x) (the “Assumed Contracts”), provided that the Transferred Assets do not include the right to receive or collect payment under any Assumed Contract for work performed or goods sold by Seller prior to the Closing Date, and provided, further, that Seller shall reimburse and pay to Purchaser the maintenance, service, warranty and similar obligations with respect to the Assumed Contracts with customers listed on Schedule 1.1(a)(x) under the heading Customer Service Contracts, as specified in the Services Agreement; (3xi) All vials of Advexin owned by Sellers as of Business Intellectual Property not otherwise set forth on Schedules 1.1(a)(i), 1.1(a)(iv) and 1.1(a)(v), including without limitation the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed domain names set forth on Schedule 1.1(a)(3) (the “Transferred Personal Property”1.1(a)(xi); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5xii) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection of Seller’s goodwill associated with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.

Transferred Assets. Except as (a) As of the Effective Time, and subject to any Excluded Assetsthe terms and conditions set forth herein, Sellers hereby agree to contributeSeller shall (or shall cause its applicable direct or indirect subsidiaries to) sell, assign, transfer, convey, grant, assign and transfer, free and clear of Liens, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion deliver to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the ClosingPurchaser, and Buyer hereby agrees Purchaser shall purchase from Seller (or its applicable direct or indirect subsidiaries), possession of and any and all right, title and interest of Seller (or its applicable direct or indirect subsidiaries) in and to accept from Sellers at the Closingfollowing assets (collectively, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”"TRANSFERRED ASSETS"): (1) All all of Sellers’ interestSeller's transferable fee simple right, right title and title interest in and to the patents real estate and the related intellectual improvements and fixtures located at (A) Seller's owned banking offices described on Schedule 2.1(a)(1)(A) (each such owned branch, an "OWNED BRANCH"), and (B) Seller's other facilities described on Schedule 2.1(a)(1)(B) (each such facility, an "OWNED OTHER FACILITY" and, together with the Owned Branches, collectively, the "REAL PROPERTY"), in each case together with all assignable real property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”)and appurtenances pertaining thereto; (2) The contracts listed subject to Section 8.8, including the receipt of the applicable consents referred to therein, all leases, subleases or licenses of real property relating to (A) Seller's leased banking offices at the locations identified on Schedule 1.1(a)(22.1(a)(2)(A) (collectively, the “Assumed Contracts”"LEASED BRANCHES" and, together with the Owned Branches, the "BRANCHES"; and such leases or licenses relating to the Leased Branches, collectively, the "BRANCH LEASES"), (B) Seller's remote site, free-standing automated teller machines ("ATMs") identified on Schedule 2.1(a)(2)(B) (such leases or licenses relating to the ATMs, the "ATM LEASES"), and (C) space in any Branches under which Seller (or one of its Affiliates) is the lessor or sublessor, as identified on Schedule 2.1(a)(2)(C) (collectively, the "TENANT LEASES" and, together with the Branch Leases and the ATM Leases, the "REAL PROPERTY LEASES"; and the premises leased under the Real Property Leases, collectively, the "LEASED PREMISES"); (3) All vials all Personal Property and all Personal Property Leases, a complete and accurate list of Advexin owned by Sellers which as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property is listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”2.1(a)(3); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interestall Safe Deposit Contracts; (5) those loans set forth on Schedule 2.1(a)(5), and all each obligation of Seller’s rights under any shareholder agreementsSeller to make additional extensions of credit in connection with each such loan, investment contracts as each such loan may be increased, decreased, amended, renewed or other agreements effecting or related extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(5) (which, except for loans classified as single family loans for which information will be provided as of May 31, 2002, shall be as of a date not earlier than the second Business Day prior to the equity interest date hereof) and the Closing Date, and each loan made by Seller between the date of Schedule 2.1(a)(5) and the Closing Date that Seller shall categorize in VirRxthe ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(5) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; Inc., but subject in each case including the collateral therefor and (except to any restrictions on transfer the extent set forth in any such agreementsSection 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the "PURCHASED LOANS"); (6) all Overdrafts; (7) all Assumed Contracts; (8) all of the routing and transit numbers with respect to the Branches set forth on Schedule 2.1(a)(8); provided, however, that Sellers will unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(8), subsequent to the date of this Agreement Seller may acquire a new routing and transit number for its own use commercially reasonable efforts following the Effective Time, which new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to resolve Purchaser hereunder; (9) all of Seller's rights under the contracts and relationships giving rise to the Deposits, but excluding all contracts and relationships relating to any transfer restrictions Deposit that is a Brokered Deposit set forth on Schedule 1.1(b) or a Brokered Deposit within the meaning of clause (a) of the definition thereof that is booked after the date hereof; (10) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Deposits following the assumption thereof by Purchaser; (11) all books, records and effect documents relating primarily to the transferTransferred Assets and the Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates (including all books, records and documents contemplated by Section 2.7, but excluding, to the extent permitted by law, one original set of the personnel files relating to the Branch Employees, provided that Seller, to the extent permitted by law, shall deliver to Purchaser no later than the Closing Date true and complete copies thereof); (12) all claims, counter-claims and causes of action with respect to the Transferred Assets and Transferred Liabilities; (13) all Coins and Currency; and (514) a 100% participation interest in the Letters of Credit as contemplated by Section 8.20(b). (b) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers assets of Seller shall not be included in connection with the Transferred Intellectual Property RightsAssets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Assumed Contracts Purchased Loans; (2) all real property and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”)leasehold interests in real property, other than the Excluded AssetsReal Property and the Leased Premises; (3) Seller's rights in and to the names "Bay View," "Bay View Bank," "Bay View Commercial Finance Group," "Bay View Acceptance Corporation" and "EurekaBank" and any of its predecessor banks' names and any of Seller's or Seller's predecessors' corporate logos, including but not limited to trademarks, regulatory filings and correspondencetrade names, clinicalsigns, preclinical paper stock forms, and other datasupplies containing any such logos, documentationtrademarks, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.trade names;

Transferred Assets. Except as On the terms and subject to any Excluded Assetsthe conditions set forth in this Agreement, and subject to the exclusions set forth in Section 2.02(b), at the Closing, GE will cause the Sellers hereby agree to contributesell, convey, grantassign, assign transfer and transferdeliver, or shall cause to be sold, conveyed, assigned, transferred or delivered by Sellers’ Affiliates, to the Buyer (or such Buying Affiliates as the Buyer may designate), free and clear of all Liens, Claimsexcept for Permitted Liens, interests and Encumbrancesthe Buyer (or such Buying Affiliates) shall purchase, each as defined in acquire and accept from the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) Sellers and their Affiliates, all of the Bankruptcy CodeSellers’ and their Affiliates’ right, dated October 8title and interest in, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, under all of the following assets, propertiesproperties and rights (collectively, rights and privileges owned, used or held for use by Sellers as described below (the “Transferred Assets”): (1i) All all of the Sellers’ interestand their Affiliates’ fee right, right title and title interest in and to the patents and related intellectual owned real property rights listed on in Section 2.02(a)(i) of the Disclosure Schedule 1.1(0(1) (the “Transferred Intellectual Property RightsOwned Real Property”), together with all improvements, fixtures and appurtenances thereto and rights in respect thereof, and, subject to Section 2.03, all rights and benefits of the Sellers and their Affiliates under the leases governing the leased real property listed in Section 2.02(a)(ii) of the Disclosure Schedule (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”); (2ii) The contracts all inventories that are Related to the Business, wherever located, including all raw materials, work-in-process, finished goods or products (including any such goods or products being held by customers of the Business pursuant to consignment arrangements), and other materials and supplies used by the Sellers in the production of finished goods Related to the Business (collectively, the “Inventory”); (iii) subject to Section 2.03, all rights under Contracts to which a Seller or an Affiliate thereof is a party and that are Related to the Business, including, but not limited to, the Contracts listed in Section 3.13(a) of the Disclosure Schedule (but excluding the Contracts listed on Schedule 1.1(a)(2Section 2.02(b)(xviii) of the Disclosure Schedule) (collectively, together with the Assumed IP Licenses, the “Assumed Contracts”); (3iv) All vials of Advexin owned by Sellers as subject to Section 2.03, all rights under Intellectual Property licenses (including with respect to Software) from third parties Related to the Business, including, but not limited to, the licenses listed in Section 2.02(a)(iv) of the date of this Agreement Disclosure Schedule (collectively, the “Assumed IP Licenses”), and all rights with respect to Business Licensed Intellectual Property; (v) all accounts, notes and other receivables, billed and unbilled, recorded or unrecorded, accrued and existing, whether or not previously sold written off, that are Related to the Business, including, specifically, without limitation, those vials the GE Included Receivables and other items of personal property listed on Schedule 1.1(a)(3) receivables taken into account in the Final Working Capital Statement (collectively, the “Transferred Personal PropertyAccounts Receivable”); (4vi) All of Sellers’ equity interest in VirRx; Inc.all rights relating to prepaid expenses (to the extent reflected on the Final Working Capital Statement), a Delaware corporationdeposits, claims for refunds (excluding Tax refunds, which is understood shall be governed by the Tax Matters Agreement) and rights to be a 49% interestoffset in respect thereof, in any such case, to the extent Related to the Business, including with respect to ad valorem Taxes and lease and rental payments; (vii) subject to Section 2.03, all causes of action against third parties Related to the Business with respect to the Transferred Assets or any Assumed Liability, including rights under manufacturers’ and vendors’ warranties and those matters set forth in Section 3.11(b) of the Disclosure Schedule; (viii) all rights and claims under any transferrable warranties extended by suppliers, vendors, contractors, manufacturers and licensors Related to the Business, and all claims, defenses, causes of Seller’s action or rights under any shareholder agreements, investment contracts or other agreements effecting or of counterclaims to the extent related to the equity interest in VirRx; Inc.Transferred Assets or the Assumed Liabilities; (ix) all Business Owned Intellectual Property, but including, without limitation, the Business Owned Intellectual Property set forth on Section 3.11(d) of the Disclosure Schedule, and Business Owned Technology; (x) subject to Section 2.03, all transferable Governmental Authorizations that are Related to the Business, including those listed on Section 3.09 of the Disclosure Schedule; (xi) subject to Section 5.10, all books, records, files and papers, whether in hard copy or computer format, including sales and promotional literature, manuals and data, sales and purchase correspondence, lists of suppliers, customers, personnel and employment records, in each case to the extent they are Related to the Business and copies of any restrictions information relating to Taxes imposed on transfer the Business, except for all books, records, files and papers relating to Technology to the extent not constituting Business Technology; (xii) all Business Owned Software, including the Business Owned Software listed on Section 2.02(a)(xii) of the Disclosure Schedule, subject to Section 2.03; (xiii) all assets, rights and properties expressly to be transferred pursuant to Exhibit C hereof; (xiv) all other tangible personal property or interests therein, including all machinery, equipment, furniture, fixtures (that are not Real Property as set forth in any such agreementsabove), providedfurnishings, howeveroffice equipment, computer hardware, instruments, leasehold improvements, communications equipment, vehicles, spare and replacement parts, fuel and other tangible personal property, wherever located, that Sellers will use commercially reasonable efforts is Related to resolve any transfer restrictions and effect the transferBusiness (collectively, the “Tangible Personal Property”); and (5xv) All all other assetsproperties and assets of every kind, materialscharacter and description, propertiestangible or intangible, that are owned by Sellers or their Affiliates and Related to the Business, whether or not similar to the items specifically set forth above, including all going concern value, goodwill and other intangible rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating intangible property that is Related to the programs listed on Schedule 1.1(a)(5) attached hereto Business (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative such assets to the Assets or Programs, and rights or claims arising thereunder. To extent taken into account in the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately hereinFinal Working Capital Statement), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.

Transferred Assets. Except as (i) The Seller Entities have, and at the Closing will have, good and marketable title to, or a valid and binding license in, the Tangible Personal Property, the Contracts, the Intellectual Property listed on Schedule 3(m), the Accounts Receivable, the credits, prepaid expenses and security deposits transferred pursuant to any Excluded AssetsSection 2(a)(ix) and the Inventory, Sellers hereby agree to contribute, convey, grant, assign and transfer, in each case free and clear of Liensany Encumbrance except for Permitted Encumbrances and except as set forth in Schedule 3(d)(i). Except with respect to the representations in Sections 3(l) (including Schedule 3(l)(C)(iii)), Claims3(n)(iv), interests and Encumbrances3(q)(i), each as defined the foregoing representations with respect to the absence of Encumbrances on Transferred Assets shall be the only representations relating to Encumbrances for which the Buyer Entities may seek indemnity pursuant to Article 8 hereof. (ii) This Agreement and the instruments and documents to be delivered by the Seller Entities to the Buyer at or following the Closing shall be adequate and sufficient to transfer to the Buyer the Seller Entities’ entire right, title and interest in and to the Order Approving Debtors’ Motion Transferred Assets, subject to Sell Property Under Section 363(b) 2(e). The transfer to the Buyer of the Bankruptcy CodeTransferred Assets pursuant to this Agreement, dated October 8together with the Buyer’s rights under this Agreement and the Ancillary Agreements, 2009, as comprise the assets and rights required to operate the Business in substantially the same may be amended pursuant manner as such operations have heretofore been conducted in all material respects, assuming that the Buyer has the ability to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title provide to the patents Business all corporate level services of the type currently provided to the Business by Seller and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) its Affiliates. The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers Buyer acknowledges that as of the date Closing Date, neither the Seller nor any of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood its Affiliates shall have any obligation to be a 49% interest, and all of Seller’s rights under provide any shareholder agreements, investment contracts support or other agreements effecting or related services to the equity interest in VirRx; Inc., but subject Buyer relating to any restrictions on transfer the Business other than as set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceServices Agreement.

Transferred Assets. Except as to any Excluded Assets(a) As of the Effective Time and upon the terms and conditions set forth herein, Sellers hereby agree to contributeSeller will sell, conveyassign, grant, assign and transfer, free convey and clear deliver to Purchaser, and Purchaser will purchase from Seller, all of Liensthe rights, Claims, interests title and Encumbrances, each as defined interest of Seller in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of following assets associated with the Bankruptcy Code, dated October 8, 2009, as Transferred Banking Center and identified in this Agreement and the same may be amended Exhibits hereto and not otherwise excluded from sale pursuant to the provisions of Section 3.2 below 1.1(b) (collectively, the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Transferred Assets”): (1) All of Sellers’ interest, right and title to all leases under which land and/or the patents and related intellectual property rights listed on Schedule 1.1(0(1) building used as the Transferred Banking Center (the “Transferred Intellectual Property RightsLeased Property”) were leased by the Failed Bank and are leased by the Receiver and for which the Seller has an option to assume under the FDIC Agreement (the “Banking Center Lease”) listed on Exhibit 1.1(a)(1), unless Purchaser elects not to assume the Banking Center Lease (as defined below) pursuant to Section 1.10; (2) The contracts listed on Schedule 1.1(a)(2) except as provided in Section 1.1(b), all furniture, fixtures, leasehold improvements, equipment and other tangible personal property located at the Transferred Banking Center and used in conducting Seller’s business at the Transferred Banking Center (the “Assumed ContractsPersonal Property,” and together with the Leased Property and the Banking Center Lease, the “Property”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of all personal property listed on Schedule 1.1(a)(3) leases affecting the Transferred Banking Center, including all equipment leases for equipment located at the Transferred Banking Center, but excluding personal property leases for data processing equipment and software (subject to the exclusion, the “Transferred Personal PropertyEquipment Leases”) all as set forth on Exhibit 1.1(a)(3); (4) All those operating contracts under which goods or services are provided at the Transferred Banking Center, but excluding (i) all contracts that do not apply solely to the Transferred Banking Center but also apply to operations of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interestSeller that are not the Transferred Banking Center, and (ii) all data processing contracts, regardless of scope (subject, in each case, to such exclusions, the “Assignable Contracts”) all as set forth on Exhibit 1.1(a)(4); (5) the automated teller machine located at the Transferred Banking Center; (6) all coins and currency located at the Transferred Banking Center as of the Effective Time (the “Coins and Currency”); and (7) all outstanding balances and accrued interest of the overdraft lines of credit associated with the Deposit Liabilities and set forth on Exhibit 1.1(a)(5) (the “Overdraft Lines of Credit”), provided that such Overdraft Lines of Credit are not (A) in excess of $5,000 individually or $100,000 in the aggregate or (B) outstanding for thirty (30) days or more. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are Seller’s rights in and to any refund for any Taxes and, except as specifically provided in Article III, any of Seller’s rights under or its affiliates’ corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any shareholder agreementssuch logos, investment contracts software, trademarks or trade names, trade names and logos of third parties with whom Seller has contracted to provide services to its customers and any other agreements effecting assets of Seller or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer Failed Bank not set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and Section 1.1(a) (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rightscollectively, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“ProgramsExcluded Assets”). Purchaser understands and agrees that it is purchasing only the assets specified in this Agreement and, other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer except as may be reasonably necessary expressly provided for in this Agreement, Purchaser has no interest in or right to any other business conducted by Seller at the Transferred Banking Center. (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survivec) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceTHE CONVEYANCE OF ALL THE TRANSFERRED ASSETS, INCLUDING PERSONAL PROPERTY INTERESTS, PURCHASED BY PURCHASER UNDER THIS AGREEMENT SHALL BE MADE, AS NECESSARY, BY SELLER’S XXXX OF SALE, “AS IS,” “WHERE IS,” WITHOUT RECOURSE AND, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT WITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT TO SUCH ASSETS EXPRESS OR IMPLIED, WITH RESPECT TO TITLE, ENFORCEABILITY, COLLECTABILITY, DOCUMENTATION OR FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY OTHER MATTERS.

Transferred Assets. Except Notwithstanding anything in this Agreement to the contrary, the Buyer expressly agrees and acknowledges that, immediately following the merger of Cable Corp. with and into the Buyer, the following rights and assets will be terminated or will be assumed and assigned to Century or its designee (in the case of items (a), (b), (c), (e), (f) and (i)), to ML Media (in the case of item (g)) and to the Sellers Escrow Account (in all other cases) (or as Century and ML Media may otherwise agree in writing or as otherwise provided in the Plan) and that neither the Buyer nor the Companies otherwise will have any right, title or interest with respect to such rights and assets from and after the Closing: (a) all Programming Agreements other than the Retained Programming Agreements (collectively, the “Transferred Programming Agreements”), all of which Transferred Programming Agreements will be terminated with respect to the Systems on the Closing Date; (b) except as provided in Section 2.2(d), insurance policies, surety instruments and bonds held by the Companies or in respect of any of the Companies’ assets, and all rights and claims of the Companies thereunder, but only to the extent indicated on Schedule 4.14; (c) except as provided in Section 7.15(c)(iv), licenses for billing and customer service software used by the Companies and any rights to receive billing services or management services; (d) all claims, rights and interests of the Companies in and to any Excluded Assetsrefunds or credits in respect of federal, Sellers hereby agree state, Commonwealth or local Taxes to contribute, convey, grant, assign and transfer, free and clear of Liens, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) extent such refunds are for the account of the Bankruptcy Code, dated October 8, 2009, as the same may be amended Sellers pursuant to Section 3.2 below 7.5(a)(iii) and any refunds of fees for periods prior to and including the Closing Date, including, without limitation, excise taxes and copyright fees and any refunds of pre-paid insurance premiums or other pre-paid expenses relating to the insurance policies transferred pursuant to Section 2.2(b); (e) the trademarks, trade names, service marks, service names, fictitious names and logos set forth on Schedule 2.2(e) (collectively, the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property RightsRetained Marks”); (2f) The contracts listed on Schedule 1.1(a)(2all claims, rights and interests of the Cable Venture or Cable Corp. against ML Media and its Affiliates; (g) all claims, rights and interests of the Cable Venture or Cable Corp. against Century and its Affiliates or against any member of the Rigas family or any of their Affiliates (subject to a 50% interest in the “Assumed Contracts”net recovery received from any member of the Rigas family or their Affiliates in favor of Century); (3h) All vials of Advexin owned any preference, fraudulent transfer and/or avoidance claims asserted by Sellers the Cable Venture against any Affiliate (other than ML Media or Century) prior to the Closing and pending as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transferClosing Date; and (5i) All the other assets, materials, properties, rights and privileges ownedassets set forth on Schedule 2.2(i) (all of the foregoing in clauses (a) through (i), controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rightscollectively, the Assumed Contracts and the “Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“ProgramsAssets”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.

Transferred Assets. Except as Subject to any Excluded Assetsthe terms and conditions of this Agreement, Sellers hereby agree to contributethe Seller shall sell, convey, granttransfer, assign and transferconvey to the Buyer, free and clear of Liensthe Buyer shall purchase and acquire from the Seller, Claims, interests and Encumbrances, each as defined in on the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of Closing Date the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below following (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “"Transferred Assets”"): (1a) All of Sellers’ interestThe Seller's rights in, right to and title to under, the patents and related intellectual property rights listed on real estate leases described in Schedule 1.1(0(12.1(a) (the “Transferred Intellectual Property Rights”"Leases"); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as , together with all of the date of this Agreement Seller's right, title and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, if any, in the building, office, warehouse or plant space, fixtures and improvements thereon and any security deposits relating to the Leases (collectively, the "Leased Real Property") and any and all assignable warranties of Seller’s rights under any shareholder agreementsthird parties covering such buildings, investment contracts or other agreements effecting or related to the equity interest in VirRxfixtures and improvements; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts the Seller shall retain any and all rights under the Leases in connection with any event occurring prior to resolve the Closing Date. (b) The Seller's rights in, to and under all machinery, spare parts, equipment, furniture and fixtures of the Seller located in, on or about the Leased Real Property, and used principally in connection therewith and in connection with the Business as set forth in Schedule 2.1(b) (the "Equipment"), and any transfer restrictions and effect all assignable warranties of third parties covering the transferEquipment; (c) All assignable rights of the Seller in, to and under (i) the leases, licenses (including patent, know-how and trademark licenses), contracts and commitments set forth in Schedule 2.1(c), including, without limitation, commitments for additions to property, plant or equipment deliverable after the Closing Date (the "Contracts"), (ii) all unfilled purchase and sales orders of the Business existing as of the Closing Date and (iii) all security deposits related to the Contracts; (d) All of the Seller's inventory of work in process, samples, finished goods, raw materials and supplies (to the extent of the Seller's rights therein) located on the Leased Real Property or located elsewhere and related solely to the Business (the "Inventory"); (e) All the Intellectual Property Rights, as set forth in Schedule 2.1(e); (f) All books, records, accounting records, drawings, customer lists, files and documents (including computer tapes or disks) of the Seller relating to the Business or the Transferred Assets that are located upon the Leased Real Property or elsewhere and are in all cases related primarily to the operations of the Business, or are necessary for the daily operations of the Business (the "Records"), but not the corporate minute books, corporate seals, consolidated financial statements or tax records of the Seller; (g) All permits, licenses, certificates and governmental or regulatory authorizations which the Seller has obtained for the conduct of the Business which are assignable to the Buyer, as set forth in Schedule 2.1(g) (the "Permits"). Schedule 2.1(g) also sets forth all Permits that are not assignable to the Buyer; (h) All accounts and notes receivable of the Seller as of the Closing Date for products sold, arising out of the conduct of the Business, as set forth in Schedule 2.1(h); (i) All of the Seller's assignable data processing programs used in the conduct of the Business, including accounting, invoicing, auditing and data processing programs, as set forth in Schedule 2.1(i) (the "Computer Programs"), with the understanding that certain of the Computer Programs are non-exclusive and may in certain instances continue also to be used by the Seller. Schedule 2.1(i) also sets forth the Computer Programs that are not assignable to the Buyer. (j) All other assets of the Seller, including miscellaneous office supplies used in the conduct of the Business and located on the Leased Real Property or elsewhere and in all cases related primarily to the operations of the Business, or are necessary for the daily operations of the Business; (k) The Seller's goodwill, if any, associated with the Business; (l) All of the Seller's intangible rights with respect to claims for warranties or defects of workmanship, manufacturing or design against third parties relating to any Transferred Assets; and (5m) All other assets, materials, properties, rights and privileges owned, controlled, used or held for which the Seller possesses to use by Sellers the corporate name "Control Resources Corporation" in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceBusiness.

Transferred Assets. Except as Upon the terms and subject to any Excluded the conditions of this Agreement (including with respect to the timing of the transfer and/or delivery of certain Transferred Assets, Sellers hereby agree to contributeand including Sections 4.01 and 6.12), at and effective as of 12:01 a.m. Pacific time on the License Termination Date (the “Transfer Time”), Merck Serono shall (or shall cause its applicable Affiliates to) sell, transfer, convey, grant, assign and transferdeliver to BioMarin, and BioMarin shall purchase and accept from Merck Serono (or such Affiliates), all of Merck Serono’s (and such Affiliates’) right, title and interest in and to all assets, properties and rights of every nature, kind and description, wherever located and whether now existing or hereafter acquired prior to the Transfer Time, [*] related to, [*] used or [*] held for use in the Product Business or otherwise specifically listed or described below (collectively, the “Transferred Assets”), free and clear of Liensany Encumbrances: (a) all rights and interests of Merck Serono and its Affiliates to or in all Regulatory Approvals, Claimsthe Transferred Clinical Trial Authorizations and the Transferred Orphan Designations, interests and Encumbrances, each as defined all rights in the Order Approving Debtors’ Motion Existing Clinical Trials and all other applications, submissions, requirements, and/or commitments relating to Sell Property Under Section 363(bthe Products,; (b) the Inventory, owned as of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant Transfer Time by Merck Serono or any of its Affiliates that have not been sold to Section 3.2 below a wholesaler or distributor (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property RightsInventory”); (2c) The contracts listed the Product Records, the Regulatory Documentation and the Product Promotional Materials; (d) all rights and interests of Merck Serono and its Affiliates under the Contracts set forth on Schedule 1.1(a)(23.01(d) (and such other Contracts of Merck Serono or its Affiliates related to the Product Business identified in writing by BioMarin to Merck Serono within [*] days after the Agreement Date, which Contracts, subject to Merck Serono’s approval (not to be unreasonably withheld, conditioned or delayed), shall be added to Schedule 3.01(d)) (all such Contracts, the “Assumed Assigned Contracts”); (3e) All vials of Advexin owned by Sellers as of the date of this Agreement Transferred Intellectual Property, including the rights to enforce the same for past, present and not previously sold including, specifically, without limitation, those vials future infringements or other violations thereof and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”)any goodwill related to such assets; (4f) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interestthe website(s) associated with the Transferred Domain Names, and all of Seller’s rights under any shareholder agreementsTCP/IP addresses, investment contracts the source code controlled by Merck Serono or other agreements effecting or its Affiliates related to the equity interest operation thereof and all text, graphics, images, data, audio files, video files and other content contained thereon in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transferpossession or controlled (whether by ownership or other rights) by Merck Serono or its Affiliates; and (5g) All other assetsall rights, materialsclaims, propertiescauses of actions, rights of recovery, and privileges ownedcredits, controlledincluding all guarantees, used warranties, indemnities and similar rights, in favor of Merck Serono or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating any of its Affiliates to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or extent relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Transferred Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer events or circumstances arising on or after the benefits of such Assets for no additional consideration beyond the Purchase PriceTransfer Time.

Transferred Assets. Except as On the terms and subject to any Excluded Assetsthe conditions set forth herein, at the Closing, Seller shall, and shall cause the Other Sellers hereby agree to contributeto, sell, convey, granttransfer, assign and transferdeliver to Purchaser or one or more Purchaser Assigns, and Purchaser or one or more Purchaser Assigns shall purchase and acquire from Seller and each Other Seller, all of Seller’s and the Other Sellers’ right, title and interest, as of the Closing, in and to the following assets, but excluding the Excluded Assets (collectively, the “Transferred Assets”) (it being understood that (x) in the case of the Transferred Assets (excluding any Transferred Names) that are transferred or assigned by Seller or any Debtor Subsidiary Seller, such assets will be free and clear of Liens, Claims, interests and all Interests (other than Permitted Encumbrances, each as defined Assumed Liabilities and Liens created by or through Purchaser or any of its Affiliates) pursuant to and to the maximum extent permitted by Sections 363 and 365 of the Bankruptcy Code and (y) in the Order Approving Debtors’ Motion to Sell Property Under case of the Transferred Assets (excluding any Transferred Names) that are transferred or assigned by the Non-Debtor Subsidiary Sellers, such assets will be free and clear of all Liens (other than Permitted Encumbrances, Assumed Liabilities and Liens created by or through Purchaser or any of its Affiliates)): (i) the assets listed on Section 363(b2.1(a)(i) of the Bankruptcy CodeSeller Disclosure Schedule; (ii) the Transferred Shares; (iii) the Transferred Real Property; (iv) all of Seller’s and each of the Other Sellers’ rights in the Real Property Leases; (v) the Owned Inventory; (vi) the Owned Equipment; (vii) subject to Section 2.1(f) and Section 5.12, dated October 8the Assigned Contracts and the Shared Contracts; (viii) the Current Assets; (ix) the Specified Avoidance Claims (to the extent not released by Seller and the Debtor Subsidiary Sellers); (x) subject to Section 5.19, 2009the Current Business Information; (xi) subject to Section 5.19, as the same may be amended Historic Business Information; (xii) subject to Section 5.19, the Transferred Employee Email; (xiii) all rights and interests in all telephone numbers for cell phones provided by Seller to Transferred Employees; (xiv) the Transferred Employee Records; (xv) all assets and rights to the extent provided for in Article VII (Employment Matters); (xvi) the Transferred Intellectual Property, subject to (A) the Permitted Encumbrances, (B) any and all licenses listed on Section 3.8(b) of the Seller Disclosure Schedule and (C) Seller’s rights pursuant to this Agreement to maintain and utilize copies of any Business Information constituting Transferred Assets; (xvii) subject to Section 3.2 below 5.12, the Transferred Third Party Software; (xviii) the Transferred Names, but solely to the extent of Kodak’s rights, if any, in such Transferred Names, which are sold, conveyed, transferred and assigned on an “Sale Order”as-is” basis, together with all goodwill thereto, if any; (xix) all guaranties, warranties, indemnities and similar rights in favor of Seller or any Other Seller primarily related to any Transferred Asset or the Business; (xx) all causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Seller or any Other Seller to the extent primarily related to the Transferred Assets, the Assumed Liabilities or the ownership, use, function or value of any Transferred Asset or the operation of the Business, whether arising by way of counterclaim or otherwise; (xxi) to Buyer at the Closingextent assignable under applicable Law, all Consents of Government Entities primarily related to the Business; (xxii) all prepaid expenses relating to any Transferred Asset; (xxiii) all goodwill associated with the Business; (xxiv) any rights of Seller or any Other Seller to insurance proceeds under any Seller Insurance Policy for any Transferred Asset that is materially damaged or destroyed between the date hereof and Buyer hereby agrees to accept from the Closing Date; and (xxv) all other assets of Seller and the Other Sellers at the Closing, the following assets, properties, rights and privileges owned, that are primarily used or held for use by Sellers as described below (in the “Assets”): (1) All conduct of Sellers’ interestthe Business, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred whether tangible or intangible, real, personal or mixed, but excluding any such assets that constitute Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceSoftware.

Transferred Assets. Except as At the Closing, upon the terms and subject to any Excluded Assetsthe conditions set forth in this Agreement, the Sellers hereby agree to contributeshall sell, convey, grantassign, assign transfer and transferdeliver to the Purchaser, and the Purchaser shall purchase and acquire from the Sellers, free and clear of all Liens, Claimsexcept for Permitted Liens, interests all right, title and Encumbrancesinterest in and to all of the assets, rights and properties of each as defined Seller that are Related to the Business, whether real, personal or mixed, whether tangible and intangible, of any kind and nature, whether or not reflected on the books and records of the Sellers and wherever located other than, in all such cases, the Order Approving Debtors’ Motion to Sell Property Under Section 363(bExcluded Assets (collectively, the “Transferred Assets”), including the following: (a) the Contracts listed on Schedule 2.1(a) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) Disclosure Letter (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3b) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property leases listed on Schedule 1.1(a)(32.1(b) of the Disclosure Letter (the “Transferred Personal PropertyLeases”; provided, for purposes of Section 4.6 and Section 6.1 hereof, the Transferred Leases shall also include the 000 Xxxxxxxx Lease; provided, further, for purposes of Section 2.8 hereof, the Sublease shall be deemed a Transferred Asset); (4c) All the Current Assets; (d) the Transferred Accounts Receivable; (e) the Transferred Books and Records; (f) the Transferred Equity; (g) the Business Permits (to the extent transferable); (h) the Business Tangible Property; (i) any rights of Sellers’ equity interest the Sellers in VirRx; Inc.the Business Intellectual Property (subject to the rights granted to the Sellers under the Shared Intellectual Property License Agreements); (j) the Business Products; (k) the Business Inventory; (l) any rights of the Sellers and their Affiliates with respect to insurance policies and insurance or awards in condemnation, in each case to the extent relating to the Transferred Assets and the Assumed Liabilities, including all insurance and condemnation proceeds (i) received or receivable after the Closing in respect of Assumed Liabilities, (ii) received or receivable in respect of any property or asset lost, damaged or condemned and which, if not so lost, damaged or condemned, would have been a Delaware corporationTransferred Asset, which is understood or (iii) received or receivable in respect of business interruption to be a 49% interest, and all of Seller’s the extent relating to any period following Closing; (m) any rights under any shareholder agreementsrepresentations, investment contracts or other agreements effecting or related warranties, indemnities and guaranties made by suppliers, vendors, distributors, manufacturers and contractors to the equity interest extent such rights relate to the Transferred Assets or that are otherwise Related to the Business; (n) any rights of the Sellers or their Affiliates under any Actions, or any rights of the Sellers or their Affiliates in VirRx; Inc.any claims, but subject against any third party to the extent such Actions or rights relate to the Transferred Assets or the Assumed Liabilities or are otherwise Related to the Business, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent; (o) any restrictions on transfer websites, post office boxes, computers, telephones, fax machines and related telephone numbers, facsimile numbers, employee cell phone numbers and e-mail addresses that are Related to the Business, including each such website and numbers that are set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect on Schedule 2.1(o) of the transferDisclosure Letter; and (5p) All all of the goodwill and other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection intangible assets associated with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, Assets or relating Related to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceBusiness.

Transferred Assets. Except as Upon the terms and subject to any Excluded Assetsthe conditions of this Agreement, Sellers hereby agree to contributeat the Closing, Braeburn shall transfer, convey, grant, assign and transferdeliver to Titan, and Titan shall acquire and accept from Braeburn, all of Braeburn’s right, title and interest in and to the following assets (collectively, the “Transferred Assets”), free and clear of Liens, Claims, interests and any Encumbrances, each as defined other than Permitted Encumbrances: (i) all Regulatory Approvals and the Transferred Clinical Trial Authorizations and all other applications, submissions, notifications, communications, correspondence, registrations, and other filings made to, received from or otherwise conducted with a Regulatory Authority relating to Regulatory Approvals or to the research, development, manufacture or commercialization of Product, in the Order Approving Debtors’ Motion Territory, including INDs and NDAs, and any reports or amendments necessary to Sell Property Under Section 363(bmaintain the Regulatory Approvals, but excluding (A) the Excluded State Licenses and (B) any other governmental licenses, approvals or authorizations that are not permitted to be transferred to Titan by the relevant Governmental Authority or as a matter of the Bankruptcy Codelaw ((A) and (B), dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale OrderExcluded Licenses”) to Buyer at the Closing(collectively, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property RightsRegulatory Materials”); (2ii) The contracts listed all inventory of EVA, Applicators, training kits, insertion and removal kits, and Product (together with any Product packaging materials thereon), together with the inventory of work-in-progress, samples, packaging and all raw materials, whether or not labeled, and all Product-related supplies, packaging and labeling material, in each case, exclusively related to the Licensed Product (collectively, the “Inventory”), owned as of the Effective Date by Braeburn that have not been sold to a wholesaler or distributor, but excluding any EVA and Compound held on Schedule 1.1(a)(2) behalf of Braeburn by DPT as of the Effective Date (the “Assumed Excluded Inventory”) (collectively, the “Transferred Inventory”); (iii) the Transferred Records; (iv) the Contracts set forth on Schedule 3(a)(iv) (all such Contracts, the “Assigned Contracts”); (3v) All vials of Advexin owned by Sellers as of the date of this Agreement Transferred Intellectual Property, including the rights to enforce the same for past, present and not previously sold including, specifically, without limitation, those vials future infringements or other violations thereof and other items of personal property listed on Schedule 1.1(a)(3) (the “any goodwill related to such Transferred Personal Intellectual Property”); (4vi) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interestall Transferred Promotional Materials; (vii) the website(s) associated with the Domain Names, and all of Seller’s rights under any shareholder agreementsTCP/IP addresses, investment contracts or other agreements effecting or the source code controlled by Braeburn related to the equity interest operation thereof and all text, graphics, images, data, audio files, video files and other content contained thereon in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transferpossession of Braeburn; and (5viii) All other assetsall rights, materialsclaims, propertiescauses of actions, rights of recovery, and privileges ownedcredits, controlledincluding all guarantees, used or held for use by Sellers warranties, indemnities and similar rights, whenever incurred, in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating favor of Braeburn to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or extent relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Transferred Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer events or circumstances arising on or after the benefits of such Assets for no additional consideration beyond the Purchase PriceEffective Date.

Transferred Assets. Except as At each Closing, upon the terms and subject to any Excluded Assetsthe conditions set forth in this Agreement, Sellers hereby agree and in reliance on the representations and warranties made to contributethe Purchaser in this Agreement, the Seller shall (or shall cause one of its direct or indirect Subsidiaries to) sell, convey, grant, assign and transfer, otherwise transfer to the Purchaser free and clear of all Liens, Claimsexcept for Permitted Liens, interests and Encumbrancesthe Purchaser shall purchase from the Seller free and clear of all Liens, each as defined except for Permitted Liens, in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) exchange for payment of the Bankruptcy Codeapplicable Purchase Price at each Closing, dated October 8all of the Seller’s and its direct and indirect Subsidiaries’ right, 2009, as title and interest in and to the same may be amended pursuant to Section 3.2 below following (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Transferred Assets”): (1a) All of Sellers’ interest, right and title to the patents and related intellectual property rights The production assets listed on Schedule 1.1(0(12.1(a)(i), Schedule 2.1(a)(ii), the Additional 7000 Plant Assets and the Additional 5100 Plant Assets (the “Closing Production Assets”); and (b) the raw material, packaging, labels, work in process and component inventories listed on Schedule 2.1(b) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“ProgramsClosing Inventory”), other than which for the Excluded Assetsavoidance of doubt, including but will not limited to trademarksinclude any Obsolete Inventory, regulatory filings and correspondenceSlow Moving Inventory, clinicalDisqualified Inventory or finished goods, preclinical and other datanotwithstanding the inclusion of any such Obsolete Inventory, documentationSlow Moving Inventory, biological materials, tangible research materials, and rights arising under Disqualified Inventory or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative finished goods on Schedule 2.1(b). Notwithstanding anything to the Assets or Programscontrary herein, and rights or claims arising thereunder. To to the extent that any of Transferred Assets are damaged in any material respect (ordinary wear and tear or damage caused by the Assets Purchaser excepted) prior to the applicable Closing Date when such assets would be transferred to the Purchaser, the parties shall mutually agree whether such assets shall be transferred at the applicable Closing and, if transferred, the purchase price for whatever reason are not or cannot any such assets shall be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceFair Market Value thereof.

Transferred Assets. Except as Upon the terms and subject to any the conditions set forth in this Agreement and except for the Excluded Assets and the Indian Business Assets, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear of Liens, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following Company shall sell, convey, assign, transfer and deliver (and shall cause to be sold, conveyed, assigned, transferred and delivered) to the Acquiror, and the Acquiror shall purchase, acquire and accept from the Company, all of the Company’s and its Subsidiaries’ right, title and interest, in each case free and clear of all Liens other than Permitted Liens, in, to and under all of the assets, properties, leases, rights, interests, Contracts and claims, in each case, to the extent Related to the Business and as the same shall exist immediately prior to the Closing, including, for the avoidance of doubt, the following assets, rights and privileges ownedproperties, used or held for use by Sellers as described below in each case, to the extent Related to the Business (collectively, the “Transferred Assets”): (1i) All of Sellers’ interest, right the Leased Real Property and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”)each Real Estate Lease; (2ii) The contracts listed on Schedule 1.1(a)(2all Inventory, wherever held; (iii) each legally binding contract, lease, license, sublease, understanding, commitment, obligation, letter of intent, purchase order or other agreement, and all amendments thereto, whether oral or written, but excluding any Permits (each, a “Contract”), to which the Company or any of its Subsidiaries is a party, including all Contracts and other arrangements that are Assumed Company Plans but excluding (A) all Shared Contracts and (B) all IT Asset Contracts (collectively, the “Assumed Contracts”); (3iv) All vials all accounts, notes and other receivables (“Receivables”), including, for the avoidance of Advexin doubt, all portions of trade accounts receivables that represent sales Tax due from customers for Pre-Closing Tax Periods, but excluding inter-company receivables from the Company or any of its Subsidiaries; (v) all prepaid expenses, including all deposits, lease and rental payments; (vi) all rights, claims, credits, defenses, causes of action (including counterclaims) and all other rights to bring any Action at law or in equity, including any such items arising under warranties, guarantees, indemnities, offsets and all other claims and similar rights in favor of the Business; (vii) all property and casualty insurance proceeds received or receivable arising out of or relating to any Transferred Assets, Assumed Liabilities or damage or destruction of any asset that is included in the Transferred Assets or would have been included in the Transferred Assets but for such damage or destruction (except, in each case, to the extent arising out of or related to any Excluded Assets or Excluded Liabilities); (viii) (A) all Intellectual Property, including the Intellectual Property set forth on Section 2.1(a)(viii)(A) of the Disclosure Schedule, and (B) each of the IT Assets owned by Sellers as the Company and its Subsidiaries that is either (x) physically located at the Leased Real Property or (y) set forth on Section 2.1(a)(viii)(B) of the date of this Agreement and not previously sold includingDisclosure Schedule (collectively, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal PropertyIP”); (4ix) All of Sellers’ equity interest in VirRx; Inc.to the extent permitted by applicable Law, a Delaware corporationall Permits; (x) to the extent permitted by applicable Law, which is understood to be a 49% interest, (A) sole ownership and all originals and copies of Seller’s rights under any shareholder agreementsall books, investment contracts records, files and papers, whether in hard copy or other agreements effecting or computer format, including sales and promotional literature, manuals and data, sales and purchase correspondence and records (including pricing history), customer lists and supplier lists, in each case, that are exclusively related to the equity interest Business, and (B) joint ownership (and the right to use and disclose the same without consent) and one copy in VirRx; Inc.a mutually agreed media of all of the foregoing materials that are otherwise related to the Business (collectively, the “Books and Records”); (xi) to the extent permitted by applicable Law, personnel and employment records for the Transferred Employees (the “Transferred Employee Records”); (xii) all goodwill of the Business and the Transferred Assets; (xiii) all personal property and interests therein, including machinery, equipment, furniture, fixtures, furnishings, office equipment, vehicles, spare and replacement parts and other tangible personal property and interests therein, owned, licensed or leased (collectively, “Equipment”); (xiv) the right to receive all Receivables (other than those related to Excluded Assets or Excluded Liabilities) and the right to xxxx and receive payment for Products shipped or delivered or services performed but subject unbilled or unpaid as of the Closing; (xv) other than any Excluded Assets, all other assets, properties or rights of every kind and description, wherever located, whether personal or mixed, tangible or intangible; (xvi) those rights in the Shared Contracts (or replacements or portions thereof) to any restrictions on transfer set forth the extent transferred to the Acquiror and its Affiliates in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transferaccordance with Section 5.5; and (5xvii) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rightswithout limiting Section 2.1(a)(iii), the Company Plans set forth on Section 2.1(a)(xvii) of the Disclosure Schedule and/or the assets related thereto (the “Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“ProgramsCompany Plans”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.

Transferred Assets. Except as otherwise provided below, upon the terms and subject to any Excluded Assetsthe conditions of this Agreement, Sellers hereby agree at or prior to contributethe Closing, Parent shall, or shall cause its Subsidiaries (other than the Acquired Companies) to, convey, granttransfer, assign and transferdeliver to the Acquired Companies, in each case, free and clear of Liensall Liens (other than Permitted Liens and Liens in respect of obligations for Indebtedness included in Closing Indebtedness and not being repaid at the Closing): (a) all of Parent’s and its Subsidiaries’ right, Claimstitle and interest in, to and under (i) the equity interests and Encumbrances, each as defined in of the Order Approving Debtors’ Motion to Sell Property Under entities set forth on Section 363(b2.02(a)(i) of the Bankruptcy CodeParent Disclosure Schedule (which shall be deemed amended from time to time to reflect amendments made to the Restructuring Plan in accordance with Section 2.07) (or any successor entity thereof) (such entities, dated October 8the “Transferred Entities”) and (ii) the equity interests of the entities set forth on Section 2.02(a)(ii) of the Parent Disclosure Schedule (which shall be deemed amended from time to time to reflect amendments made to the Restructuring Plan in accordance with Section 2.07) (or any successor entity thereof) (the equity interests described in clauses (i) and (ii) the “Transferred Equity Interests”); (b) (i) all Trademarks owned by Parent or any of its Subsidiaries and primarily used in the conduct of the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date (including the Trademarks set forth on Section 2.02(b) of the Parent Disclosure Schedule, 2009but expressly excluding all Trademarks set forth on Section 2.03(f) of the Parent Disclosure Schedule) together with all corresponding rights that may be secured throughout the world with respect to any of the foregoing and (ii) Formulas owned by Parent or any of its Subsidiaries and exclusively used in the conduct of the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date (the “Transferred Formulas”); (c) the Cash included in Closing Cash, the assets included in Closing Net Tangible Assets (including Store Cash and Credit Card AR), and all China Cash (regardless of whether such China Cash is included in Closing Net Tangible Assets); (d) fee or leasehold interests, as the same case may be amended pursuant be, in, to and under the Transferred Distribution Centers, together with all buildings, fixtures and improvements erected thereon, and all equipment (excluding (i) information technology hardware and (ii) the equipment set forth on Section 3.2 below 2.02(d) of the Parent Disclosure Schedule (the “Sale OrderExcluded Distribution Center Equipment”)) to Buyer located at the ClosingTransferred Distribution Centers; (e) all (i) information technology hardware (A) owned by Parent or any of its Subsidiaries and (B) physically located within the Business’ retail stores, including any point-of-sale terminals or equipment and Buyer hereby agrees (ii) Parent’s and its Subsidiaries’ right, title and interest in and to accept from Sellers at any personal computers and cellular phones assigned to any Continuing Employee who is employed by an Acquired Company as of the ClosingClosing Date; and (f) all right, title and interest of Parent and its Subsidiaries in, to and under the following assets, properties, rights and privileges businesses of Parent and its Subsidiaries to the extent owned, held or used or held for use in each case primarily in the conduct of the Business by Sellers Parent and its Subsidiaries as described below (the “Assets”):same shall exist on the Closing Date, including the following: (1i) All all leases of, and other interests in, real property, in each case together with all buildings, fixtures and improvements erected thereon, that are owned, held or used in each case primarily in the conduct of Sellers’ interestthe Business by Parent and its Subsidiaries as the same shall exist on the Closing Date; (ii) all personal property and interests therein that are owned, right held or used in each case primarily in the conduct of the Business by Parent and title its Subsidiaries as the same shall exist on the Closing Date; (iii) all raw materials, work-in-process, finished goods, supplies and other inventories that are owned, held or used in each case primarily in the conduct of the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date; (iv) all (A) contracts, agreements, leases, licenses, commitments, sales and purchase orders (other than the Fragrance House Contracts) that are owned, held or used in each case primarily in the conduct of the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date and (B) all Fragrance House Contracts but solely to the patents extent such contracts exclusively relate to the Transferred Formulas (clauses (A) and related intellectual property rights listed on Schedule 1.1(0(1(B) collectively (the “Transferred Intellectual Property RightsContracts”)); (2v) The contracts listed all accounts, notes, claims and other receivables and rights of recovery that are owned, held or used in each case primarily in or to the extent attributable to the conduct of the Business by Parent and its Subsidiaries as the same shall exist on Schedule 1.1(a)(2) (the “Assumed Contracts”)Closing Date; (3vi) All vials all prepaid expenses, including ad valorem taxes, leases and rentals that are owned, held or used in each case primarily in or to the extent attributable to the conduct of Advexin the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date; (vii) all Intellectual Property Rights (excluding all Intellectual Property Rights set forth on Section 2.03(f) of the Parent Disclosure Schedule, all Trademarks (except as set forth in Section 2.02(b)(i) above) and all Formulas (except the Transferred Formulas)), together with all corresponding rights that may be secured throughout the world with respect to any of the foregoing, that are owned, held or used in each case primarily in the conduct of the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date; (viii) all transferable licenses, permits or other governmental authorizations that are owned, held or used in each case primarily in the conduct of the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date; (ix) all books, records, files and papers, other than the Retained Records, that are owned, held or used in each case primarily in the conduct of the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date; and (x) except with respect to the litigation matters set forth in Section 2.05 of the Parent Disclosure Schedule, all rights under warranties, indemnitees, guarantees, refunds, causes of action, rights of recovery, and similar rights of Parent and its Subsidiaries against third parties, in each case, to the extent related to the Business or arising out of or related to any Transferred Asset or Assumed Liability. (the items in clauses (a) through (d) above, the “Transferred Assets”), it being understood and agreed that Parent shall transfer each Transferred Asset to the Acquired Companies in a manner consistent with the Restructuring Plan (to the extent set forth in the Restructuring Plan). Notwithstanding anything to the contrary herein, nothing in this Agreement shall require Parent or any of its Subsidiaries to convey, transfer, assign or deliver to any Acquired Company any Transferred Asset that is held or owned by Sellers an Acquired Company as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporationhereof, which is understood will continue to be a 49% interestan asset, and all of Seller’s rights under any shareholder agreementsproperty or business, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc.as applicable, but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceAcquired Company.

Transferred Assets. Except as (a) As of the Effective Time, and subject to any Excluded Assetsthe terms and conditions set forth herein, Sellers hereby agree to contributeSeller shall (or shall cause its applicable direct or indirect subsidiaries to) sell, assign, transfer, convey, grantand deliver to Purchaser, assign and transferPurchaser shall purchase from Seller (or its applicable direct or indirect subsidiaries), free possession of and clear any and all right, title and interest of LiensSeller (or its applicable direct or indirect subsidiaries) in and to the following assets (collectively, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “AssetsTRANSFERRED ASSETS”): (1) All subject to Section 8.8, including the receipt of Sellers’ interestthe applicable consents referred to therein, right and title the lease of real property relating to the patents and related intellectual property rights listed on Schedule 1.1(0(1) Seller’s leased banking office at 0000 Xxxxx Xxx, Xxxxxxxxxx, Xxxxxxxx (the “Transferred Intellectual Property RightsBRANCH”, and such lease relating to the Branch, the “BRANCH LEASE”); and the premises leased under the Branch Lease (the “LEASED PREMISES”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials all Personal Property and all Personal Property Leases, a complete and accurate list of Advexin owned by Sellers which as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property is listed on Schedule 1.1(a)(32.1(a)(2); (3) Seller’s rights to all telephone numbers associated with the Branch; (4) those loans and purchased loan participations set forth on Schedule 2.1(a)(4), and each presently existing obligation of Seller to make additional extensions of credit in connection with each such loan, and, if expressly consented to in writing by Purchaser, any increase, decrease, amendment, renewal or extension by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 between the date of Schedule 2.1(a)(4) and the Closing Date, and, subject to Purchaser’s written consent to modify Schedule 2.1(a)(4), which consent shall be in Purchaser’s sole and absolute discretion, each loan made by Seller between the date of Schedule 2.1(a)(4) and the Closing Date that Seller shall categorize in the ordinary course of its business consistent with past practices to a loan category set forth on Schedule 2.1(a)(4) and which loan is made in compliance with the terms of Section 8.3, and each obligation of Seller to make additional extensions of credit in connection with each such loan, as each such loan may be increased, decreased, amended, renewed or extended by Seller in the ordinary course of business of Seller and in compliance with the terms of Section 8.3 prior to the Closing Date; in each case including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights thereunder for which Seller has retained servicing rights (collectively, the “Transferred Personal PropertyPURCHASED LOANS”); (45) All [intentionally omitted]; (6) all Assumed Contracts; (7) the routing and transit number presently used by a majority of Sellers’ equity interest in VirRxthe Purchased Loans and Assumed Deposits with respect to the Assumed Deposits; Inc.provided, however, that (a) any Assumed Deposits not utilizing such routing and transit number are to be transferred by Seller to such routing and transfer number no less than 60 days prior to the Closing Date, and (b) unless Purchaser shall consent to the exclusion of one such routing and transit number from the scope of this Section 2.1(a)(7), subsequent to the date of this Agreement Seller may acquire a Delaware corporationnew routing and transit number for its own use following the Effective Time, which is understood new routing and transit number shall not be sold, assigned, transferred, conveyed, or delivered to be a 49% interest, and Purchaser hereunder; (8) all of Seller’s rights under any shareholder agreements, investment the contracts or other agreements effecting or related and relationships giving rise to the equity interest Assumed Deposits; (9) all insurance premiums paid by Seller to the FDIC that are allocable to insurance coverage for the Assumed Deposits following the assumption thereof by Purchaser; (10) all books, records and documents (including electronic information) relating primarily to the Assumed Deposits, Transferred Assets and Transferred Liabilities, as such books, records and other documents may exist and are as held by Seller or its Affiliates, in VirRx; Inc.such format as may be reasonably requested by Purchaser (including all books, records and documents contemplated by Section 2.6, but subject excluding, to any restrictions on transfer the extent permitted by law, one original set forth in any such agreementsof the personnel files relating to the Hired Employees, providedprovided that Seller, howeverto the extent permitted by law, that Sellers will use commercially reasonable efforts shall deliver to resolve any transfer restrictions Purchaser no later than the Closing Date true and effect complete copies thereof); (11) all claims, counter-claims and causes of action with respect to the transferTransferred Assets and Transferred Liabilities; (12) all Coins and Currency; and (513) a 100% participation interest in the Letters of Credit as contemplated by Section 8.19(b). (b) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers assets of Seller shall not be included in connection with the Transferred Intellectual Property RightsAssets, and shall not be transferred hereunder, including: (1) all loans (and any interests or participations in loans) other than the Assumed Contracts Purchased Loans and any of the Transferred Personal PropertyPurchased Loans which, as of the Effective Time, are subject to charge offs, are more than 60 days past due or relating to the programs listed on Schedule 1.1(a)(5are classified by Seller as non-accrual; (2) attached hereto (“Programs”)all real property and leasehold interests in real property, other than the Leased Premises; (3) Seller’s rights in and to the name “First Bank of Delaware;” (4) all Investment Securities; (5) any regulatory licenses or any other nonassignable licenses and permits; (6) any Tax refunds, Tax credits or deferred Tax assets relating to taxable periods (or portions thereof) ending on or prior to the Closing Date; (7) all contracts and agreements other than Assumed Contracts; (8) any insurance policies issued to Seller and any claims under such policies (9) all minute books, organizational documents, stock registers and such other books and records of Seller and any of its Subsidiaries as pertain to ownership, organization or existence of Seller, any records relating to the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materialsAssets or the Excluded Liabilities, and duplicate copies of any other records as are necessary to enable Seller to prepare and file tax returns and reports (10) the domain names and uniform resource locators (“urls”) owned by Seller and any goodwill associated therewith; (11) any capital stock of any Subsidiary of the Seller; (12) any claims or other rights arising under to indemnification or relating to any and all protective covenantother rights related, noncompetitionin each case, nonsolicitation, confidentiality or similar agreements relative to the Excluded Assets or Programs, and rights or claims arising thereunder. To Excluded Liabilities; and (13) any assets held with respect to the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing Benefit Plans (other than Additional Contracts which are dealt with separately hereinpersonnel files or similar records contemplated by Section 2.1(a)(10)); (collectively, Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price“EXCLUDED ASSETS”).

Transferred Assets. Except as (a) The Seller Parties have good and valid title to, or have other legal rights to any Excluded possess and use, all of the Transferred Assets, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear of Liensall Encumbrances (including Encumbrances resulting from any indebtedness of any Seller Party), Claimsother than Permitted Exceptions. This Agreement, interests the Ancillary Agreements and Encumbrancesthe instruments and documents to be delivered by the Seller Parties to the Buyer Parties at or following the Closing shall be adequate and sufficient to transfer to Buyer or one of its Affiliates the Seller Parties’ entire right, each as defined title and interest in and to the Order Approving Debtors’ Motion Transferred Assets, subject to Sell Property Under Section 363(b2.5, free and clear of all Encumbrances (including Encumbrances resulting from any indebtedness of any Seller Party), other than Permitted Exceptions. (b) The transfer to the Buyer Parties of the Bankruptcy CodeTransferred Assets pursuant to this Agreement, dated October 8together with Buyer’s rights under this Agreement and the Ancillary Agreements, 2009, comprise assets (tangible and intangible) and rights sufficient to operate the Business as currently conducted and for the continued conduct of the Business immediately after the Closing in substantially the same may be amended pursuant to Section 3.2 below (manner in all material respects as such operations are being conducted by the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of Seller Parties immediately preceding the date of this Agreement and Agreement, except that (i) the Seller Parties will not previously sold includingbe assigning to the Buyer Parties any agreements with customers, specificallymanufacturers, without limitationdistributors, those vials and other items vendors, contractors or suppliers, licensors or equipment lessors of personal property the Business listed on Schedule 1.1(a)(33.4(b)(i) (of the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interestDisclosure Schedules, and all the Buyer Parties will have to secure its own agreements with such parties; (ii) except for the Leased Real Property and any access to facilities provided in the Transition Services Agreement, the Seller Parties are not transferring any real property currently used by the Business and the Buyer Parties will have to secure their own real property, (iii) except as otherwise set forth in the Transition Services Agreement, the Business will no longer have the benefit of Sellerany of the Seller Group’s (A) shared Workers that perform product test engineering, package design, product engineering and supply chain management, central engineering, sales operations, finance, human resources, IT, legal services or legal personnel, except to the extent included as a Business Employee or (B) insurance policies, and (iv) the Seller Parties will not provide any access to any employee benefit plans of the Seller Group to any Business Employee after the Closing Date. Except as set forth on Schedule 3.4(b)(ii) of the Disclosure Schedules, (i) the Transferred Intellectual Property, together with Buyer’s rights under any shareholder agreementsthe Ancillary Agreements, investment contracts or other agreements effecting or related to are sufficient for Buyer and its Affiliates to, immediately after the equity interest Closing, conduct the Business in VirRx; Inc.substantially the same manner in all material respects as conducted by the Seller Parties immediately preceding the date of this Agreement, but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5ii) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property RightsTechnology, together with Buyer’s rights under the Assumed Contracts Ancillary Agreements, are sufficient for Buyer and its Affiliates to, immediately after the Transferred Personal PropertyClosing, or relating to conduct the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than Business in substantially the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and same manner in all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to material respects as conducted by the Assets or Programs, and rights or claims arising thereunder. To Seller Parties immediately preceding the extent that any date of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Pricethis Agreement.

Transferred Assets. Except Subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, license and convey to Purchaser, and Purchaser shall purchase and accept from Seller on the Closing Date or at such other time after the Closing Date as to may be expressly provided herein, the following assets used in the Business and all of Seller's rights, title and interest in and with respect thereto other than items which constitute Excluded Assets (which items, excluding any Excluded Assets, Sellers hereby agree are referred to contribute, convey, grant, assign and transfer, free and clear of Liens, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, herein as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “"Transferred Assets”"): (1i) The personal property located in the United States, including machinery, development (hardware and software) tools, test and other equipment, tooling (including tooling in possession of Seller's vendors), computer hardware, furniture and office equipment owned by Seller and used in the Business to the extent set forth in Schedule 2.01(i) (hereinafter the "Purchased Equipment"), and any and all warranties covering the Purchased Equipment to the extent assignable; (ii) All rights of Sellers’ interestSeller in, right to and title to under all of the patents and related intellectual property rights contracts listed on Schedule 1.1(0(12.01(ii) hereto and the unfilled purchase orders from Seller's customers to the extent assignable (collectively the “Transferred Intellectual Property Rights”"Assigned Contracts"); (2iii) The contracts listed on Schedule 1.1(a)(2) (Certain rights of Seller in, to and under certain Software to the “Assumed Contracts”)extent provided in the Software Assignment and License Agreement; (3iv) All vials Certain rights of Advexin owned Seller in, to and under certain patents and patent applications to the extent provided in the Patent Assignment and License Agreement; (v) Certain rights of Seller in, to and under certain Trademarks to the extent provided in the Trademark License Agreement; (vi) Originals or copies of all books, accounting records, business plans, written processes and designs, engineering and schematic drawings and diagrams and change orders, reports, files and documents (including computer tapes or disks) of Seller which are located at 200 Xxxxxxx Xxxxxx in Marlborough, Massachusetts or 111 Xxxxxxxxxx Xxxx xx Maynard, Massachusetts on the Closing Date and are used solely in the Business, provided in each case that any information contained in such materials which does not relate directly to the Business may be deleted by Sellers Seller; (vii) Seller's inventory of finished goods and supplies located in Singapore as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer Closing Date as set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect Schedule 2.01(vii) hereto (the transfer"Purchased Inventory"); and (5viii) All other assetsClaims of Seller, materialswhether arising before or after the date hereof, propertiesto the extent such Claims are necessary to assure to Purchaser after the Closing Time the full title, rights ownership, possession and privileges owned, controlled, used or held for use by Sellers in connection with benefit of the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating Assets to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or extent such claims arising thereunder. are assignable; To the extent that any of the Transferred Assets for whatever reason are not or cannot owned by any Subsidiary of Seller, Seller shall cause such subsidiary to sell, transfer, convey, assign, license and deliver to Purchaser such Assets. Such sale, transfer, conveyance, assignment, license and delivery shall be conveyed, assigned or transferred effected by Sellers delivery by Seller to Buyer at Closing Purchaser of (i) a duly executed bill xx sale with respect to all of the Transferred Assets (other than Additional Contracts such of the Transferred Assets for which other instruments are dealt with separately hereinprovided in clauses (ii) and (iii) of this paragraph) in the form attached hereto as Exhibit 2.01(a) (the "Bill xx Sale"), Sellers hereby agree to take such actions requested by Buyer (ii) the Software Assignment and License Agreement, the Patent Assignment and License Agreement, the Trademark License Agreement and the Trademark Assignment Agreement; and (iii) instruments of assignment and, as may be reasonably necessary (including but not limited to granting Buyer a sublicense required, consent with respect to the Assigned Contracts from the other parties to such Contracts (collectively, the "Instruments of Assignment") and such other instruments of conveyance and transfer to be tendered at the Closing as shall be necessary in the reasonable opinion of Purchaser's counsel to vest in Purchaser good, valid and marketable title to the Transferred Assets, free and clear of all Liens. Except as otherwise expressly provided herein and in the Ancillary Agreements, from and after the Closing, Seller shall cease to have any right, title or interest in or to the Transferred Assets and maintaining shall not make use of any license required Transferred Assets. Legal and equitable title and risk of loss with respect to be maintained for such sublicense the Transferred Assets shall pass to survive) Purchaser at the Closing. Purchaser shall take title to give Buyer the benefits Transferred Assets as and wherever located at the Closing. The locations of such the Transferred Assets for no additional consideration beyond the Purchase Priceare set forth in Schedule 2.01(i).

Transferred Assets. Except as to any Excluded Assets, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear (a) As of Liens, Claims, interests and Encumbrances, each the Effective Time (as defined in Section 2.1 below) and upon the Order Approving Debtors’ Motion terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Sell Property Under Section 363(b) Purchaser, and Purchaser will purchase from Seller, all of the Bankruptcy Codefollowing assets associated with the Banking Center and identified in this Agreement and the Exhibits hereto, dated October 8, 2009, as the same may be amended and not otherwise excluded from sale pursuant to Section 3.2 below the provisions of Subsection 1.1 (the “Sale Order”b) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”):below: (1) All subject to Section 1.10 hereof, all right, title and interest of Sellers’ interestSeller in and to all real estate and improvements thereon at the Banking Center, right and title to the patents and related intellectual property rights listed as more particularly described on Schedule 1.1(0(1Exhibit 1.1(a)(1) (the “Transferred Intellectual Property Rights”"Real Property"), together with all rights and appurtenances pertaining thereto; (2) The contracts listed except as provided in Section 1. l(b), all right, title and interest of Seller in the furniture, fixtures, leasehold improvements, equipment, permits, licenses, warranties, certificates and other tangible personal property located on Schedule 1.1(a)(2) or affixed to the Real Property or related to the business at the Banking Center (the “Assumed Contracts”"Personal Property"); (3) All vials of Advexin owned by Sellers all safe deposit contracts and leases for the safe deposit boxes located at the Banking Center as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) Effective Time (the “Transferred Personal Property”"Safe Deposit Contracts"); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood all loans transferred pursuant to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transferSection 1.4; and (5) All other all coins and currency located at the Banking Center as of the Effective Time (the "Coins and Currency"). (b) Excluded from the assets, materialsproperties and rights being transferred, propertiesconveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit 1.1(b) hereto, which list may be amended by the -------------- mutual agreement of Seller and Purchaser, debit and credit card merchant services agreements related to customers of the Banking Center, Seller's rights in and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed name "Security Bank and Trust Company of Albany" and any of Seller's corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names (the "Excluded Assets"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Center on Schedule 1.1(a)(5) attached hereto (“Programs”), other than or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost and shall repair any damage to the Real Property and Personal Property caused by the removal of the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.

Transferred Assets. Except as On the terms and subject to any Excluded Assetsthe conditions set forth in this Agreement, Sellers hereby agree and subject to contributeSection 2.02, at the Closing, each of the applicable Seller Parties shall sell, convey, grantassign, assign transfer and transferdeliver to Buyer, and Buyer shall purchase, acquire and accept from each such Seller Party, free and clear of all Liens (except for Permitted Liens) all of such Seller Party’s right, Claimstitle and interest in, interests to and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, under the following assets, propertiesproperties and rights of the Seller Parties as the same shall exist immediately prior to the Closing (collectively, rights and privileges owned, used or held for use by Sellers as described below (the “Transferred Assets”): (1i) All of Sellers’ interest, right and title all rights with respect to the patents Assumed Loans and related intellectual property all rights listed under the Credit Agreements reflected on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) Cut-Off Date Portfolio Tape (the “Assumed ContractsCredit Agreements”)) and the related Loan Documents, including all amounts due and payable from the Obligors in respect of the Assumed Credit Agreements and the related Loan Documents; (3ii) All vials of Advexin owned by Sellers all rights to act as of Credit Agreement Agent or subagent, as applicable, with respect to any Assumed Credit Agreement solely to the date of this Agreement extent such rights are transferred to Buyer at or after Closing as contemplated in Section 6.07; (iii) (A) all transaction files, documents, instruments, notices, correspondence, papers, books and not previously sold includingrecords, specificallydiligence materials (whether in paper, without limitationdigital or other tangible or intangible form) that relate to any Assumed Credit Agreement, those vials including all credit memos and other items of personal property listed on Schedule 1.1(a)(3credit files related to the Obligors under the Assumed Credit Agreements, and (B) subject to Buyer’s compliance with its obligations in the Employee Matters Agreement, personnel and employment records in each case that are owned solely or jointly by the Seller Parties and related to the Transferred Employees (collectively, the “Transferred Personal PropertyBooks and Records”); (4) All , it being understood and agreed that Transferred Books and Records shall also include customer lists, compilations of Sellers’ equity interest industry data and other marketing materials, in VirRx; Inc., a Delaware corporation, which is understood each case related exclusively to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related limited service hotel lending business to the equity interest in VirRxextent currently used by Seller and maintained by Seller on a segregated basis (separate and apart from other customer and industry segments); Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers in no event shall the Transferred Books and Records include (A) any books and records or other materials of or in the possession of the Seller Parties that (x) any of the Seller Parties are required by Law to retain (copies of which, to the extent related to any Assumed Credit Agreement and as permitted by Law, will use commercially reasonable efforts be provided to resolve Buyer), (y) any transfer restrictions of the Seller Parties are prohibited by Law (including 12 C.F.R. § 261.20 or 12 C.F.R. § 309.6, which prohibit the disclosure of, among other things, bank regulatory examination reports, nonpublic bank regulatory ratings and effect nonpublic bank regulatory correspondence) from delivering to Buyer, including any books and records, reports, information or other materials that disclose in any manner the transfer; andcontents of any other books and records, reports, information or other materials that the Seller or any of its Affiliates is prohibited by Law (including 12 C.F.R. § 261.20 or 12 C.F.R. § 309.6) from delivering to Buyer, or (z) would be in conflict with any contractual obligation of any of the Seller Parties, or (B) any copies of any books and records that Seller and its Affiliates retain pursuant to Section 7.02(a); (5iv) All other all accounts, notes, receivables, prepayments, prepaid charges, protective advances, deposits, fees and interest exclusively arising from, to the extent relating to or held in respect of, directly or indirectly, an Assumed Credit Agreement; (v) to the extent included in the determination of the Closing Purchase Price or the Final Purchase Price Statement, all expenses that have been prepaid by a Seller Party to the extent relating to an Assumed Credit Agreement; (vi) the assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating properties expressly to be transferred pursuant to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.Employee Matters Agreement; and

Transferred Assets. Except as Upon the terms and subject to any Excluded Assetsthe conditions set forth in this Agreement, at the Closing, Sellers hereby agree to contributesell, conveyassign, granttransfer, assign convey and transferdeliver to Purchaser, and Purchaser agrees that it shall purchase, acquire and accept from Sellers, free and clear of Liens, all Liens and Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) all of the Bankruptcy Coderight, dated October 8title and interest of Sellers as of the Closing Date in and to the tangible and intangible assets, 2009properties and rights and claims, as to the same may be amended pursuant extent used or otherwise related to, useful in or necessary for the conduct of, the Business, other than the Excluded Assets and any Consent Asset subject to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following 1.3. All of such assets, properties, properties and rights (other than the Excluded Assets and privileges owned, used or held for use by Sellers Consent Assets subject to Section 1.3) are collectively referred to in this Agreement as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”Assets.” Without limitation of the foregoing, the Transferred Assets shall include Sellers’ rights, title and interest in and to the following assets and properties as of the Closing Date, except to the extent that any of the following are enumerated in Section 1.1(b) as being Excluded Assets: (i) all accounts or notes receivable of the Business; (ii) all Artifacts and Exhibitry (provided, however, for the avoidance of doubt, that Purchaser shall obtain title to any Artifacts and Exhibitry owned by RMST through Purchaser’s acquisition of the RMST Shares); (2iii) The contracts listed all Inventory related to or used in connection with the Business; (iv) all prepaid expenses, credits, advance payments, security, deposits, charges, sums and fees of the Business; (v) all of Sellers’ rights, title and interests in and to the Seller Intellectual Property; (vi) all rights existing under each Contract or arrangement set forth on Schedule 1.1(a)(2Section 1.1(a)(vi) of the Seller Disclosure Letter, which such Section of the Seller Disclosure Letter Purchaser has a right to supplement, amend or modify following the date hereof and prior to the sale hearing in the Bankruptcy Cases in its sole discretion (the “Assumed Contracts”); (3vii) All vials of Advexin all Books and Records, including files, invoices, personnel files for Transferred Employees, OSHA exposure and monitoring records, customer and supplier lists, sales and promotional literature, manuals and customer correspondence owned by the Sellers as that are related to the Business and/or the Transferred Assets, to the extent not subject to claims of attorney-client privilege, and which are otherwise permitted to be transferred by applicable Law; (viii) all Permits, but only to the extent such Permits may be transferred under applicable Law; (ix) all Equipment and Machinery used in connection with the Business; (x) the Real Property Leases set forth on Section 1.1(a)(x) of the Seller Disclosure Letter, which such Section of the Seller Disclosure Letter Purchaser has a right to supplement, amend or modify following the date of this Agreement hereof and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) prior to the sale hearing in the Bankruptcy Cases in its sole discretion (the “Assumed Real Property Leases”), including any prepaid rent, security deposits, and options to renew in connection therewith; (xi) all goodwill associated with the Transferred Personal Property”Assets or the Business; (xii) the RMST Shares; (xiii) all rights of any Seller under non-disclosure or confidentiality, noncompete, or nonsolicitation agreements with current or former employees, directors, independent contractors and agents of any Seller or with third parties for the benefit of any Seller, in each case to the extent relating to the Business, the Transferred Assets and/or the Assumed Liabilities (or any portion thereof); (4xiv) All of Sellers’ equity interest in VirRx; Inc.all telephone numbers, a Delaware corporationfax numbers, which is understood to be a 49% intereste-mail addresses, websites, URLs, Internet domain names (including all sub-domain names and extensions thereof and thereto), and social media accounts (including related usernames and other social identifiers) owned or licensed by any Seller; (xv) the amount of, and all rights to any, insurance proceeds received by any Seller in respect of Seller’s rights under (A) the loss, destruction or condemnation of any shareholder agreementsTransferred Assets occurring prior to, investment contracts on or other after the Closing or (B) any Assumed Liabilities; (xvi) any and all claims, causes of action, defenses, counterclaims, or settlement agreements effecting of Sellers arising out of or related relating to the equity interest in VirRx; Inc.Business, but subject to any restrictions on transfer the Transferred Assets and/or Assumed Liabilities; (xvii) the Owned Real Property, as set forth or described in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect Section 3.12(a) of the transferSeller Disclosure Letter; and (5xviii) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed assets set forth on Schedule 1.1(a)(5Section 1.1(a)(xviii) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceSeller Disclosure Letter.

Transferred Assets. Except On the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing (as to any Excluded Assetsdefined in Section 3.1 below), Sellers hereby agree to contributeSeller shall sell, convey, granttransfer and assign to Parent Purchaser and Subsidiary Purchaser, assign as applicable, and transferParent Purchaser and Subsidiary Purchaser, as applicable, shall purchase from Seller (as described herein), free and clear of Liensall liens, Claimsencumbrances, interests and Encumbrancesclaims, each charges, options, security interests, pledges, rights of first refusal, or other similar restrictions, other than (i) liens for Taxes (as defined in Section 5.12(a) below) not yet due and payable; (ii) mechanics’, materialmen’s, warehousemen’s, and similar liens attaching by operation of law, incurred in the Order Approving Debtors’ Motion to Sell Property Under Section 363(bordinary course of business and securing payments not delinquent; (iii) non-exclusive licenses granted by Seller in connection with sales of products of the Bankruptcy CodeBusiness in the ordinary course of business and as listed on Schedule 5.7, dated October 8and (iv) any minor imperfections in title and minor encroachments, 2009if any, that, individually or in the aggregate, are not material in amount, do not interfere with the conduct of the Business or with the use of the Transferred Assets and do not adversely affect the value of the Transferred Assets or the Business (collectively, “Encumbrances”), all of Seller’s rights, title and interests in the assets of Seller, tangible and intangible, real, personal and mixed, of every kind and description, wherever located, used in, held for use in, or relating to the Business other than the Retained Assets (as defined in Section 1.1(b) below) (collectively referred to as the same may be amended pursuant “Transferred Assets” and individually referred to Section 3.2 below as a “Transferred Asset”). Seller hereby acknowledges that Parent Purchaser is purchasing all of the Transferred Assets other than the Tangible Assets (as defined herein) from Seller and Subsidiary Purchaser is purchasing all of the Tangible Assets from Seller. The Transferred Assets include, but are not limited to: (i) all tangible and personal property, including without limitation, office equipment, computer equipment, printers, servers, and other hardware owned by Seller (the “Sale OrderTangible Assets”); (ii) the books and records related to or used in the operation of the Business; (iii) all Seller Intellectual Property (as defined in Section 5.9(a)(vi) below) and any other Intellectual Property (as defined in Section 5.9(a)(ii) below) rights owned by or licensed to Seller that are related to the Business; (iv) all customer lists, claims history files and related customer information used in the Business; (v) all of Seller’s work in progress relating to the Business; (vi) all accounts receivable relating to the Business or the Transferred Assets; (vii) all prepaid expenses of Seller relating to the Business; (viii) any Permits (as defined in Section 5.16 below) used in the operation of the Business, which were issued by any court, administrative agency or commission or other governmental authority or instrumentality, whether foreign, federal, state or local (each a “Governmental Entity”) or any natural person, company, corporation, limited liability company, general partnership, limited partnership, trust, proprietorship, joint venture or business organization (each a “Person”) but only to Buyer at the Closing, extent that such Permits are assignable or transferable to Purchasers; and Buyer hereby agrees to accept from Sellers at (ix) all goodwill of Seller associated with the ClosingBusiness. In addition, the following assets, properties, rights and privileges owned, used or held for use by Sellers Transferred Assets shall include all Contracts (as described below (the “Assets”): (1defined in Section 5.7 below) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(11.1(a) hereto under the heading “Assumed Contracts” (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (collectively, the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of . To the date of this Agreement and extent a Contract is not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(31.1(a) hereto, such Contract shall not be included in the Transferred Assets unless as otherwise subsequently requested in writing by Parent Purchaser in Parent Purchaser’s sole discretion or by Subsidiary Purchaser in Subsidiary Purchaser’s sole discretion and agreed to by Seller (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood provided such agreement shall be deemed to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts provided by Seller if such Contract is determined in good faith by Parent Purchaser or other agreements effecting or Subsidiary Purchaser to be related to the equity interest Transferred Assets or Business) and, if required under the applicable Contract, the counterparty to the Contract, in VirRxwhich case, such Contract shall be deemed an Assumed Contract; Inc.provided that in each case Assumed Contracts shall not include any Retained Contracts (as defined in Section 1.1(b) below). Seller has made a good faith reasonable attempt to list on Schedule 1.1(a) hereto all of the assets used in, but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Propertyin, or relating to the programs Business other than the Retained Assets; provided, however, notwithstanding the foregoing, any failure to list an asset thereon shall not mean that such item is not a Tangible Asset purchased by Subsidiary Purchaser hereunder or a Transferred Asset other than a Tangible Asset purchased by Parent Purchaser hereunder (except in the case of Contracts not listed on Schedule 1.1(a)(51.1(a) attached hereto (“Programs”hereto, which shall be governed by the preceding sentence), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.

Transferred Assets. (a) Appendix D contains a depiction of the Power Block 3 Site (which shall be superseded and replaced by the final legal description approved by the Town for the Power Block 3 Site pursuant to the Major Subdivision Approval, as described in Section 5.3). None of Seller or any of its Affiliates has entered into any, and to Seller’s Knowledge, there are no, leases, subleases, licenses, concessions or other agreements granting to any party or parties the right of use or to occupy all or any portion of the Power Block 3 Site other than pursuant to the Reciprocal Easement Agreement; the Power Block 3 Site is not subject to any commitment, right of first offer, or other arrangement for the sale, transfer or lease thereof to any third party; and there are no Persons other than Seller and GBOC (and employees or subcontractors of GBOC) physically occupying the Power Block 3 Site. Seller is the record owner or holder, as applicable, of title to such easements, rights of way and other rights appurtenant to the Power Block 3 Site, including those as are necessary to permit reasonable ingress and egress to and from the Power Block 3 Site to a public way. (b) Except as set forth in Schedule 3.8(b), Seller holds good and marketable title to, and is the record owner of fee simple title to, the Transferred Real Property Assets (other than the Pipeline Easements) free and clear of all Encumbrances, except for Permitted Encumbrances. Except as set forth in Schedule 3.8(b), Seller owns beneficially and of record and has good and marketable legal and equitable title to any Excluded the Transferred Power Related Assets, Sellers hereby agree to contribute, convey, grant, assign and transfereach and every portion of the Pipeline, free and clear of Liens, Claims, interests and all Encumbrances, except for Permitted Encumbrances. Except as set forth in Schedule 3.8(b), Seller is the record holder of all Pipeline Easements and all real property subject to the Reciprocal Easement Agreement, in each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(bcase free and clear of all Encumbrances, except for Permitted Encumbrances. (c) The Transferred Assets constitute all of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assetsrights, properties, rights improvements, fixtures and privileges ownedequipment, used and other assets necessary or held required, for use by Sellers the ownership, use, or operation of Power Block 3 in the same manner as described below (currently conducted and as conducted in the “Assets”):ordinary course of business of Seller and GBOC. None of the Excluded Assets is necessary for the ownership, use, operation or decommissioning of Power Block 3. (1d) All of Sellers’ interestExcept as set forth in Schedule 3.8(d), right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all nature of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc.each portion of the Pipeline consists of full legal and equitable title to all of the fixtures and improvements comprising the Pipeline and, but subject to any restrictions on transfer except as set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”3.8(d), other than the Excluded Assets, including but not limited to trademarks, regulatory filings a permanent and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense fully paid easement with respect to the land over, under and across which the Pipeline has been constructed. Without limiting the foregoing, and except as otherwise disclosed in the Pipeline Easements or on Schedule 3.8(d), (i) with respect to the Pipeline: (A) the entire and continuous length of the Pipeline is covered by recorded Pipeline Easements of Seller (or its predecessors in title) and its successors and assigns, and (B) such Assets recorded Pipeline Easements grant to Seller (or its predecessors in title) the right to construct, operate, and maintaining maintain such Pipeline in, over, under, and across the property covered by such Pipeline Easements; and (ii) with respect to the Pipeline Easements, (A) Seller is not in default thereunder, nor has any license required event occurred which with notice or lapse of time or both would constitute a Seller default thereunder, excluding any default or event that would not enable or permit the applicable counterparty to be maintained for such sublicense to surviveterminate the applicable Pipeline Easements; and (B) to give Buyer the benefits Knowledge of Seller, there are no defaults on the part of Sundevil or any counterparty of such Pipeline Easement. (e) No interest in the Common Facilities and the other Transferred Assets being acquired by Buyers pursuant to this Agreement has constituted, or has been treated as constituting, a partnership interest by Seller for no additional consideration beyond the Purchase Pricepurposes of federal and any applicable state taxation Laws.

Transferred Assets. Except as On the terms and subject to any Excluded Assetsthe conditions set forth in this Agreement and subject to the exclusions set forth in Section 2.03 and Section 2.04, at the Closing each of the Asset Sellers hereby agree to contributeshall sell, convey, grantassign, assign transfer and transferdeliver to the Buyer (and/or such other person(s) as the Buyer may nominate in writing, provided that such persons are Affiliates of the Buyer), and the Buyer shall purchase, acquire and accept (and/or procure that such Affiliates of the Buyer shall purchase, acquire and accept) from each such Asset Seller, all of such Asset Seller’s right, title and interest in and to the following assets, properties and rights, in each case, free and clear of all Liens other than Permitted Liens, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, it being understood that the following assets, propertiesproperties and rights will not in any event include the Excluded Assets or the Transferred Equity Interests and that, rights in the event of a Deferred India Closing, the sale, conveyance, assignment, transfer and privileges owneddelivery of the India Transferred Assets shall take place at the Deferred India Closing (collectively, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property RightsAssets”); ): (2i) The contracts the Transferred Bank Accounts and the cash deposited in such Transferred Bank Accounts which on the Closing Date shall in aggregate not be less than the Minimum Cash Amount; (ii) the leases, licenses or other occupancy agreements or contractual rights to use the real property listed on Schedule 1.1(a)(2Section 2.02(a)(ii) of the Disclosure Letter (the “Assumed Real Property Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s leasehold interests and rights under in respect thereof or thereunder (including any shareholder agreementsprepaid rent and security deposits in respect thereof); (iii) all inventory wherever located, investment contracts including all raw materials, works- in-process, finished goods or products, supplies and other agreements effecting or related inventories Related to the equity interest in VirRxBusiness; Inc.(iv) all rights of the Asset Sellers under the Intellectual Property licenses granted by third parties that are listed on Section 2.02(a)(iv) of the Disclosure Letter (collectively, but subject to any restrictions on transfer set forth in any such agreements, provided, however, that the “Assumed IP Licenses”); (v) all rights of the Asset Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with under the Transferred Contracts; (vi) all Business Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.;

Transferred Assets. Except as to any Excluded Assets, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear of Liens, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at At the Closing, the Seller shall sell and the Buyer shall purchase all right, title and interest of the Seller or the applicable member of the Seller Group in and to the following assets, propertiesas they exist at the Effective Time, rights in each case only if, subject to the terms and privileges ownedconditions of this Agreement, related to or used in the Business Product Lines (except as otherwise specifically provided below), but excluding the Excluded Assets (collectively, the “Transferred Assets”): (i) Equipment, tooling, spare parts, furniture and other tangible property listed on Schedule 1.1(a)(i) utilized in the Microspheres Product Line (the “Transferred Equipment”); (ii) all inventories of raw material, intermediates and finished Microspheres Products used or held for use by Sellers as described below (exclusively in the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) Microspheres Product Line (the “Transferred Intellectual Property RightsInventory”); (2iii) The contracts subject to Section 1.4, all rights against suppliers under warranties covering the Transferred Inventory and related claims, credits, rights of recovery and set-off with respect thereto; (iv) subject to Section 1.4, all rights and benefits, subject to the Assumed Liabilities, of the Seller under the written contracts, commitments, understandings, arrangements, purchase orders and other agreements (“Contracts”) to which the Seller is a party on the date of this Agreement and listed on Schedule 1.1(a)(21.1(a)(iv), or to which the Seller becomes a party in the ordinary course of the Business Product Lines and in compliance with Section 6.1(a) between the date of this Agreement and the Closing Date (collectively, the “Assumed Transferred Contracts”); (3A) All vials of Advexin owned by Sellers as of the date of this Agreement Dualite trademark registered in the United States and not previously sold includingMexico and set forth on Schedule 1.1(v), specificallyand the goodwill associated therewith (the “Transferred Trademark”), without limitationtogether with any common law rights in and to the Dualite trademark anywhere in the world, those vials and other items of personal property (B) the Dualite domain name (the “Transferred Domain Name”); (vi) (A) the registered patent listed on Schedule 1.1(a)(31.1(a)(vi) (the “Transferred Personal PropertyPatent”), together with all rights to reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof, and (B) the formulae, specifications, know-how, manufacturing methods and processes, trade secrets and technical information required or used in the manufacture of the Microspheres Product Line, which will be listed on Schedule 1.1(a)(vi) and delivered to Buyer under separate, confidential communication at Closing (collectively, the “Transferred Know-How”); (4vii) All except as provided in Section 1.2(p) and subject to Section 10.4, all books, records and documentation in the possession or control of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related the Seller relating exclusively to the equity interest in VirRx; Inc.Transferred Assets or the Business Product Lines, regardless of the medium on which the same are stored or maintained, but subject to any restrictions on transfer set forth in excluding any such agreementsrecords that (x) contain proprietary information unrelated to the Business Product Lines (in which case redacted copies shall be made available) or (y) relate to Excluded Assets or Retained Liabilities (collectively, provided, however, that Sellers will use commercially reasonable efforts the “Transferred Records”); (viii) the customer and supplier lists used by the Business Product Lines to resolve any transfer restrictions and effect sell the transferProducts; and (5ix) All other assetsthe goodwill of the Business Product Lines, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with including the Transferred Intellectual Property Rights, exclusive right to represent oneself as the Assumed Contracts and the Transferred Personal Property, or relating successor to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceBusiness Product Lines.

Transferred Assets. Except as On the terms and subject to any Excluded Assetsthe conditions set forth in this Agreement and the Local Transfer Agreements and subject to the exclusions set forth in Section 2.01(b) and to Section 2.02, Sellers hereby agree to contributeat the Closing, Seller shall, and shall cause each of its applicable Subsidiaries to, sell, convey, grantassign, assign transfer and transferdeliver to Buyer or one or more of Buyer’s Affiliates designated by Buyer in writing, and Buyer shall, or shall cause one of such Affiliates to, purchase, acquire and accept from Seller and such Subsidiaries, all of Seller’s and its Subsidiaries’ right, title and interest in, to and under the following assets, properties and rights, as the same shall exist immediately prior to the Effective Time, free and clear of any Liens (other than Permitted Liens) (collectively, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Transferred Assets”):), whether directly or through the transfer of a Transferred Entity as contemplated by Section 2.06: (1i) All of Sellers’ interest, right and title (A) the owned real property that is Related to the patents and related intellectual property rights listed on Schedule 1.1(0(1) Business (the “Transferred Intellectual Property RightsOwned Real Property”), together with all improvements, fixtures, easements and other rights and interests appurtenant thereto, and (B) the leasehold, subleasehold or license interests of Seller and its Subsidiaries under the real property leases, subleases or licenses which cover premises that are Related to the Business (the “Transferred Leased Real Property”); (2ii) The all rights under (A) contracts listed on Schedule 1.1(a)(2or agreements Related to the Business to which Seller or any of its Subsidiaries is a party (subject to Section 2.02, excluding any Shared Contracts), (B) the real property leases, subleases and licenses referred to in Section 2.01(a)(i) above (the “Transferred Real Property Leases”) and (C) those contracts or agreements, the principal purpose of which is to receive licenses from third parties of Intellectual Property that are Related to the Business, and such other contracts or agreements with respect to Company Intellectual Property (clauses (A) through (C) collectively, the “Assumed Contracts”); (3iii) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials all accounts and other items receivables Related to the Business, including the Factored Receivables; (iv) all expenses or deposits Related to the Business that have been prepaid or made by Seller or its Subsidiaries, including lease and rental payments or deposits Related to the Business; (v) all Claims and Actions against third parties Related to the Business, including any insurance proceeds or other recoveries received under any insurance policy since January 1, 2019 in respect of personal property listed on Schedule 1.1(a)(3damages or casualty to a Transferred Asset (to the extent not applied against such damage or casualty) and, subject to Section 7.04, any Claims in relation to the Transferred Assets under any insurance policy; (vi) all Company Intellectual Property and Company Technology, together with any and all rights to (A) collect royalties, income and proceeds in connection therewith, (B) xxx for past, present and future infringement, misappropriation, dilution or violation thereof or other conflict therewith, and (C) to recover damages or lost profits in connection therewith; (vii) all transferable or assignable Permits, including Environmental Permits, that are Related to the “Business; (viii) the Transferred Personal Property”Books and Records and the Business Employee Records; (ix) all assets, rights and properties expressly to be transferred pursuant to Exhibit E hereof (including assets of any Dedicated Pension Plans); (4x) All all tangible personal property and interests therein, including machinery, equipment, furniture, furnishings, inventory, office equipment, communications equipment and vehicles, Related to the Business (including rights, if any, in any of Sellers’ equity interest the foregoing purchased subject to any conditional sales or title retention agreement in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interestfavor of any other Person), and all tangible embodiments of the Company Intellectual Property and Company Technology (without limiting Seller’s rights to retain copies thereof in connection with exercising rights under any shareholder agreements, investment contracts or the Intellectual Property Cross License Agreement and this Agreement); (xi) the Transferred Equity Interests; (xii) all assets reflected on the Final Closing Statement (without duplication of the other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer items set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect this Section 2.01(a)); (xiii) the transferJV Interests; and (5xiv) All other than any Excluded Assets, all other assets, materials, properties, rights rights, goodwill, contracts or agreements or Claims of every kind and privileges owneddescription, controlledwherever located and whether or not in possession of Seller or any of its Subsidiaries, used whether real, personal or held for use by Sellers in connection with the Transferred Intellectual Property Rightsmixed, the Assumed Contracts and the Transferred Personal Propertytangible or intangible, of Seller or relating any of its Subsidiaries that are Related to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceBusiness.

Transferred Assets. Except Subject to and upon the terms and conditions set forth in this Agreement, as of the Effective Time, Seller shall sell, assign, transfer, convey and deliver to any Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest in and to the properties, assets, Contracts and rights of Seller used or held for use in the Business, other than the Excluded AssetsAssets (collectively, Sellers hereby agree to contribute, convey, grant, assign and transferthe "TRANSFERRED ASSETS"), free and clear of Liensall Liens (other than Permitted Encumbrances and the Assumed Liabilities). The Transferred Assets include, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closingwithout limitation, the following assets, properties, rights and privileges owned, following: (a) all tangible personal property used or held for use by Sellers as described below (in the “Assets”): (1) All Business, including, without limitation, all of Sellers’ interest, right and title to the patents and related intellectual property rights Fixed Assets listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”SCHEDULE 2.1(a); (2b) The contracts listed all accounts receivable (other than Intercompany Receivables) arising out of the operation or conduct of the Business, whether billed or unbilled, including, without limitation, that certain note receivable owing to Seller from Exclusive North in the amount of $141,756 as reflected on Schedule 1.1(a)(2) the Reference Balance Sheet (the “Assumed Contracts”"NOTE RECEIVABLE"); (3c) All vials all rights of Advexin owned by Sellers as of Seller with respect to the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Intellectual Property”); (4d) All subject to Section 3.7, all rights of Sellers’ equity interest in VirRx; Inc., Seller under the Contracts to which Seller is a Delaware corporation, party or by which Seller is understood to be a 49% interestbound that are listed on SCHEDULE 4.13, and all of Seller’s rights under any shareholder agreements, investment contracts other Contracts to which Seller is a party or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, by which Seller is bound that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, are used or held for use by Sellers or that arise out of, the operation or conduct of the Business (the "ASSUMED CONTRACTS"), but specifically excluding the Excluded Contracts; (e) all inventories of raw materials, finished products, work in process, goods, and office and other supplies located at the Transferred Facilities or in transit to or from the Transferred Facilities or those in possession of third parties used or held for use in connection with the Business; (f) all prepaid expenses and security deposits that relate to the Business, the Assumed Contracts or the Transferred Facilities, other than those prepaid expenses and security deposits set forth in Section 2.2(q); (g) all of the Books and Records; (h) subject to Section 3.7, all Consents and Permits that are used or held for use in the operation or conduct of the Business; (i) subject to Section 3.7, all rights under express or implied warranties from or rights against Seller's suppliers with respect to the Transferred Assets or the Assumed Contracts; (j) all rights to causes of action, lawsuits, claims and demands of any nature available to Seller with respect to the Transferred Assets, the Assumed Liabilities or to the Business, other than (i) avoidance actions under the Bankruptcy Code and (ii) causes of action, lawsuits, claims and demands referred to in Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(j); (k) subject to Section 3.7, all guarantees, warranties, indemnities, bonds, letters of credit and similar arrangements that run in favor of Seller in connection with the Transferred Intellectual Property RightsAssets; (l) all of Seller's rights and interests under all outstanding purchase orders entered into by Seller for the purchase of goods or services used or held for use in connection with the Business; (m) subject to Section 3.7, all other or additional privileges, rights, interests, properties and assets of Seller of every kind and description and wherever located, including without limitation the real estate leases listed on SCHEDULE 2.1(m), that are used or held for use in connection with, or that are necessary to the continued conduct of, the Assumed Contracts and Business as conducted since the Transferred Personal Property, Filing Date; and (n) all goodwill generated by or relating to associated with the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceBusiness.

Transferred Assets. Except as On the terms and subject to any Excluded Assetsthe conditions set forth in this Agreement, Sellers hereby agree to contributethe Seller shall sell, transfer, convey, grant, assign and transferdeliver to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, on the Closing Date, all of the right, title and interest of the Seller in and to all of the properties, assets and rights used or useful in connection with the Business, other than the Excluded Assets (as defined below), as the same shall exist on the Closing Date (collectively, the "Transferred Assets"), ------------------ free and clear of Liensall liens, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, the following: (a) all Hospital Contracts, including those vials listed on Schedule 2.1(a) --------------- (such listed Hospital Contracts are referred to as the "Current Contracts"); ----------------- (b) all machinery, equipment (including cameras and camera units computer equipment and office equipment), inventories, raw materials, supplies, spare parts and other items of personal property of the Seller utilized in connection with the Business; (c) all motor vehicles owned or leased by the Seller utilized in the Business; (d) all cash and cash equivalents of Seller; (e) all accounts receivable of the Seller or relating to products sold or services rendered in connection with the Business, whether or not invoices relating thereto have been issued; (f) all right, title and interest in and to all leases, contracts, licenses, purchase orders, sales orders, commitments and other similar agreements of the Seller relating to the Business to the extent that they are listed on Schedule 1.1(a)(33.1; ------------ (g) all prepaid expenses (excluding amounts due from Parent), advances and deposits of the “Seller relating to the Business; (h) all causes of action, demands, judgments, claims (including insurance claims), indemnity rights or other rights of the Seller relating to the Transferred Personal Property”Assets or the Business or arising under express or implied warranties from suppliers with respect to the Transferred Assets; (i) all Proprietary Rights of the Seller utilized in connection with the Business, including, but not limited to, the Proprietary Rights set forth on Schedule 6.12 but excluding those set forth on Schedule 2.2(b); all income, ------------- --------------- royalties, damages and payments due at Closing or thereafter and all other rights with respect thereto (including rights to damages and payments for past, present or future infringements or misappropriations thereof) in all countries, in each case with respect to any of the Proprietary Rights transferred pursuant to this Section 2.1(i); (4j) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interestall rights under confidentiality and non-compete agreements, and all of Seller’s similar rights arising under any shareholder agreementscommon law or by statute, investment contracts or other agreements effecting or related to the equity extent assignable as contemplated in Section 13.5; (k) all franchises, consents, licenses, marketing rights, permits, authorizations, approvals and other operating authorities issued by any Governmental Agency to the Seller relating to the Business; (l) all right, title and interest in VirRx; Inc.of the Seller relating to the Business as a going concern, but subject including its goodwill (if any) and all other intangible assets associated therewith; (m) the originals or copies of all books and records of the Seller relating to any restrictions on transfer set forth in any such agreementsthe Business, providedincluding correspondence, howeveremployment records, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions production records, accounting records, property records, mailing lists, customer and effect the transfervendor lists, Proprietary Rights prosecution files, and regulatory files (including master files); and (5n) All all other assets, materials, properties, rights assets and privileges owned, controlled, used or held for use by Sellers in connection with properties of the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or Seller relating to the programs listed Business which exist on Schedule 1.1(a)(5) attached hereto (“Programs”)the Closing Date, other than the Excluded Assetswhether tangible or intangible, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under real or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Pricepersonal.

Transferred Assets. Except as to any (a) The Transferred Assets include all of the rights and properties, other than the Excluded Assets, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear of Liens, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers Seller and reasonably necessary to operate the Systems as described below currently operated by Seller and to provide cable television service to the Systems' Customers as currently provided. Seller has good and marketable title (or in the “case of Owned Real Estate good and marketable, indefeasible, fee simple title or in the case of Leased Real Estate or leased equipment, a valid leasehold interest) to the Transferred Assets”):, free and clear of any Liens, except for Liens to be released before Closing and (a) Liens for general taxes and assessments and governmental charges not yet due and payable; (b) minor encumbrances which do not affect the transferability, value or continued use thereof as currently used by Seller; (c) Liens and exceptions set forth on Schedule 4.6(a); and (d) in the case of the Real Estate, (i) any Real --------------- Estate Leases pursuant to which Seller is the lessor, (ii) municipal and zoning ordinances, (iii) such rights-of-way as do not interfere with the present use of the property, and (iv) easements for public utilities, recorded building and use restrictions and covenants, and other minor encumbrances, provided none of the foregoing interfere with the value or continued use of the property subject thereto as currently operated by Seller (clauses (a) through (d) collectively, the "Permitted Liens"). (1b) All Except as set forth on Schedule 4.6(b), Seller has not received --------------- any written notice or claim of Sellers’ interestany breach, right default or termination and title Seller has no knowledge of any fact giving rise to a breach, default or termination, with respect to any of the Leased Real Estate, the breach, default or termination of which would have a materially adverse effect on any of the Systems, and no special assessments have been made with respect to the patents Owned Real Estate or, to Seller's knowledge, the Leased Real Estate, by any Governmental Authority. The Owned Real Estate, and related intellectual property rights listed to Seller's knowledge, the Leased Real Estate, conform in all material respects with applicable building, zoning, environmental, land use and other Legal Requirements and Orders which affect the Real Estate. Schedule 4.6(b) sets --------------- forth a true and complete list of the Real Estate, including the legal descriptions of all Owned Real Estate included in the Real Estate. True and correct copies of all deeds pertaining to the Owned Real Estate set forth on Schedule 1.1(0(14.6(b) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers have been delivered or made available to Buyer. --------------- Except as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreementsSchedule 4.6(b), providedno condemnation, howevereminent domain, that Sellers will --------------- zoning or similar proceedings are pending, or, to Seller's knowledge, threatened with respect to the Owned Real Estate or, to Seller's knowledge, the Leased Real Estate. The improvements located on the Real Estate, generally are in good operating condition and repair, ordinary wear and tear excepted, and are currently maintained, are available for immediate use commercially reasonable efforts in the conduct of the business or operations of the Systems in the manner currently conducted by Seller and comply in all material respects with all applicable building or zoning codes or regulations. All material occupancy and other certificates and permits necessary to resolve any transfer restrictions the present lawful use and occupancy of the Owned Real Estate and to Seller's knowledge, the Leased Real Estate, and the Equipment thereon, have been issued and are in full force and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used Seller is in compliance in all material respects with respect thereto. Seller has complied with all written notices or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, orders to correct violations of Legal Requirements or relating Orders issued to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under Seller against or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that affecting any of the Assets for whatever reason are Owned Real Estate or any of the Leased Real Estate during Seller's occupancy or use thereof. All of the Real Estate has practical access to public roads and has all utilities and other services necessary to the operation of the Systems as currently conducted. To Seller's knowledge, Seller has not received any request or cannotice to relocate, remove or reinstall any of its head-end facilities which has not be conveyedbeen resolved, assigned or transferred by Sellers to Buyer at Closing (except as set forth on Schedule 4.6(b). To Seller's knowledge, except as --------------- set forth on Schedule 4.6(b), all Real Estate includes all material --------------- easements, material rights of way and other than Additional Contracts material interests in real property necessary in the business and the operations of the Systems as currently conducted, all of which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets valid and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Pricein full force and effect.

Transferred Assets. Except as On the terms and subject to any Excluded Assetsthe conditions set forth in this Agreement, Sellers hereby agree to contributeat the Second Closing, Asset Seller shall sell, convey, grantassign, assign transfer and transferdeliver to IROP, and IROP shall purchase, acquire and accept from Asset Seller, free and clear of all Liens, Claimsother than Permitted Liens all of Asset Seller’s right, interests title and Encumbrancesinterest in, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, under the following assets, propertiesproperties and rights of Asset Seller, rights and privileges ownedexcept for the Excluded Assets hereto (collectively, used or held for use by Sellers as described below (the “Transferred Assets”): (1i) All all rights under (A) the contracts set forth in Section 2.02(a)(i) of Sellers’ interest, right the Seller Disclosure Letter and title (B) any other contracts that are Related to the patents Business and related intellectual property rights listed on Schedule 1.1(0(1entered into by a Seller Party in accordance with this Agreement between the Agreement Date and the Second Closing Date, whether or not such contracts described in clauses (A) and (B) are considered Material Contracts (collectively, the “Transferred Intellectual Property Rights”); contracts described in clauses (2A) The contracts listed on Schedule 1.1(a)(2and (B) (are referred to herein as the “Assumed Contracts”); (3ii) All vials all Tax Returns for the last six (6) years related solely to Taxes payable in connection with the Business; (iii) the leasehold interest of Advexin owned by Sellers as of Asset Seller under the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal real property lease governing the leased real property listed on Schedule 1.1(a)(3Section 2.02(a)(iii) of the Seller Disclosure Letter (the “Transferred Personal Leased Property”); (4iv) All all personal property that is Related to the Business; (v) all Intellectual Property and Technology that is Related to the Business; (vi) all Permits Related to the Business; (vii) (A) all corporate minute books (and other similar corporate records) and stock records of Sellers’ equity interest in VirRx; Inc.Asset Seller, a Delaware corporationor (B) any books, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts records or other agreements effecting materials that Asset Seller is required by Law to retain; (viii) all causes of action, lawsuits, judgments, claims and demands of any nature available to or related being pursued by any Seller Party to the equity interest in VirRx; Inc.extent Related to the Business, but subject whether arising by way of counterclaim or otherwise, except to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts the extent relating to resolve any transfer restrictions and effect the transferan Excluded Asset or an Excluded Liability; and (5ix) All other all assets, materials, properties, rights and privileges ownedproperties set forth in Section 2.02(a)(ix) of the Seller Disclosure Letter. Notwithstanding the foregoing, controlled, used or held for use by Sellers in connection with the transfer of the Transferred Intellectual Property Rights, Assets pursuant to this Agreement shall not include the Assumed Contracts and assumption of any Liabilities related to the Transferred Personal Property, or relating Assets unless IROP expressly assumes that Liability pursuant to the programs listed on Schedule 1.1(a)(5Section 2.02(c) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Pricebelow.

Transferred Assets. Except as Subject to any Excluded Assetsthe terms and conditions of this Agreement, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear of Liens, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, Genius shall sell, transfer, convey, assign and Buyer hereby agrees deliver to accept from Sellers at the ClosingDistributor all of its right, title and interest in, to and under all of the following assets, properties, goodwill and rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”)Genius, other than the Excluded Assets, as the same may exist immediately prior to the Closing, free and clear of all Encumbrances, other than Permitted Encumbrances (the “Transferred Assets”), including but without limitation the following: (i) All cash, cash equivalents and marketable securities of Genius, other than (A) an amount of cash equal to (1) the aggregate amount of Excluded Liabilities which are reserved, reflected or accrued on the September 30 Balance Sheet or which have been reserved by Genius in the ordinary course of its business after September 30, 2005, which Excluded Liabilities and reserves are listed on Section 1.1(a)(i) of the Genius Disclosure Letter, less (2) amounts paid by Genius from such reserves listed on Section 1.1(a)(i) of the Genius Disclosure Letter in satisfaction of such Excluded Liabilities prior to the Closing Date, (B) an amount of cash, not limited to trademarksexceed $1.0 million, regulatory filings equal to the aggregate amount received by Genius after the date hereof and correspondenceprior to the Closing Date from the exercise or conversion of options, clinicalwarrants or convertible instruments, preclinical plus (C) an amount of cash equal to $1.0 million to be used solely to pay expenses of Genius; (ii) All accounts and notes receivable, checks and negotiable instruments owned by Genius; (iii) All inventory of products and all raw materials, work in process and finished goods owned by Genius; (iv) All personal property, office furnishings, supplies and other datatangible personal property owned by Genius; (v) All rights in real estate leases to which Genius is a party, documentationtogether with all of the right, biological materialstitle and interest of Genius in all land, tangible research materialsbuildings, structures, easements, appurtenances, improvements (including construction in progress) and fixtures located thereon; (vi) All rights arising in leases of personal property to which Genius is a party; (vii) All Genius Intellectual Property Rights; (viii) All performance and other bonds, security and other deposits, advance payments, prepaid credits and deferred charges of Genius; (ix) All rights under or relating to any and all protective covenantcontracts, noncompetition, nonsolicitation, confidentiality agreements or similar agreements relative commitments to the Assets or Programs, and rights or claims arising thereunder. which Genius is a party; (x) To the extent that transfer is permitted by applicable law, all licenses, permits and orders issued by any Governmental Authority; (xi) All insurance claims, rights to any insurance proceeds and other similar claims of the Assets for whatever reason are not Genius; (xii) All books, records, files, invoices, data bases, computer programs, manuals and other materials (in any form or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately hereinmedium), Sellers hereby agree including, without limitation, sales and promotional materials, personnel records, accounting records, sales order files and supplier lists; (xiii) All goodwill generated by or associated with the business of Genius and the Genius Subsidiaries; and (xiv) All outstanding equity interests in Genius’s subsidiary, American Vantage Media Corporation, a Nevada corporation (“AVM”), or its successor entity after conversion to take such actions requested by Buyer as may be reasonably necessary (including but not a limited liability company pursuant to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceSection 5.1.

Transferred Assets. Except as to any Excluded Assets, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear (a) As of Liens, Claims, interests and Encumbrances, each the Effective Time (as defined in Section 2.1) and upon the Order Approving Debtors’ Motion terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Sell Property Under Section 363(b) Purchaser, and Purchaser will purchase from Seller, all of the Bankruptcy Coderights, dated October 8title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Exhibits hereto, 2009, as the same may be amended and not otherwise excluded from sale pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”provisions of Subsection 1.1(b): (1) All of Sellers’ interestsubject to Section 1.10, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) leases (the “Transferred Intellectual Real Property RightsLeases”) as to the real property, and the improvements thereon (the “Real Property”), at the Banking Centers, together with all rights and appurtenances pertaining thereto; all of which leases are listed on Exhibit 1.1(a)(1); (2) The contracts listed on Schedule 1.1(a)(2) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at each Banking Center or used in conducting Seller’s business at each Banking Center (the “Assumed ContractsPersonal Property”); (3) All vials of Advexin owned by Sellers [OMITTED INTENTIONALLY] (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) Effective Time (the “Transferred Personal PropertySafe Deposit Contracts”); (45) All all Loans (as defined in Section 1.4(a)) transferred pursuant to Section 1.4; (6) all coins and currency located at the Banking Centers as of Sellers’ equity interest the Effective Time (the “Coins and Currency”); (7) all merchant services accounts associated with Deposit Liabilities (as defined in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to Section 1.3(a)) located at the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transferBanking Centers; and (58) all night depository contracts. (b) All other Excluded from the assets, materialsproperties and rights being transferred, propertiesconveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit 1.1(b) hereto, Seller’s rights in and privileges ownedto the names “Millennium Bank,” “Millennium,” and any variant thereof, controlledand any of Seller’s corporate logos, used trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or held for use by Sellers in connection trade names, and trade names and logos of third parties with the Transferred Intellectual Property Rightswhom Seller has contracted to provide services to its customers (together, the Assumed Contracts and “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Transferred Personal Property, Excluded Assets from the Banking Centers on or relating prior to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”)Effective Time. Seller shall remove the Excluded Assets at its own cost, other than and, apart from making any reasonable repairs necessitated by removing the Excluded Assets, including but not limited Seller shall be under no obligation to trademarksrestore the Banking Centers premises to their original condition, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to which shall be the Assets or Programs, and rights or claims arising thereunder. To the extent that any responsibility of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PricePurchaser.

Transferred Assets. Except Subject to the provisions of this Agreement: a. as to any Excluded Assetsof the 1 June 2018 ("Completion Date"), Sellers hereby agree to contribute, Seller shall convey, grant, assign and transfer, free and clear of Liens, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion transfer to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the ClosingPurchaser, and Buyer hereby agrees to accept Purchaser shall acquire from Sellers at the ClosingSeller, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreementsrights, investment contracts or other agreements effecting or related to the equity title and interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions agreements between Seller and effect the transfer; and (5) All other assets, materials, properties, rights carriers and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or content providers relating to the programs listed on Schedule 1.1(a)(5Seller’s Direct Carrier Billing (“Pay”) business as well as contracts with certain service providers as specified in Exhibit B attached hereto (“ProgramsContracts”), including without limitation the Seller's existing agreements with Optus and Vodafone Australia ("Key Contracts"), as specified in Exhibits A1-A2 attached hereto . For the avoidance of doubt, the contracts or arrangements specified in Exhibit E hereto are not contracts or agreements that will transfer to the Purchaser and are excluded from the operation of this Agreement. For the purpose of this Agreement, Seller shall fulfill its assignment and transfer obligations hereunder by (i) executing assignment agreements (or similar documents) with Key Contracts, or if Purchaser executes new agreements with the respective parties of such Key Contracts; and (ii) issuing assignment notices to other than carriers and content providers specified in Exhibit B, in the Excluded Assetsform attached hereto as Exhibit C. Purchaser acknowledges and agrees that except for Key Contracts, including but Seller cannot limited guarantee that all parties to trademarksContracts will provide written consent to such assignments. b. as of 1 July 2019 (or such other date as agreed between the Parties in writing) ("Technology Transfer Date"), regulatory filings and correspondenceSeller shall convey, clinical, preclinical and other data, documentation, biological materials, tangible research materialsassign, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative transfer to the Assets or ProgramsPurchaser, and rights Purchaser shall acquire from Seller, all of Seller's rights, title, and interest in technology (including any applicable source code) and infrastructure owned or claims arising thereunderoperated by Seller for the purpose of performing the Pay business (the “Technology”). To Notwithstanding the extent that any foregoing, as of the Assets Completion Date Purchaser shall be responsible for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers all aspects related to Buyer at Closing (other than Additional utilizing the Technology for the purpose of supporting the Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets hosting, operational and maintaining any license required to be maintained for such sublicense to survivemaintenance costs); (together, the “Transferred Assets”) to give Buyer the benefits free of such Assets for no additional consideration beyond the Purchase Price.all encumbrances, liens, or other security interests;

Transferred Assets. Except as Section 2.01. The assets purchased shall be comprised of all of the business, assets, properties and goodwill, tangible and intangible, except for those assets described in Schedule 2.03, used by Sellers in the Business, without regard to any Excluded Assets, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear of Liens, Claims, interests and Encumbrances, each whether such assets are included on the Balance Sheet (as defined in the Order Approving Debtors’ Motion Section 7.08 below) or not, all such assets being hereinafter referred to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below "Assets" and including without limitation all inventory, accounts receivable, cash (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title in an amount equal to the patents amount, if any, by which "costs and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials recognized profits in excess of Advexin owned by Sellers xxxxxxxx" less "xxxxxxxx in excess of costs and recognized profits" is less than zero as of the date of this Agreement Closing Date), furniture, fixtures, equipment, goodwill, intellectual property, contracts, customer lists, customer files, employee files, procedure manuals, training materials, accounting files and not previously sold records, software, databases, computer files, trade names, trademarks, franchises, fictitious names, logos, slogans, patents and including, specifically, without limitation, those vials and other items assets set forth on Schedule 2.01 (which schedule sets forth the name of the particular Seller of each such Asset and, in the case of personal property listed property, the location thereof). Section 2.02. Sellers shall transfer the Assets to Purchaser free and clear of all mortgages, security interests, charges, encumbrances, liens, infringements, assessments, covenants, claims, title defects, pledges, encroachments and burdens of every kind or nature whatsoever ("Encumbrances") except those Encumbrances described on Schedule 1.1(a)(3) 2.02 ("Permitted Encumbrances"). Section 2.03. The Assets do not include those certain assets set forth on Schedule 2.03 (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the "Excluded Assets") which shall remain the property of the Sellers. Section 2.04. At Closing the Sellers shall amend their articles of incorporation to change their names to delete any use of the terms "American Technical Services Group", including but not limited "American Technical Services", "ATS" or "ATSG". The rights to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any such names shall be part of the Assets for whatever reason are not or cannot and shall be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PricePurchaser hereunder.

Transferred Assets. Except (a) Subject to the terms and conditions of this Agreement and in consideration of the obligations of the Buyer as to any Excluded Assetsprovided herein, and except as otherwise provided in Section 1.2 hereof, at the Closing, the Sellers hereby agree to contributeshall sell, conveyassign, transfer, grant, assign bargain, deliver and transferconvey to the Buyer, free and clear of all Liens, Claimsthe Sellers' entire right, interests title and Encumbrancesinterest in, each to and under the Business, as defined a going concern, and all assets owned or used by the Sellers in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) connection with or arising out of the Bankruptcy CodeBusiness of every type and description, dated October 8tangible and intangible, 2009, as wherever located and whether or not reflected on the same may be amended pursuant to Section 3.2 below books and records of the Sellers (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following all of such assets, properties, rights and privileges ownedbusiness being hereinafter sometimes collectively referred to as the "Transferred Assets"), used or held for use by Sellers as described below including, but not limited to, (i) all Equipment, including the Equipment set forth in Section 1.1(a)(i) of the Disclosure Schedule; (ii) all Inventories, including the Inventories set forth in Section 1.1(a)(ii) of the Disclosure Schedule; (iii) all trade and other accounts and notes receivable relating to the Business (the “Assets”):"Accounts Receivable"), including the Accounts Receivable set forth in Section 1.1(a)(iii) of the Disclosure Schedule; (1iv) All all Real Property, including the Real Property set forth in Section 1.1(a)(iv) of Sellers’ interestthe Disclosure Schedule; (v) the Leasehold Interests, right including the Leasehold Interests set forth in Section 1.1(a)(v) of the Disclosure Schedule; (vi) all Proprietary Information, including the Proprietary Information set forth in Section 1.1(a)(vi) of the Disclosure Schedule; (vii) subject to Section 1.1(b) hereof, the benefit of all unfilled or outstanding purchase orders, sales contracts, other commitments, contracts and title engagements to which the Sellers are entitled on the Closing Date and that relate to the patents and related intellectual property rights listed on Schedule 1.1(0(1) Business (the “Transferred Intellectual Property Rights”"Entitlements"); (2viii) The contracts listed on Schedule 1.1(a)(2) (all prepaid expenses and deposits made by the “Assumed Contracts”)Sellers relating to the Business; (3ix) All vials of Advexin owned by Sellers as of any goodwill associated with the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transferBusiness; and (5x) All other assets, materials, properties, rights all Contracts and privileges owned, controlled, used or held Other Agreements and all Documents and Other Papers. (b) the Sellers shall use their best efforts to obtain such consents of third parties as are necessary for use by Sellers in connection with the assignment of the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Transferred Assets for whatever reason are not assignable by the terms thereof or for which consents to the assignment thereof cannot be conveyedobtained as provided herein, assigned the Transferred Assets shall be held by the Sellers in trust for the Buyer and shall be performed by the Buyer in the name of the Sellers and all benefits and obligations derived thereunder shall be for the account of the Buyer; provided, however, that where entitlement of the Buyer to any of the Transferred Assets that are not assignable by the terms thereof or transferred for which consents to the assignment thereof cannot be obtained as provided herein is not recognized by any third party, the Sellers to Buyer shall, at the request of the Buyer, enforce in a reasonable manner, at the cost of the Sellers and for the account of the Buyer, any and all rights of the Sellers against such third party. (c) The Sellers shall notify each Person that may have possession of the Transferred Assets at the Closing (other than Additional Contracts which are dealt with separately herein)Date, Sellers hereby agree to take such actions requested whether by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer consignment or otherwise, of the benefits transfer of such Transferred Assets for no additional consideration beyond to the Purchase PriceBuyer.

Transferred Assets. Except Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as to any Excluded Assetsof the Effective Time, Sellers hereby agree to contributeSeller will sell, convey, grantassign, assign transfer and transferdeliver to Purchaser, and Purchaser will purchase, acquire and accept from Seller, free and clear of any Liens (other than Permitted Liens), Claimsall of Seller’s right, interests title and Encumbrances, each as defined interest in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, propertiesproperties and rights of Seller (other than any Excluded Asset), rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers including in each case as of the date of this Agreement Closing: 1.1.1 all fixed assets and not previously sold including, specifically, without limitation, those vials and other items of machinery, equipment, including laboratory equipment, and all other tangible personal property listed of Seller, including the SQZ Platform and the Point-of-Care equipment, and all other tangible personal property of Seller set forth on Schedule 1.1(a)(3) 1.1.1 (the “Transferred Personal Property”); 1.1.2 that certain Xxxxxxx and Restated Exclusive Patent License Agreement (4the “MIT Agreement”), dated as of December 2, 2015, by and between the Massachusetts Institute of Technology (“MIT”) All and Seller, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time; and, to the extent assignable in accordance with their terms without the consent of Sellers’ equity interest the counterparty, (i) all Contributor Intellectual Property Assignment Agreements, (ii) that certain Separation Agreement, dated as of January 13, 2023, by and between Seller and Xxxxxxxxx Xxxxxx and (iii) that certain Separation Agreement and Release, dated as of December 12, 2022, by and between Seller and Xxxxx Xxxxxx (collectively, with the MIT Agreement, the “Transferred Contracts”); 1.1.3 all Seller Technology including: (a) copies (in VirRxpaper or electronic form) of the INDs, supported by and including copies evidencing such Government Authorizations issued to Seller by a Government Entity; Inc.(b) all Government Authorization applications and correspondence with Government Entities regarding any Government Authorization (including tracking files, a Delaware corporationmeeting minutes and strategy materials); (c) all data, which is understood results and records of all studies, including the Laboratory Studies, Non-Clinical Studies and Clinical Studies, of Seller Products, including the HPV Studies, trial master files, drug master files and all other documents required to be a 49% interestkept by Applicable Law, all safety data and any GMP and GLP documentation for any Seller Product; and (d) all data or information, arising from development or manufacture of Seller’s rights under any shareholder agreementsSeller Product, investment contracts or other agreements effecting or related to including Software, design and engineering for the equity interest SQZ Platform, data included in VirRx; Inc.the Government Authorizations and any applications therefore for any Seller Product, but subject to any restrictions on transfer set forth in any such agreementsincluding design history files, providedtechnical files, howeverdrawings, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions designs, schematics, manufacturing information, validation documentation, quality documentation, research tools, laboratory notebooks, files and effect the transferquality reports; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with 1.1.4 the Transferred Intellectual Property Rights(collectively, the Assumed Contracts and the “Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“ProgramsAssets”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.

Transferred Assets. Except (a) Subject to the terms and conditions of this Agreement and in consideration of the obligations of the Buyer as to any Excluded Assetsprovided herein, Sellers hereby agree to contributeand except as otherwise provided in Section 1.2 hereof, conveyat the Closing, the Seller shall sell, assign, transfer, grant, assign bargain, deliver and transferconvey to the Buyer, free and clear of all Liens, Claimsthe Seller's entire right, interests title and Encumbrancesinterest in, each as defined to and under all assets owned or used by the Seller (other than Excluded Assets) in the Order Approving Debtors’ Motion connection with, relating to Sell Property Under Section 363(b) or arising out of the Bankruptcy CodeSeller's business of every type and description, dated October 8tangible and intangible, 2009, as wherever located and whether or not reflected on the same may be amended pursuant to Section 3.2 below books and records of the Seller (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following all of such assets, properties, rights and privileges ownedbusiness collectively referred to as the "Transferred Assets"), used including, but not limited to: (i) all Equipment, including the Equipment set forth in Section 1.1(a)(i) of the Disclosure Schedule; (ii) all Inventories, including the Inventories set forth in Section 1.1(a)(ii) of the Disclosure Schedule; (iii) all Accounts Receivable, including the Accounts Receivable set forth in Section 1.1(a)(iii) of the Disclosure Schedule; (iv) all Proprietary Information, including the Proprietary Information set forth in Section 1.1(a)(iv) of the Disclosure Schedule; (v) subject to Section 1.1(b) hereof, the benefit of all unfilled or held for use by Sellers as described below outstanding purchase orders, sales or service contracts, other commitments, contracts, engagements and leases to which the Seller is entitled at the Closing (the “Assets”):"Entitlements"), all of which Entitlements are set forth in Section 1.1(a)(v) of the Disclosure Schedule; (1vi) All all interests of Sellers’ interest, right and title to the patents and related intellectual Seller as lessee in the real property rights listed on described in Section 1.1(a)(vi) of the Disclosure Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”"Leasehold Interests"); (2vii) The contracts listed on Schedule 1.1(a)(2) (all prepaid expenses and deposits made by the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5viii) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection any goodwill associated with the Transferred Intellectual Property Rights, Seller. (b) The Seller shall use its best efforts to obtain such consents of third parties as are necessary for the Assumed Contracts and assignment of the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Transferred Assets for whatever reason are not assignable by the terms thereof or consents to the assignment thereof cannot be conveyedobtained as provided herein, assigned or transferred the Transferred Assets shall be held by Sellers to the Seller in trust for the Buyer at Closing (other than Additional Contracts which are dealt with separately herein)and shall be performed by the Buyer in the name of the Seller and all benefits and obligations derived thereunder shall be for the account of the Buyer; provided, Sellers hereby agree to take such actions requested by however, that where entitlement of the Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Transferred Assets hereunder is not recognized by any third party, the Seller shall, at the request of the Buyer, enforce in a reasonable manner, at the cost of and maintaining for the account of the Buyer, any license required to be maintained for and all rights of the Seller against such sublicense to survivethird party. (c) to give Buyer Within three days of the benefits Closing Date, the Seller shall notify each Person which may have possession of any of the Transferred Assets at the Closing Date, whether by consignment or otherwise, of the transfer of such Transferred Assets for no additional consideration beyond to the Purchase PriceBuyer.

Transferred Assets. Except as Subject to any Excluded Assetsand upon the terms and conditions set forth in this Master Agreement, at the Closing, Kaiser shall, or shall cause the other Sellers hereby agree to contributeto, conveysell, grantassign, assign and transfer, free convey and clear deliver to Buyer, and Buyer shall purchase, or shall cause one or more Buyer Designees to purchase and acquire from each Seller, all right, title and interest of Liens, Claims, interests each Seller in and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) all of the Bankruptcy Codeproperties, dated October 8assets, 2009contracts and rights of the Business of every type and description, real, personal and mixed, tangible and intangible, wherever located and whether or not reflected on the books and records of Kaiser as the same may exist on the Closing Date, other than the Excluded Assets (collectively, the "Transferred Assets"). The Transferred Assets (i) include assets owned by the Transferred Subsidiary which otherwise fit within the meaning of "Transferred Assets" herein, which assets, along with their liabilities to the extent such liabilities are otherwise Assumed Liabilities, (A) shall be amended pursuant transferred directly in the case of the Foreign Subsidiaries, and indirectly in the case of the Transferred Subsidiary by transferring the capital stock of the Transferred Subsidiary and (B) in the case of the Foreign Subsidiaries, are not listed on the Schedules referred to Section 3.2 below (the “Sale Order”except as noted thereon) to Buyer at the Closingand (ii) include, and Buyer hereby agrees to accept from Sellers at the Closingwithout limitation, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”):following: (1a) All all of Sellers’ interest, right the Fixed Assets and title to the patents and related intellectual property rights listed Equipment described on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”2.1(a); (2b) The contracts all of Xxxxxx'x accounts receivables and notes receivables, specific to the Business, listed on Schedule 1.1(a)(22.1(b), whether billed or unbilled; (c) (rights in respect of the “Assumed Contracts”Transferred Intellectual Property specific to the Business as listed on Schedule 2.1(c); (3d) All vials of Advexin owned by Sellers as all of the date of this Agreement and not previously sold includingsecurities evidencing an equity ownership interest in the Transferred Subsidiary, specifically, without limitation, those vials and other items of personal property which interests are listed on Schedule 1.1(a)(34.3; (e) all of the Assumed Contracts listed on Schedule 2.1(e), including: (i) to the extent transferable to Buyer, all of Xxxxxx'x rights and interests under all personal property leases specific to the Business and identified on Schedule 2.1(e); (ii) all rights and interests of Kaiser in and to the real property leases specified in Schedule 2.1(e) (the “"Transferred Personal Property”Facilities"); and (iii) all Service Contracts; (f) all inventories of goods and supplies located at the Transferred Facilities or specific to the Business; (g) all of the prepaid expenses and security deposits reflected on the Closing Financial Statements that relate to any of the Assumed Contracts; (h) all of the Books and Records; (i) to the extent their transfer is permitted by Applicable Law, all Consents and Permits specific to the Transferred Facilities, the Transferred Assets or to the Business; (j) to the extent transferable, all rights under express or implied warranties from Sellers' suppliers and service providers with respect to the Transferred Assets or the Assumed Contracts; (k) all rights to causes of action, lawsuits, claims and demands of any nature available to the Sellers that are specific to the Transferred Assets, the Assumed Liabilities, or to the Business, other than (i) avoidance actions under the Bankruptcy Code and (ii) causes of action, lawsuits, claims and demands listed on Schedule 2.2(h); (4l) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest extent transferable, all guarantees, warranties, indemnities, bonds, letters of credit and similar arrangements that run in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by favor of Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs Assets; (m) all insurance policies listed on Schedule 1.1(a)(52.1(m) attached hereto (“Programs”), other than and any insurance coverage that may be available after Closing under any occurrence based insurance as maintained by the Excluded Sellers at any time prior to Closing for claims specific to the Transferred Assets, including but not limited to trademarksAssumed Liabilities, regulatory filings or the Business; (n) all retentions and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative advances that relate to the Assets Assumed Contracts; (o) all additional assets arising in the ordinary course of business between the date hereof and the Closing Date reflected on the Closing Financial Statements; (p) all of Sellers' rights and interests under all outstanding purchase orders entered into by Sellers for the purchase of goods or Programsservices primarily for the benefit of the Business, and rights or claims arising thereunder. To including without limitation those set forth in Schedule 2.1(p); and (q) to the extent transferable and specific to the Business, all other or additional privileges, rights, interests, properties and assets of Sellers of every kind and description and wherever located, that any of are used or intended for use in connection with, or that are necessary to the Assets for whatever reason are not or cannot be conveyedcontinued conduct of, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer the Business as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Pricepresently being conducted.

Transferred Assets. Except as to any Excluded Assets, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear (a) As of Liens, Claims, interests and Encumbrances, each the Effective Date (as defined in Section 2.1 below) and upon the Order Approving Debtors’ Motion terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Sell Property Under Section 363(b) Purchaser, and Purchaser will purchase from Seller, all of the Bankruptcy Codefollowing assets associated with the Branch and identified in this Agreement and the Exhibits hereto, dated October 8, 2009, as the same may be amended and not otherwise excluded from sale pursuant to Section 3.2 below (the “Sale Order”provisions of Subsection 1.1(b) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”):below: (1) All of Sellers’ interestall real estate, right and title to improvements thereon, at the patents and related intellectual property rights listed on Schedule 1.1(0(1) Branch (the “Transferred Intellectual Property Rights”"Real Property"); (2) The contracts listed except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements and other tangible personal property (the "Personal Property") set forth on Schedule 1.1(a)(2Exhibit 1.1 (a) (the “Assumed Contracts”)2) hereto; (3) All vials of Advexin owned by Sellers all equipment leases for equipment located at the Branch (the "Equipment Leases") (4) all safe deposit contracts and leases for the safe deposit boxes located at the Branch as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) Effective Date (the “Transferred Personal Property”"Safe Deposit Leases"); (45) All of Sellers’ equity interest in VirRxall loans transferred pursuant to Section 1.4; (6) all coins and currency located at the Branch on the Effective Date (the "Coins and Currency"); Inc., a Delaware corporation, which is understood to be a 49% interest, and and (7) all of Seller’s 's rights under any shareholder agreements, investment contracts or other agreements effecting or related in and to the equity interest trade name, trade mark and service mark "The Bank of Richmond Hill" (the "Tradx Xame"). (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit 1.1(b) hereto, Seller's rights in VirRx; and to the names "The Park Avenue Bank" and "PAB Bankshares, Inc.", but subject to and any restrictions on transfer set forth in of Seller's corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such agreementslogos, trademarks or trade names (the "Excluded Assets"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Branch on or prior to the Effective Date. Seller shall remove the Excluded Assets at its own cost and will promptly repair any damage caused by Seller in removing the Excluded Assets; provided, however, that Sellers will use commercially reasonable efforts to resolve the cost of removing the name "The Park -------- ------- Avenue Bank" from any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used signage or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating any improvements to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than Real Property shall be at the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any expense of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PricePurchaser.

Transferred Assets. Except as to any Excluded Assetsotherwise disclosed herein: (a) the Vendor is the legal and beneficial owner of, Sellers hereby agree to contributeand has good and marketable title to, convey, grant, assign and transfer, all of the Transferred Assets free and clear of Liensall Encumbrances; (b) the Vendor has complied with all costs, Claims, interests fees and Encumbrances, each as defined in charges necessary for the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) maintenance of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”). (c) the Transferred Assets (including without limitation any part thereof) do not include, and are not a derivative work of, any third party Intellectual Property Rights; (2d) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin Transferred Assets are not owned by Sellers as or registered in the name of the date of this Agreement and not previously sold includingany current or former owner, specificallyshareholder, without limitationpartner, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc.director, a Delaware corporationofficer, which is understood to be a 49% interestexecutive, and all of Seller’s rights under any shareholder agreementsemployee, investment contracts salesperson, agent, customer, representative or contractor or other agreements effecting or related to the equity interest in VirRx; Inc.party, but subject to any restrictions on transfer set forth in nor does any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve person have any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used interest therein or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assetsright thereto, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materialsthe right to royalty payments or moral rights, and rights there does not exist any document or other evidence of any such interest or right; (e) the Transferred Assets do not infringe, misuse, misappropriate or otherwise violate the Intellectual Property Rights of any third party. (f) the Vendor has the right to transfer, convey or assign to any third party without consent, waiver or payment to any person whatsoever, the full right, title and interest of the Vendor in the Transferred Assets, including the right to assign to any third party its right to transfer, convey or assign the Transferred Assets to any person; (g) the Vendor has the exclusive right, and has the right to grant others the exclusive or non-exclusive right, to use, modify, create derivative works of, publish, distribute, sublicense and otherwise fully exploit the Transferred Assets and to obtain, enforce and defend all Intellectual Property Rights therein; (h) the Vendor is not a party to any Contract to pay any royalty, licence or other fee with respect to the use of the Transferred Assets; (i) without limiting the generality of any other representation or warranty herein, all results arising from the research activities conducted under SNC-INTEGRA Agreements are solely owned by the Vendor, and no further results will be developed before the termination of such agreements; (j) without limiting the generality of any other representation or warranty herein, the Vendor is not a party to any Contract that would give any Person the right to an option or other right to acquire, or to acquire any interest in, any Intellectual Property Rights in or to the Compounds, and specifically, neither the INNPACTO Agreement nor the RETOS-COLABORACION Agreement give any Person such option or right; (k) without limiting the generality of any other representation or warranty herein, no person has any option or other right to acquire any interest in any Intellectual Property Rights that have been developed pursuant to the INNPACTO Agreement (l) the Vendor owns all Intellectual Property Rights in respect of the Compounds generated under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative in connection with the INNPACTO Agreement; (m) except for limited access rights granted to the Assets or Programs, and rights or claims arising thereunder. To the extent that any parties of the Assets for whatever reason are not or cannot be conveyedINNPACTO Agreement and the RETOS-COLABORACION Agreement, assigned or transferred by Sellers none of the parties to Buyer at Closing such agreements (other than Additional Contracts which are dealt with separately herein)the Vendor) own or have any right to acquire ownership or an interest in any Intellectual Property Rights in or to the Compounds; (n) no joint Intellectual Property Rights have been developed under the INNPACTO Agreement, Sellers hereby agree and to take the knowledge of the Vendor, no such actions requested by Buyer as may joint Intellectual Property Rights will be reasonably necessary (including but not limited developed prior to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits termination of such Assets for agreement; (o) the Vendor owns all Intellectual Property Rights in respect of the Compounds generated under or in connection with the RETOS-COLABORACION Agreement; and (p) no additional consideration beyond joint Intellectual Property Rights have been developed under the Purchase PriceRETOS-COLABORACION Agreement.

Transferred Assets. Except Subject to the terms and conditions of this Agreement, as of the Closing Date, Hersha Owner agrees to any Excluded Assets, Sellers hereby agree transfer to contribute, convey, grant, assign and transferOwner JV, free and clear of Liensliens and encumbrances other than the Permitted Exceptions, Claimsand Owner JV agrees to receive from Hersha Owner, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) all of the Bankruptcy Codefollowing items (collectively, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “AssetsProperty”): (1a) All all of Sellers’ interestHersha Owner’s right, right title and title interest in and to the patents land described on Exhibit A hereto with all rights, privileges and related intellectual property rights listed on Schedule 1.1(0(1) easements appurtenant thereto (collectively, the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Real Property”); (4b) All all of Sellers’ equity Hersha Owner’s right, title, and interest in VirRx; Inc.and to all buildings, a Delaware corporation, which is understood to be a 49% interestimprovements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of SellerHersha Owner’s rights under any shareholder agreementsright, investment contracts title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or other agreements effecting leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or related stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the equity interest in VirRx; Inc.Hotel on hand as of the Closing Date, but subject specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any restrictions on applicable law prohibits the transfer set forth in of alcoholic beverages to Owner JV, and (z) any such agreementsand all cash-on-hand, providedFF&E reserves, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transferxxxxx cash funds; and (5ii) All other assetsto the extent assignable at no cost or expense to Hersha Owner, materials, properties, rights all intangible personal property owned or possessed by Hersha Owner and privileges owned, controlled, used or held for use by Sellers exclusively in connection with the Transferred Intellectual ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and privileges, (2) trade names (other than the names “Hersha” or any derivative thereof or “Holiday Inn,” “Holiday Inn Express” and “Holiday Inn Express Times Square”, trademarks and logos (except to the extent owned or held by Franchisor), names of hotel restaurants and other food and beverage outlets, technology and technical information, warranties, plans, drawings and general intangibles pertaining to the Real Property Rights, the Assumed Contracts and the Transferred Personal PropertyProperty related to the Hotel (e.g., phone numbers, internet addresses and domain names), (3) the share of the final night’s room revenue for the Hotel of registered guests (who have not checked out and who were occupying rooms as of the Adjustment Point, as defined herein), including any sales taxes, room taxes or other taxes thereon (the “Rooms Ledger”) determined pursuant to Article 3, (4) [reserved], (5) reservations and agreements made or entered into prior to Closing for rooms or other facilities at the Hotel to be utilized on or after the Closing Date, or for catering services or other hotel services to be provided on or after the Closing Date at or by the Hotel (the “Advance Bookings”), and (6) all licenses, permits, concessions and approvals required by any Governmental Authority, as defined herein, or otherwise appropriate with respect to the construction, ownership, operation, leasing, maintenance, or use of the Property or any part thereof (the “Authorizations”), but specifically excluding any and all liquor licenses and permits or rights relating to the programs sale of liquor at the Hotel (but subject to Section 1.5), any proprietary information concerning Hersha Owner, Hotel Manager or any of their respective affiliates or their properties or other assets (e.g., sales training manuals and interfacing software), and any software licenses for business center computers; and (d) all of Hersha Owner’s right, title, and interest in all written service, supply, trash removal, maintenance, construction, capital improvement and other similar contracts (including any agreements pertaining to facilities not located at the Property, but which are required and presently used for the operation of the Property) in effect with respect to the Property related to the construction, operation, or maintenance of the Property (collectively, the “Contracts”) (but excluding (i) those contracts that Owner JV timely “rejects” pursuant to, and to 8 the extent permitted under, Section 5.1 and (ii) those national contracts, applicable to multiple hotels, which are identified on Schedule 1.3(d) hereto), in each case, (x) to the extent assignable or transferable at no cost or expense to Hersha Owner, and, if consent is required, to the extent such consent is obtained, (y) to the extent Hersha Owner has not terminated such Contract as provided in Section 5.1(h), and (z) specifically excluding any management agreements, hotel franchise agreements, trademark agreements, and any and all contracts or rights relating to the sale of liquor at the Hotel (but subject to Section 1.5). Notwithstanding anything contained in this Section 1 to the contrary, the following is specifically excluded from the Property, and none of the following shall be transferred to Owner JV: (a) Hersha Owner’s cash in bank accounts and invested with financial or other institutions, (b) any and all accounts receivable other than the above-described share of the Rooms Ledger (collectively, the “Excluded Receivables”), (c) any credit card merchant numbers of Hersha Owner, (d) any insurance policies related to the Property including, without limitation, general liability, operational liability, business interruption, fire and casualty policies, and all proceeds and claims thereunder, (e) any asset management services provided for the benefit of Hersha Owner or the Property by any affiliate of Hersha Owner, (f) any refunds (including, without limitation, refunds of real estate taxes) attributable to the period prior to the Closing Date, (g) the items described in subsection (x), (y), and (z) of Section 1.3(c)(i), (h) the name “Hersha” or any derivative thereof and the names “Holiday Inn,” “Holiday Inn Express” and “Holiday Inn Express Times Square” and all items containing such name,] (i) the contracts listed on Schedule 1.1(a)(51.3(d) attached hereto hereto, (“Programs”j) books and records relating to period of time prior to the Closing Date, including any confidential personnel records of the employees of the Property (e.g., evaluations, write-ups and other subjective materials, medical records, etc.), other than (k) the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materialsOperating Lease, and rights arising under or relating to (l) any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to other item expressly excluded from the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer transactions contemplated herein as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Priceprovided in this Agreement.

Transferred Assets. Except as Subject to any Excluded Assetsand upon the terms and conditions set forth in this Agreement, Sellers hereby agree at the Closing, Seller shall sell, assign, transfer, convey and deliver to contribute, convey, grant, assign and transferBuyer, free and clear of Liensall Liens (other than Permitted Encumbrances and the Assumed Liabilities) and Buyer shall purchase and acquire from Seller, Claimsall right, interests title and Encumbrancesinterest in and to the properties, each as defined assets, contracts and rights of Seller used in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”)Business, other than the Excluded AssetsAssets (collectively, the "TRANSFERRED ASSETS"). The Transferred Assets include, without limitation, the following: (a) all of the Fixed Assets specific to the Business; (b) all of the Accounts Receivable, other than Inter-company Receivables, specific to the Business; (c) all rights and ownership interest of Seller in the owned and leased real property listed on SCHEDULE 2.1(C); (d) rights or ownership interest in the Transferred Intellectual Property, including but not limited to trademarksthose items identified on SCHEDULE 2.1(D); (e) to the extent transferable, regulatory filings all of Seller's rights under the Assumed Contracts; (f) all inventories of raw materials, work in progress and correspondencefinished goods, clinical, preclinical office and other datasupplies, documentationincluding any consigned inventories, biological materials, tangible research materials, wherever located; (g) all of the prepaid expenses and rights arising under or relating security deposits that relate to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assumed Contracts; (h) customer lists, files and all of the Books and Records of the Business; (i) to the extent their transfer is permitted by Applicable Law, all Consents and Permits specific to the Transferred Facilities, the Transferred Assets for whatever reason are not or cannot be conveyedthe Business; (j) to the extent transferable, assigned all rights under express or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense implied warranties from or rights against Seller's suppliers with respect to such the Transferred Assets or the Assumed Contracts; (k) all rights to causes of action, lawsuits, claims and maintaining demands of any license required nature available to be maintained for such sublicense Seller that are specific to survivethe Transferred Assets, the Assumed Liabilities or to the Business, other than (i) avoidance actions under the Bankruptcy Code and (ii) causes of action, lawsuits, claims and demands referred to in SCHEDULE 2.2(G); (l) to give Buyer the benefits extent transferable, all guarantees, warranties, indemnities, bonds, letters of such Assets credit and similar arrangements that run in favor of Seller in connection with the Transferred Assets; (m) the retentions and advances that relate to the Assumed Contracts; (n) additional assets of the Business acquired in the ordinary course of business between the date hereof and the Closing Date; (o) business names of the Business; (p) telephone and facsimile numbers of the Business; (q) e-mail addresses and web sites of the Business; (r) to the extent transferable, software used in the Business; (s) all of Seller's rights and interests under all outstanding purchase orders entered into by Seller for no the purchase of goods or services used in the Business; (t) all assets to the extent transferable and used in connection with the operation of the Business, all other or additional consideration beyond privileges, rights, interests, properties and assets of Seller of every kind and description and wherever located, that are used or intended for use in connection with, or that are necessary to the Purchase Pricecontinued conduct of, the Business as presently being conducted; and (u) all goodwill of the Business.

Transferred Assets. Except as On the terms and subject to any Excluded Assetsthe conditions set forth in this Agreement, Sellers hereby agree to contributeat the Closing, Seller shall (or shall cause each of the other applicable Seller Parties to) sell, convey, grantassign, assign transfer and transferdeliver, as legal and beneficial owner, to Buyer (or any Affiliate(s) of Buyer to be designated by Buyer in writing to Seller no later than ten (10) Business Days prior to the Closing Date), and Buyer (or such Affiliate(s)) shall purchase, acquire and accept from each such Seller Party, free and clear of Liensall Liens (other than any Permitted Exceptions), Claimsall of the Seller Parties’ right, interests title and Encumbrances, each as defined interest in and to those assets described in the Order Approving Debtors’ Motion to Sell following clauses (a) through (k) (collectively, the “Transferred Assets”): (a) the facility complex located at the Owned Property Under (the “EFK Facility”); (i) all Tools and (ii) any related spare parts, consumables and raw materials (including substrates, gases and chemicals) that are used or held for use or employed for use with such Tools (the “Related Materials”), in each case, other than the tools listed on Section 363(b2.01(b)(ii) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below Seller Disclosure Letter (the “Sale OrderExcluded Tools”); (c) all Inventory (other than Excluded WIP); (d) the Transferred Contracts (but excluding the Designated Agreement, subject to Section 2.03(f)); (e) all Furniture and Equipment; (f) all (i) Documents (A) exclusively relating to the EFK Facility, Transferred IT Systems and Transferred Contracts and (B) primarily relating to the Owned Properties, Well Fields Properties, and Tool Data, and (ii) other files, books of account, general, financial and tax records (including non-income Tax Returns exclusively related to the Transferred Assets, but excluding income Tax Returns of Seller or any of its Affiliates), supplier lists, records, literature and correspondence that are (A) exclusively related to the operation and ownership of the Transferred Assets, whether or not physically located on the EFK Facility and (B) to Buyer the extent not otherwise covered by clause (ii)(A), primarily related to the Owned Properties, Well Fields Properties and Tool Data, but in any case of clauses (i) and (ii) hereof, not including any Documents exclusively related to any of the Seller Parties’ commercial business dealings conducted from the EFK Facility; provided that, except as set forth in the Employee Matters Agreement, such Documents shall not include any personnel files or employment records; (g) all Seller Permits, including all Environmental Permits which are required for or utilized in connection with the ownership and operation of the Transferred Assets, to the extent transferable, other than those listed on Section 2.01(g) of the Seller Disclosure Letter, and all rights and incidents of interest therein; (h) except for any proceeds or rights that are the subject matter of Section 6.07, all third party property and casualty insurance proceeds and all rights to third party property and casualty insurance proceeds, in each case to the extent received by any of the Seller Parties after the date hereof, whether received before, on or after the Closing Date, in respect of any of the Transferred Assets but only to the extent such proceeds were not utilized to repair and restore the Transferred Asset(s) with respect to which such insurance proceeds were received; (i) the hardware for computer systems, servers, network equipment and other computer hardware located or used at the ClosingOwned Properties or the Well Fields Properties, including those listed on Section 2.01(i) of the Seller Disclosure Letter, and Buyer hereby agrees to accept from Sellers at the Closinglaptops, the following assets, properties, rights engineering workstations and privileges owned, tool controller laptops exclusively used or held for use by Sellers as described below the Transferred Employees in connection with the Transferred Assets (the “Assets”): (1) All of Sellers’ interestcollectively, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property RightsIT Systems”); (2j) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”);Owned Properties; and (3k) All vials the Well Fields Properties. It is acknowledged by Buyer that, subject to Section 2.03(d), the assets constituting the Transferred Assets under clauses (c), (d), (e), (f), (g) and (i) of Advexin owned by Sellers this Section 2.01 as of the Closing Date may be different (including in quantities) from the assets that would constitute the Transferred Assets under such clauses as of the date of this Agreement; provided that such difference is solely attributed to Seller managing such assets in the ordinary course of business in accordance with this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3(including in compliance with Section 5.01) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceAncillary Agreements.

Transferred Assets. Except as Subject to any Excluded Assetsthe terms and conditions set forth in this Agreement, Sellers hereby agree to contributeon the Closing Date, conveySeller shall sell, granttransfer, assign and transferdeliver to Purchaser, free and clear of Liensall Liens except for as otherwise set forth herein in SECTION 3 ("TRANSFER"), Claimsand Purchaser shall purchase from Seller, interests and Encumbrancesfor the consideration hereinafter described, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) all of the Bankruptcy Coderight, dated October 8title and interest of Seller in and to all of the properties, 2009assets and rights owned by Seller or used by it in connection with the Business, as the same may be amended pursuant to Section 3.2 below shall exist on the Closing Date other than the Excluded Assets (the “Sale Order”) to Buyer at the Closingas defined below), and Buyer hereby agrees to accept from Sellers at the Closingincluding, without limitation (collectively, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”"ASSETS"): (1a) All all cash and cash equivalents of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”)Seller; (2b) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”)all Inventories; (3c) All vials all rights to collections from Receivables of Advexin (i) Seller's affiliates for services rendered by Seller or (ii) Seller except those which have been set forth in SECTION 2.01(c) of the Disclosure Schedule, whether or not invoices relating thereto have been issued, the collection and transfer of which Receivables from Seller to Purchaser shall occur as set forth in the Accounts Receivable Agreement attached hereto as EXHIBIT H; (d) an option to acquire any of the specific Equipment owned by Sellers Seller on the Closing Date and listed on SECTION 2.01(d) of the Disclosure Schedule as designated by Purchaser by December 1, 2001, up to a maximum net book value of $150,000 as of the date Closing Date based on the asset schedule to the balance sheet, dated September 30, 2000, without further payment; (e) all causes of this Agreement action, demands, judgments, claims (including insurance claims), indemnity rights or other rights of Seller, relating to the Assets or arising under express or implied warranties from suppliers with respect to the Assets; and (f) all Seller Intellectual Property, Licensed Intellectual Property, and not previously sold Licenses excluding the trade name and corporation name of "BBI Clinical Laboratories" or "BBI Clinical Laboratories, Inc." and any modifications or derivations thereof including the name "BBI" and the related logo; PROVIDED, HOWEVER, Seller shall grant Purchaser a worldwide, non-transferable (provided that such license may be transferred at Purchaser's option in connection with (A) the acquisition of the Purchaser by another entity by means of any transaction or series of related transactions (including, specifically, without limitation, those vials and other items any reorganization, merger or consolidation in which the Purchaser is not the surviving entity, but excluding a mere reincorporation transaction); (B) a sale of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all or substantially all of the assets of the Purchaser; UNLESS the Purchaser's stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Purchaser's acquisition or sale or otherwise), hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity; or (C) a sale of fifty percent (50%) or more of the stock of the Purchaser (a "CHANGE OF CONTROL")), non-sublicenseable, non-exclusive (except as to Seller’s rights under ), irrevocable (except for certain limited circumstances identified in the Transition Services Agreement) and royalty-free license to use the trade name, "BBI Clinical Laboratories," but not any shareholder agreements, investment contracts derivations or other agreements effecting or modifications thereof including "BBI" and the related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers logo solely in connection with conducting or operating the Transferred Intellectual Property Rights, Business for a period of one (1) year from the Assumed Contracts and the Transferred Personal Property, or relating Closing Date pursuant to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceTrademark License Agreement.

Transferred Assets. Except as to any Excluded Assets(a) As of the Effective Time and upon the terms and conditions set forth herein, Sellers hereby agree to contributeSeller will sell, conveyassign, grant, assign and transfer, free convey and clear deliver to Purchaser, and Purchaser will purchase from Seller, all of the rights, title and interest of Seller in the following assets, only to the extent such assets are transferred to Seller under the Primary P&A Agreement and subject to all liabilities for indebtedness collateralized by “Liens, Claims, interests and Encumbrances, each ” (as defined in the Order Approving Debtors’ Motion Primary P&A Agreement) affecting such assets (if any) to Sell Property Under the extent provided in Section 363(b) 2.1 of the Bankruptcy CodePrimary P&A Agreement (collectively, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Transferred Assets”): (1) All the rights set out in Section 7.7 of Sellers’ interestthis Agreement with respect to those operating contracts under which goods or services are provided at the Transferred Branches, right and title but excluding (A) all contracts that do not apply solely to the patents Transferred Branches but also apply to other branches or operations of the Failed Bank, and related intellectual property rights listed on Schedule 1.1(0(1(B) all data processing contracts, regardless of scope (subject, in each case, to such exclusions, the “Transferred Intellectual Property RightsAssignable Contracts”); (2) The all safe deposit contracts listed on Schedule 1.1(a)(2) and leases for the safe deposit boxes located at the Transferred Branches (the “Assumed Safe Deposit Contracts”), if any; (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials all securities and other items held at the Transferred Branches in safekeeping for customers of personal property listed on Schedule 1.1(a)(3) the Failed Bank (the “Transferred Personal PropertySafekeeping Assets”), if any; (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer loans set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; andbelow: (5A) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any overdrafts of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary customers (including but not limited to granting Buyer a sublicense overdrafts made pursuant to an overdraft protection plan or similar extension of credit) in connection with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond Transferred Deposits (the Purchase Price.“Overdraft Loans”);

Transferred Assets. Except as On the terms and subject to any Excluded Assetsthe conditions set forth in this Agreement and subject to the exclusions set forth in Section 2.01(b) and Section 2.02, Sellers hereby agree to contributeat the Closing, Seller shall (and Seller shall cause each of its Affiliates and the other applicable Seller Parties to) sell, convey, grantassign, assign transfer and transferdeliver to Buyer, and Buyer shall purchase, acquire and accept from each such Seller Party, all of such Seller Party’s right, title and interest in, to and under the following assets, properties and rights, as the same shall exist immediately prior to the Closing free and clear of all Liens (other than Permitted Liens) (collectively, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Transferred Assets”): (1i) All (A) the Transferred Financing Contracts, (B) the contracts set forth in Section 2.01(a)(i) of Sellers’ interest, right the Disclosure Schedules and title (C) any other agreements exclusively related to the patents Business whether entered into before, on or after the Agreement Date (other than, for the avoidance of doubt, any agreements entered into in connection with, or in contemplation of, the sale or possible sale of the Business to a third party) and, in each case, any and related intellectual property all rights listed on Schedule 1.1(0(1) thereunder (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (collectively, the “Assumed Contracts”); (3ii) All vials of Advexin owned by Sellers as of all accounts, notes and other receivables exclusively arising from or relating to the date of this Agreement Transferred Assets (which includes, without duplication, all accrued and unpaid interest and all Fees (including any overdue Fees accrued and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3otherwise waived) (the “that relate to any Transferred Personal Property”Assets but not any cash or cash equivalents held by any Seller Party or Affiliates thereof); (4iii) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, the Transferred Intellectual Property and all of Seller’s rights under any shareholder agreementsto xxx or recover damages for past, investment contracts present and future infringement, misappropriation or other agreements effecting violation thereof; (iv) all rights, claims (including claims for indemnity and contribution), credits or related rights of set-off against third parties exclusively arising from or relating to the equity interest in VirRx; Inc.Transferred Assets or the Assumed Liabilities, but subject to any restrictions on transfer set forth including in any such agreements, provided, however, that Sellers will use commercially reasonable efforts collateral securing the Transferred Assets; (v) the Transferred Books and Records; (vi) all assets expressly assumed by Buyer pursuant to resolve any transfer restrictions and effect the transferEmployee Matters Agreement; and (5vii) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed assets set forth on Schedule 1.1(a)(5Section 2.01(a)(vii) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceDisclosure Schedules.

Transferred Assets. Except as to any Excluded Assets(a) As of the Effective Time and upon the terms and conditions set forth herein, Sellers hereby agree to contributeSeller will sell, conveyassign, grant, assign and transfer, free convey and clear deliver to Purchaser, and Purchaser will purchase from Seller on the terms set forth herein, all of the rights, title and interest of Seller in the following assets, only to the extent such assets are transferred to Seller under the Primary P&A Agreement or the FDIC agrees to transfer any such assets directly to Purchaser and subject to all liabilities for indebtedness collateralized by “Liens, Claims, interests and Encumbrances, each ” (as defined in the Order Approving Debtors’ Motion Primary P&A Agreement) affecting such assets (if any) to Sell Property Under the extent provided in Section 363(b) 2.1 of the Bankruptcy CodePrimary P&A Agreement other than liabilities for borrowings from, dated October 8and obligations and indebtedness to, 2009Federal Reserve Banks and Federal Home Loan Banks (if any) (collectively, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Transferred Assets”): (1) All the rights set out in Section 7.6 of Sellers’ interest, right this Agreement with respect to: (A) all real estate and title to improvements thereon of the patents and related intellectual property rights listed on Schedule 1.1(0(1) Transferred Branches that are owned by the Failed Bank (the “Transferred Intellectual Property RightsOwned Bank Premises”), all of which Owned Bank Premises are listed on Exhibit 1.1(a)(1)(A); (2B) The contracts listed on Schedule 1.1(a)(2) all leases under which land and/or buildings used as Transferred Branches that are leased by the Failed Bank as of the Closing Date and which Seller has an option to assume under the Primary P&A Agreement (the “Assumed ContractsLeased Bank Premises”, and together with the Owned Bank Premises, the “Bank Premises”), all of which Leased Bank Premises are listed on Exhibit 1.1(a)(1)(B); (3C) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold includingfurniture, specificallyfixtures, without limitationleasehold improvements, those vials equipment and other items of tangible personal property listed on Schedule 1.1(a)(3located at the Transferred Branches (but only to the extent that they are located at the Transferred Branches), including “Specialty Assets” but excluding “Leased Data Management Equipment” (each as defined in the Primary P&A Agreement) (collectively, the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.

Transferred Assets. Except as On the terms and subject to any Excluded Assetsthe conditions set forth in this Agreement and subject to the exclusions set forth in Section 2.2(b), Sellers hereby agree to contributeat the Closing, the Company shall sell, convey, grantassign, assign transfer and transferdeliver, to the Acquiror (or, in the case of certain of the Transferred Assets to the extent designated by the Acquiror, certain designated Affiliates of the Acquiror), and the Acquiror shall purchase, acquire and accept from the Company (or, in the case of certain of the Transferred Assets to the extent designated by the Acquiror, to cause the Acquiror’s designated Affiliates to purchase, acquire and accept), all of the Company’s right, title and interest, in each case free and clear of Liens, Claims, interests and Encumbrances, each as defined all Liens other than Permitted Liens (but specifically excluding any Liens arising from or related to those Liens set forth in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b1.1(f) of the Bankruptcy CodeDisclosure Schedule), dated October 8in, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, under the following assets, properties, rights leases, rights, interests, Contracts and privileges ownedclaims as the same shall exist immediately prior to the Closing (collectively, used or held for use by Sellers as described below (the “Transferred Assets”): (1i) All of Sellers’ interestall right, right title and title interest in and to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”)Business Owned Real Property; (2ii) The contracts all right, title and interest in and to the Business Leased Real Property pursuant to the Real Estate Leases; (iii) all Inventory, wherever held, including all Inventory in transit between sites; (iv) all trade accounts receivable and other receivables (including any claims, remedies and other rights related thereto) of the Company, whether or not billed, for Products sold prior to the Closing Date or associated with the Transferred Assets; (v) subject to Section 2.2(a)(xxii), all right, title and interest in and to each contract, lease, license, understanding, commitment or other agreement, whether oral or written (“Contracts”) that (A) relate exclusively to the Business, except to the extent any third-party consents required to be obtained prior to the Closing have not been obtained by the Company pursuant to the terms of Section 2.3, or (B) subject to Section 2.4, all Dividable Contracts solely to the extent Related to the Business, including those listed on Section 2.2(a)(v) of the Disclosure Schedule 1.1(a)(2) (collectively, the “Assumed Contracts”); (3vi) All vials subject to the Transitional Trademark License and to the terms of Advexin the Company IP Agreements, all right, title and interest owned by Sellers the Company in all Intellectual Property Related to the Business (the “Transferred IP”); (vii) all transferable Permits that are owned by the Company and necessary to conduct the Business as currently conducted; (viii) other than any Excluded Assets of the type described in Section 2.2(b)(xii) below, and subject the terms of the Transition Services Agreement, all Business Books and Records, except to the extent constituting Intellectual Property, which is governed solely by Section 2.2(a)(vi); (ix) to the extent permitted by Law, all personnel and employment records that relate to a Transferred Employee, provided, that the Company shall be permitted to retain copies thereof; (A) all machinery, equipment and other items of personal property owned or leased by the Company, that (a) are located at the Facilities, the Business Owned Real Property or the Business Leased Real Property on the Closing Date, (b) are primarily related to the research and development projects of the Company with respect to the Business or Products or (c) as described on Section 2.2(a)(x) of the Disclosure Schedules and (B) all vehicles, furniture, fixtures, supplies, spare parts, dies, molds, tools and office equipment, whether owned or leased, in each case located at the Facilities, the Business Owned Real Property or the Business Leased Real Property on the Closing Date (collectively, the “Equipment”) and all warranties and guarantees, if any, express or implied, existing for the benefit of the Company in connection with the Equipment to the extent transferable and Related to the Business; (xi) all commitments and orders from third parties (subject to the terms and conditions of such commitments and orders) for the purchase of Products, raw materials, Equipment or other goods and services that have not been received as of the Closing; (xii) all of the Company’s sales and promotional materials, catalogs, pamphlets, brochures, advertising materials, directories and other publications solely to the extent Related to the Business, and plates, copy engravings, photographs and other materials used in the printing or production of any such items solely to the extent Related to the Business, except in each case to the extent that the Company is required by law or regulation to retain the same and except to the extent constituting Intellectual Property, which is governed solely by Section 2.2(a)(vi) above; (xiii) to the extent transferable as permitted by GS1 US, universal product codes used on Products, except for the Excluded UPC Codes; (xiv) all intercompany receivables from the Company or its Subsidiaries Relating to the Business; (xv) all rights of the Company to bring an Action and to obtain damages, refunds, rights of recovery, rights of setoff and rights of recoupment of any kind relating to any infringement of any Intellectual Property Related to the Business and accruing or arising at any time prior to, on or after the Closing Date; (xvi) all expenses to the extent Related to the Business that have been prepaid by the Company, including lease and rental payments; (xvii) all property and casualty insurance proceeds received or receivable in connection with the damage or destruction of any asset that is included in the Transferred Assets or would have been included in the Transferred Assets but for such damage or destruction and proceeds received or receivable in connection with products liability insurance policies of the Company or its Subsidiaries, in respect of Products sold on or prior to the Closing Date; (xviii) assets of the Company Pension Plan, as contemplated by, and in accordance with, Section 6.5; (xix) all refunds, deposits or over-payments Related to the Business prior to the Closing Date; (xx) to the extent located at the Facilities, the Business Owned Real Property or the Business Leased Real Property or in the possession of any Transferred Employees, all laptops, PCs and monitors, computer hardware and other systems hardware and networking and communications assets, including servers, databases, backups and peripherals, and including, subject to Section 2.4, any such items that are Dividable Contracts; provided, that notwithstanding the foregoing, in no event shall any Software be a Transferred Asset; (xxi) all sales and use Tax certificates of, as well as all exemption certificates collected for sales and use Tax purposes by, the Company and its Subsidiaries Related to the Business; (xxii) (A) all confidentiality agreements pursuant to which the Company has disclosed confidential information Related to the Business and which were executed within the twelve months prior to the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3(B) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other confidentiality agreements effecting or related relating to the equity interest in VirRx; Inc., sale of the Business (but subject only to any restrictions on transfer set forth in any the extent such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect agreements protect the transferconfidential information of the Business itself); and (5xxiii) All other than any Excluded Assets, all other assets, materialsproperties or rights of every kind and description, propertieswherever located, rights whether personal or mixed, tangible or intangible, that are owned by the Company or any of its Affiliates and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating Related to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceBusiness.

Transferred Assets. Except as At the Closing, and subject to any Excluded Assetsthe terms and conditions set forth herein, Sellers hereby agree to contributeSeller will sell, conveyassign, granttransfer, assign convey and transferdeliver, free and clear of all Liens (other than Permitted Liens), Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the ClosingPurchaser, and Buyer hereby agrees to Purchaser will purchase, acquire and accept from Sellers at the ClosingSeller all right, title, interest and obligations of Seller in, to, and under all of the following assets, properties, rights rights, Contracts and privileges ownedclaims of Seller, used wherever located, whether tangible or held for use by Sellers as described below intangible, real, personal or mixed, including any Accrued Interest and Fees thereon (the “Transferred Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual real property rights listed on Schedule 1.1(0(1) 2.1(a)(1), and related improvements and fixtures, together with all assignable real property rights, benefits and appurtenances pertaining thereto (collectively, the “Transferred Intellectual Property RightsReal Property”); (2) The contracts subject to the receipt of any required third-party consents, the real property leases, subleases, licenses or other Contracts listed on Schedule 1.1(a)(22.1(a)(2) (the “Assumed ContractsReal Property Leases”); (3) All vials of Advexin the furniture, equipment (including ATMs), materials and supplies identified on Schedule 2.1(a)(3), as updated pursuant to Section 7.7, owned by Sellers Seller and located at the Business Premises, as of the date of this Agreement and not previously sold includingClosing Date (collectively, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All subject to the receipt of Sellers’ equity interest any required third-party consents, the Contracts associated with the furniture, equipment, materials and supplies leased by Seller as of the Closing Date and located at the Business Premises, as listed on Schedule 2.1(a)(4), as updated pursuant to Section 7.7 (collectively, the “Personal Property Leases”); (5) subject to the receipt of any required third-party consents, all licenses and/or permits and pending applications therefor with respect to any of the Transferred Real Property and Transferred Personal Property, if any; (6) the Loans (including any servicing and other rights relating thereto of Seller) made or purchased by Seller in VirRx; Inc.connection with the Transferred Operations that are listed on Schedule 2.1(a)(6), a Delaware corporationas updated pursuant to Section 7.7, which is understood together with all Credit Documents and Contracts defining or evidencing the rights and obligations of, or executed or delivered by, obligors in connection with such Loans and including all obligations to be a 49% interest, make additional extensions of credit thereunder and all related collateral and security interests securing such Loans, but excluding any Excluded Loans (collectively, the “Transferred Loans”); the Parties agree that no Excluded Loans shall be included in the Transferred Loans; (7) all safe deposit Contracts and leases for safe deposit boxes located at the Branches other than agreements relating to Escheat Deposits as of Seller’s the Closing Date (the “Safe Deposit Agreements”); (8) subject to the receipt of any required third-party consents, the Letters of Credit issued by Seller that are listed on Schedule 2.1(a)(8), 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 Affiliate of Seller in connection therewith (collectively, the “Assumed Letters of Credit”), in each case, as updated pursuant to Section 7.7; (9) subject to the receipt of any required third-party consents, the rights of Seller with respect to the operating Contracts under any shareholder agreementswhich goods or services are provided exclusively in connection with the Transferred Operations as conducted at the Branches and that are listed on Schedule 2.1(a)(9) (the “Assumed Contracts,” and, investment contracts or together with the Real Property Leases, Personal Property Leases, Safe Deposit Agreements and Assumed Letters of Credit, the “Assumed Agreements”); (10) all books, records and other agreements effecting or data (the “Transferred Books and Records”) to the extent primarily related to the equity interest Transferred Operations, Transferred Assets and Assumed Liabilities, including all files (including suspicious activity reports to the extent permitted by Applicable Law), customer and supplier lists, mailing lists, accounting records, documentation or records primarily relating to the Transferred Operations or the administration of the Assumed Agreements and the Assumed Deposits, real property files with respect to Transferred Real Property and Real Property Leases (including lease documentation, maintenance records, plans and permits, to the extent in VirRxthe possession of Seller), Banking Customer account statements and imaged copies of checks for the seven- (7)-year period prior to the Closing Date, account histories for the three- (3)-month period prior to the Closing Date from Seller’s core processing system (including imaged copies of checks to the extent available thereon), catalogs, printed materials and all technical and other data relating to the Transferred Operations in each case to the extent such items are under the control or possession of, and reasonably available to (or can be obtained without unreasonable expense or burden by), Seller, other than (A) corporate minute books and, except for Forms W-8 and W-9 and similar tax forms provided to Seller by customers of the Transferred Operations, income tax records of Seller or any of its Affiliates, (B) personnel files and records of Retained Employees, (C) books and records to the extent relating to accounts that have terminated prior to Closing and (D) all books, records and other data (x) that cannot, without unreasonable effort or expense, be separated from books and records maintained by Seller or its Affiliates in connection with the Retained Businesses or to the extent that such books, records and other data primarily relate to Excluded Assets or Excluded Liabilities or (y) regarding Business Employees who do not become Transferred Operations Employees; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will Seller and its Affiliates shall have the right to retain copies of all books, records and other data that are part of the Transferred Operations, Transferred Assets or the Assumed Liabilities to the extent reasonably necessary for, and solely for use commercially reasonable efforts in connection with, tax, regulatory, litigation or other non-competitive legitimate purposes; provided, further, that such retained books, records and other data shall be subject to resolve any transfer restrictions and effect the transfer; andconfidentiality obligations set forth in Section 7.5; (511) All other assetsall U.S. and foreign cash on hand at the Branches at the Effective Time, materialsincluding vault cash, propertiespxxxx cash, tellers’ cash, prepaid postage, bank orders, checks, certified checks and cash equivalents (exclusive of the contents of any safe deposit boxes), as determined by a cash count to be mutually conducted by Seller and Purchaser (including any cash contained in ATMs at the Business Premises) (the “Cash on Hand”); (12) accrued income receivable and accounts receivable of Seller to the extent arising from the Transferred Assets or the Transferred Operations and existing as of the Closing Date (the “Banking Receivables”), as set forth on the general ledger of Seller maintained in the ordinary course of business of Seller in accordance with the internal controls and procedures of Seller, consistently applied; (13) all prepaid charges and fees of Seller to the extent related to the Transferred Assets or the Transferred Operations and existing as of the Closing Date (the “Prepaid Expenses”) and all Security Deposits, as set forth on the general ledger of Seller maintained in the ordinary course of business of Seller in accordance with the internal controls and procedures of Seller, consistently applied; (14) the Transferred Overdrafts; (15) the Transferred Debit Card Rewards Program Accounts; (16) subject to the receipt of any required third-party consents, any income, commissions, compensation or allowances receivable or payable after the Effective Time in respect of annuities (including additional premium payments thereto after the Effective Time) sold by Seller or any of its Subsidiaries in the conduct or operation of the Transferred Operations until the Effective Time; (17) any and all rights of Seller and privileges ownedits Subsidiaries that are by their terms transferrable and that have arisen, controlledor that arise, used under or pursuant to warranties, representations, indemnifications, reimbursement agreements, letters of credit, insurance policies to the extent held for use by Sellers the benefit of Seller or its Subsidiaries in connection with the Transferred Intellectual Property RightsOperations or guaranties in favor of Seller or its Subsidiaries or made for the benefit of Seller or its Subsidiaries by their respective customers, the Assumed Contracts and the Transferred Personal Propertypredecessors in interest, suppliers, vendors, or Affiliates of any of the foregoing, to the extent relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Transferred Assets or Programsthe Assumed Liabilities, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense in either case with respect to such Assets the period following the Closing; and (18) the benefits, rights, rights of action and maintaining any license required to be maintained for such sublicense to surviveclaims (express or implied) to give Buyer the benefits extent related to the Assumed Liabilities and, unless associated with an Excluded Liability or other Liability for which Seller is responsible for indemnifying Purchaser pursuant to Article XII of such this Agreement, the Transferred Assets for no additional consideration beyond acquired and assumed by Purchaser pursuant to the Purchase Priceterms of this Agreement.

Transferred Assets. Except (a) Subject to the terms and conditions of this Agreement and in consideration of the obligations of the Buyer as to any provided herein, and except for the Excluded AssetsAssets as provided in Section 1.02 hereof, Sellers hereby agree to contributeat the Closing, conveythe Seller shall sell, assign, transfer, grant, assign bargain, deliver and transferconvey to the Buyer, free and clear of all Liens, Claimsother than Permitted Liens, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights right, title and interest in, to and under any shareholder agreementsthe Business, investment contracts as a going concern, and all assets owned or other agreements effecting or related to leased and used by the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers Seller in connection with or arising out of the Business of every type and description, real or personal, tangible and intangible, wherever located and whether or not reflected on the books and records of the Seller (hereinafter sometimes collectively referred to as the “Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“ProgramsAssets”), other than the Excluded Assetsincluding, but not limited to: (i) all tangible personal property, including but not limited to trademarksthe Equipment, regulatory filings furniture and vehicles set forth in Schedule 1.01(a)(i) to the Disclosure Schedule; (ii) all Inventories, including the Inventories set forth in Schedule 1.01(a)(ii) to the Disclosure Schedule; (iii) all cash, accounts receivable and other rights to payment from customers of Seller, including the accounts receivable set forth in Schedule 1.01(a)(iii) to the Disclosure Schedule; (iv) the Proprietary Information, including but not limited to the name “Rocky Mtn. Supply” or any derivative thereof, and the names of the customers and suppliers of the Business; (v) all Contracts and Other Agreements, including but not limited to (A) all rights of Seller under non-disclosure or confidentiality agreements, non-compete or non-solicitation agreements with former employees, Transferred Employees and agents of Seller or with third Persons to the extent relating to the Business or the Transferred Assets and (B) all rights of Seller under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent relating to products sold and services provided to Seller or to the extent affecting any Transferred Assets or the Business (but specifically excluding warranties, representations and guaranties specifically and solely relating to any Excluded Assets or Retained Liabilities); (vi) [intentionally omitted]; (vii) to the to the extent assignable, all prepaid expenses, deposits and similar assets of Seller, including but not limited to customer deposits, security for rent, electricity, telephone or other utilities and prepaid charges and expenses including prepaid rent and any prepaid items shown on Seller’s November 30, 2007 Financial Statements relating to the Transferred Assets and the Business; (viii) all documents that are related to the Business, including but not limited to documents relating to products, services, marketing, advertising, promotional materials, Proprietary Information, personnel files of the Transferred Employees and all files, customer files and related documents (including credit information), supplier lists, records, literature and correspondence, clinicalto the extent permitted by law to be assigned and transferred; (ix) to the extent assignable, preclinical all permits, including but not limited to environmental permits used by Seller in the Business and other data, documentation, biological materials, tangible research materialsall permits necessary to conduct the Business as currently conducted, and rights arising under all rights, and incidents of interests therein; (x) all supplies and computer equipment owned by Seller and used or relating to any held for use in connection with the Transferred Assets and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative the Business; (xi) to the extent not used to repair or replace any Transferred Assets, all rights to third-party property and casualty insurance proceeds to the extent receivable in respect of property or assets that would otherwise be Transferred Assets; and (xii) all other intangible assets of Seller, if any, associated with the Transferred Assets and the Business. (b) The Seller shall use its reasonable efforts to obtain, or Programsas the case may be assist the Buyer in obtaining, and rights or claims arising thereundersuch consents of third parties as are necessary for the assignment of the Transferred Assets; provided, however, that Seller shall not be required to pay any amounts in respect of obtaining such consents. To the extent that any of the Transferred Assets for whatever reason are not assignable or consents to the assignment thereof cannot be conveyedobtained as herein provided, assigned or transferred such Transferred Assets shall be held by Sellers to the Seller in trust for the Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense and any obligations with respect thereto shall be performed by the Buyer in the name of the Seller and all benefits and obligations derived thereunder shall be for the action of the Buyer. The Seller shall, at the request of the Buyer, enforce in a reasonable manner, at the cost of and for the account of the Buyer, any and all rights of the Seller against such third party relating to any such Assets and maintaining any license required Transferred Assets. Seller shall promptly pay over to be maintained for such sublicense to survive) to give the Buyer the benefits all money or other consideration received by it in respect of such entitlement. (c) The Seller shall also notify each Person which may have possession of the Transferred Assets for no additional consideration beyond on the Purchase PriceClosing Date of the transfer of such Transferred Assets to the Buyer.

Transferred Assets. Except as to any Excluded Assets(a) As of the Effective Time and upon the terms and conditions set forth herein, Sellers hereby agree to contributeSeller will sell, conveyassign, grant, assign and transfer, free convey and clear of Liens, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion deliver to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the ClosingPurchaser, and Buyer hereby agrees to accept Purchaser will purchase from Sellers at the ClosingSeller, the following assetsassets at the Branch Offices, properties, rights and privileges owned, used or held for use by Sellers except as described otherwise excluded from sale pursuant to the provisions of subsection (b) below (collectively, the “"Transferred Assets”"): (1) All subject to Section 2.10 hereof, all of Sellers’ interestSeller's transferable right, right title and title interest in and to all real estate and improvements thereon at the patents Branch Offices, but not including any leasehold estates covered by subsection (3) below, together with all rights and related intellectual property rights appurtenances pertaining thereto (as listed on Schedule 1.1(0(1) (Exhibit 2.1(a)(1), the “Transferred Intellectual Property Rights”"Real Property"); (2) The contracts the furniture, fixtures, leasehold improvements, equipment and other tangible personal property located on or affixed to the Real Property or located at leased Branch Office locations (as listed on Schedule 1.1(a)(2) (Exhibit 2.1(a)(2), and subject to adjustment as a result of changes in the “Assumed Contracts”ordinary course of business of the Branch Offices, the "Personal Property"); (3) All vials all assignable leases affecting the Branch Offices, including (i) all leases of Advexin owned by Sellers real property and space in Real Property where Seller is the lessee (as listed on Exhibit 2.1(a)(3)(i), the "Real Property Leases"), (ii) any leases of real property and space in Real Property where Seller is a lessor (as listed on Exhibit 2.1(a)(3)(ii), the "Tenant Leases") and (iii) all leases for equipment located at the Branch Offices (as listed on Exhibit 2.1(a)(3)(iii), and subject to adjustment as a result of changes in the ordinary course of business of the date of this Agreement and not previously sold includingBranch Offices, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”"Equipment Leases"); (4) All all safe deposit contracts and leases for the safe deposit boxes located at the Branch Offices as of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interestthe Effective Time (as listed on Exhibit 2.1(a)(4), and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth adjustment as a result of changes in any such agreementsthe ordinary course of business of the Branch Offices, provided, however, that Sellers will use commercially reasonable efforts the "Safe Deposit Contracts"); (5) all Loans transferred pursuant to resolve any transfer restrictions and effect the transferSection 2.4; and (56) All other all coins and currency located at the Branch Offices as of the Effective Time (the "Coins and Currency"). (b) Excluded from the assets, materialsproperties and rights being transferred, properties, rights conveyed and privileges owned, controlled, used or held for use by Sellers in connection with assigned to Purchaser under this Agreement are (i) the Transferred Intellectual Property Rights, the Assumed Contracts proprietary merchandising equipment and the Transferred Personal Property, or relating to the programs other assets listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.Exhibit 2.1

Transferred Assets. Except (a) Subject to the terms and conditions of this Agreement and in consideration of the obligations of the Buyer as to any Excluded Assetsprovided herein, Sellers hereby agree to contributeand except as otherwise provided in SECTION 1.2 hereof, conveyat the Closing, the Seller shall sell, assign, transfer, grant, assign bargain, deliver and transferconvey, and Weatherford shall cause to be sold, assigned, transferred, granted, bargained, delivered and conveyed, to the Buyer, free and clear of all Liens (other than Permitted Liens), Claimsthe Seller's and the Affiliated Companies' entire right, interests title and Encumbrancesinterest in, each to and under the Business, as defined in a going concern, and all assets owned or used by the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) Seller or any of the Bankruptcy CodeAffiliated Companies in connection with or arising out of the Business of every type and description, dated October 8tangible and intangible, 2009, as wherever located and whether or not reflected on the same may be amended pursuant to Section 3.2 below books and records of the Seller (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following all of such assets, properties, rights and privileges ownedbusiness being hereinafter sometimes collectively referred to as the "Transferred Assets"), used or held for use by Sellers as described below including, but not limited to, (i) the Equipment, including the Equipment set forth in SECTION 1.1(A)(I) of the Disclosure Schedule; (ii) all Inventories, including the Inventories set forth in SECTION 1.1(A)(II) of the Disclosure Schedule; (iii) all accounts and notes receivable relating to the Business (the “Assets”):"Accounts Receivable"), including the Accounts Receivable set forth in SECTION 1.1(A)(III) of the Disclosure Schedule; (1iv) All all Real Property, including the Real Property set forth in SECTION 1.1(A)(IV) of Sellers’ interestthe Disclosure Schedule; (v) the Leasehold Interests, right including the Leasehold Interests set forth in SECTION 1.1(A)(V) of the Disclosure Schedule; (vi) all Proprietary Information, including the Proprietary Information set forth in SECTION 1.1(A)(VI) of the Disclosure Schedule; (vii) subject to SECTION 1.1(B) hereof, the benefit of all unfilled or outstanding purchase orders, sales contracts, other commitments and title contracts to which the Seller is entitled on the Closing Date and that relate to the patents and related intellectual property rights listed on Schedule 1.1(0(1) Business (the “Transferred Intellectual Property Rights”"Entitlements"); (2viii) The contracts listed on Schedule 1.1(a)(2) (all prepaid expenses and deposits made by the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related Seller relating to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transferBusiness; and (5ix) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection any goodwill associated with the Transferred Intellectual Property Rights, Business. (b) The Seller shall use its best efforts to obtain such consents of third parties as are necessary for the Assumed Contracts and assignment of the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Transferred Assets for whatever reason are not assignable by the terms thereof or for which consents to the assignment thereof cannot be conveyedobtained as provided herein, assigned the Transferred Assets shall be held by the Seller in trust for the Buyer and shall be performed by the Buyer in the name of the Seller and all benefits and obligations derived thereunder shall be for the account of the Buyer; provided, however, that where entitlement of the Buyer to any of the Transferred Assets that are not assignable by the terms thereof or transferred for which consents to the assignment thereof cannot be obtained as provided herein is not recognized by Sellers to Buyer any third party, the Seller shall, at the request of the Buyer, enforce in a reasonable manner, at the cost of the Seller and for the account of the Buyer, any and all rights of the Seller against such third party. (c) The Seller shall also notify each Person that may have possession of the Transferred Assets at the Closing (other than Additional Contracts which are dealt with separately herein)Date, Sellers hereby agree to take such actions requested whether by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer consignment or otherwise, of the benefits transfer of such Transferred Assets for no additional consideration beyond to the Purchase PriceBuyer. (d) All representations, warranties, covenants and agreements of the Seller in this Agreement shall be deemed to include representations and warranties made by Weatherford on behalf of the Affiliated Companies and covenants and agreements of Weatherford to cause each of the Affiliated Companies to abide by the covenants and agreements of the Seller hereunder.

Transferred Assets. Except (a) Subject to the terms and conditions of this Agreement and in consideration of the obligations of the Buyer as to any Excluded Assetsprovided herein, and except as otherwise provided in Section 1.2 hereof, at the Closing, the Sellers hereby agree to contributeshall sell, conveyassign, transfer, grant, assign bargain, deliver and transferconvey, and CWII shall cause to be sold, assigned, transferred, granted, bargained, delivered and conveyed, to the Buyer, free and clear of all Liens, Claimsexcept Permitted Liens, interests the Sellers' and Encumbrancestheir Affiliates' entire right, each title and interest in, to and under the Business, as defined a going concern, and all assets owned or used by the Sellers or their Affiliates (other than Excluded Assets) in the Order Approving Debtors’ Motion connection with, relating to Sell Property Under Section 363(b) or arising out of the Bankruptcy CodeBusiness of every type and description, dated October 8tangible and intangible, 2009, as wherever located and whether or not reflected on the same may be amended pursuant to Section 3.2 below books and records of any Seller (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following all of such assets, properties, rights and privileges ownedbusiness collectively referred to as the "Transferred Assets"), used or held for use by Sellers as described below (the “Assets”):including, but not limited to: (1i) All all Equipment, including the Equipment set forth in Section 1.1(a)(i) of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”)Disclosure Schedule; (2ii) The contracts listed on Schedule 1.1(a)(2all Inventories, including the Inventories set forth in Section 1.1(a)(ii) (of the “Assumed Contracts”)Disclosure Schedule; (3iii) All vials of Advexin owned by Sellers as all cash, cash equivalents and Accounts Receivable, including the Accounts Receivable set forth in Section 1.1(a)(iii) of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”)Disclosure Schedule; (4iv) All all Proprietary Information, including the Proprietary Information set forth in Section 1.1(a)(iv) of Sellers’ equity interest the Disclosure Schedule; (v) all Real Property, including the Real Property set forth in VirRx; Inc.Section 1.1(a)(v) of the Disclosure Schedule; (vi) subject to Section 1.1(b) hereof, a Delaware corporationthe benefit of all unfilled or outstanding purchase orders, sales or service contracts, other commitments, contracts, engagements and leases to which any Seller is understood entitled at the Closing and which relate to be a 49% interestthe Business but excluding the Third Party Debt (the "Entitlements"), and all of Seller’s rights under which Entitlements are set forth in Section 1.1(a)(vi) of the Disclosure Schedule; (vii) all of the Sellers' rights, title and interests in any shareholder agreementspermits, investment contracts licenses, approvals, registrations, or other agreements effecting authorizations, including Environmental Permits, issued by or obtained from any Governmental Entity with respect to the Business, other than permits, licenses, approvals, registrations, or other authorizations related to the equity interest in VirRx; Inc., but subject Excluded Assets; (viii) all prepaid expenses and deposits made by Sellers and their Affiliates relating to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transferBusiness; and (5ix) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection any goodwill associated with the Transferred Intellectual Property Rights, Business. (b) The Sellers and each of the Assumed Contracts and Shareholders shall use their best efforts to obtain such consents of third parties as are necessary or advisable for the assignment of the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Transferred Assets for whatever reason are not assignable by the terms thereof or consents to the assignment thereof cannot be conveyedobtained as provided herein, assigned or transferred the Transferred Assets shall be held by the Sellers to in trust for the Buyer at Closing (other than Additional Contracts which are dealt with separately herein)and shall be performed by the Buyer in the name of the Sellers and all benefits and obligations derived thereunder shall be for the account of the Buyer; provided, Sellers hereby agree to take such actions requested by however, that where entitlement of the Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Transferred Assets hereunder is not recognized by any third party, the Sellers and maintaining the Shareholders shall, at the request of the Buyer, enforce in a reasonable manner, at the cost of and for the account of the Buyer, any license required to be maintained for and all rights of each Seller against such sublicense to survivethird party. (c) to give Buyer Within three days of the benefits Closing Date, the Sellers and the Shareholders shall notify each Person which may have possession of any of the Transferred Assets at the Closing Date, whether by consignment or otherwise, of the transfer of such Transferred Assets for no additional consideration beyond to the Purchase PriceBuyer.

Transferred Assets. Except as to any Excluded Assets, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear (a) As of Liens, Claims, interests and Encumbrances, each the Effective Time (as defined in Section 3.1 below) and upon the Order Approving Debtors’ Motion terms and conditions set forth herein, Sellers will sell, assign, transfer, convey and deliver to Sell Property Under Section 363(b) of Purchasers, and Purchasers will purchase from Sellers, the Bankruptcy Code, dated October 8, 2009, following assets at the Banking Centers except as the same may be amended otherwise excluded from sale pursuant to Section 3.2 the provisions of Subsection 2.1 (b) below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “"Transferred Assets”"): (1) All subject to Section 2.10 hereof, all of Sellers’ interest' transferable right, right title and title interest in and to all real estate and improvements thereon at the patents Banking Centers, but not including any leasehold estates covered by sub-section (3) below, together with all rights and related intellectual property rights listed on Schedule 1.1(0(1) appurtenances pertaining thereto (the “Transferred Intellectual Property Rights”"Real Property"); (2) The contracts listed the furniture, fixtures, leasehold improvements, equipment and other tangible personal property located on Schedule 1.1(a)(2) or affixed to the Real Property or located at leased Banking Center locations, including any of such items on order at the Closing or subject to the terms of any Equipment Leases (the “Assumed Contracts”"Personal Property"); (3) All vials all assignable leases affecting the Banking Centers, including all leases of Advexin owned by real property and space in real property where Sellers as of are the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) lessee (the “Transferred Personal Property”"Real Property Leases"), any leases of real property and space in real property where Sellers are a lessor (the "Tenant Leases") and all leases for equipment (the "Equipment Leases"), and those assignable, stand-alone software licenses and leases acceptable to Purchasers (the "Software Licenses"); (4) All all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood the Effective Time (the "Safe Deposit Contracts"); (5) all Loans transferred pursuant to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transferSection 2.4; and (6) all coins and currency located at the Banking Centers as of the Effective Time (the "Coins and Currency"). (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchasers under this Agreement are (1) the proprietary merchandising equipment and other assets listed on EXHIBIT 2.1(b) hereto, (2) Sellers' rights in and to the names "NationsBank" and "Barnxxx" xxd any of their predecessor banks' names and any of Sellers' or Sellers' predecessors' corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, (3) residential mortgage servicing rights for 1-4 family residential mortgages loans at the Banking Centers, (4) any regulatory licenses or any other nonassignable licenses and permits, (5) All other assetstrust, materialsbrokerage, properties, rights mutual fund and privileges owned, controlled, used similar relationships and (6) proprietary NationsBank or held for use by Barnxxx xxxtware (the "Excluded Assets"). Sellers in connection shall coordinate with Purchasers to remove the Transferred Intellectual Property Rights, Excluded Assets from the Assumed Contracts and the Transferred Personal Property, Banking Centers on or relating prior to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than Effective Time. Sellers shall remove the Excluded Assets at their own cost and using their reasonable efforts to attempt to minimize any damage as a result of such removal. Apart from making any repairs necessitated by Sellers' negligence in removing the Excluded Assets, including but not limited Sellers shall be under no obligation to trademarksrestore the premises to their original condition, regulatory filings which shall be the responsibility of Purchasers. (c) Except for data provided pursuant to Sections 2.3, 2.4, 2.5 and correspondence2.6, clinical, preclinical all RMMS (as defined below) data and information and any copies or extracts thereof or other data, documentation, biological materials, tangible research materialsdata or analyses delivered therefrom, and all internal reports and data relating to, containing or derived from the operating results of Barnxxx xxx its affiliates or any subsidiary or division or line of business thereof, whether contained in books, records or other paper format, accessed through the computer and data processing systems of Barnxxx xxx its affiliates, or otherwise in the possession of Barnxxx xx Sellers, shall remain solely the property of Sellers, and nothing contained in this Agreement shall be construed as transferring to or vesting in Purchasers or any of Purchasers' affiliates any right or interest in or to such data and information or to grant to Purchasers any ongoing rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any use of the Assets for whatever reason are not RMMS or cannot data derived therefrom. Purchasers acknowledge that Sellers shall be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree entitled to take all such steps prior to or following the Closing as shall be necessary in Sellers' sole discretion to effect the foregoing, including taking such actions requested by Buyer as may be reasonably are necessary (including but not limited to granting Buyer a sublicense with respect ensure that all access to such Assets and maintaining information at the offices of Sellers shall be terminated as of the Closing. Purchasers shall promptly return to Sellers any license required to be maintained for such sublicense to survive) to give Buyer information or data described herein, which remains at any facilities transferred hereunder following the benefits of such Assets for no additional consideration beyond the Purchase PriceClosing.

Transferred Assets. Except as Subject to any Excluded Assetsthe terms and conditions hereof, Sellers hereby agree to contributeSeller shall sell, convey, grantassign, assign transfer and transferdeliver, or procure to be sold, conveyed, assigned, transferred and delivered, to Buyer, free and clear of any Liens, Claimsother than Permitted Liens, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) all of the Bankruptcy Coderight, dated October 8, 2009, as the same may be amended pursuant title and interest of Seller in and to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets(collectively, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1a) All the Owned Real Property; (b) the Plant and Equipment; (c) the Transferred Split Rights; (d) the Whakatane Intellectual Property; (e) the Inventory; (f) the Improvements on the Owned Real Property; (g) the authorizations of Sellers’ interest, right and title Governmental Authorities applicable to the patents and related intellectual property rights listed operation of the Mill that are set forth on Schedule 1.1(0(1Section 2.1(g) of the Seller Disclosure Letter (the “Transferred Intellectual Property RightsGovernmental Consents”); (2h) The contracts listed on Schedule 1.1(a)(2) the rights and entitlements of Seller under or relating to all Contracts exclusively used in the Business that continue beyond the Closing Date, together with any new, varied or replacement Contracts, entered into by Seller between the date hereof and the Closing Date and in accordance with Section 5.2 that are exclusively used in the Business (collectively, the “Assumed Business Agreements”) including, for the avoidance of doubt, any accrued advances and/or credits under such Contracts”); (3i) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”)Business Records; (4j) All goodwill associated with the Business; (k) all accounts receivable, other than accounts receivable owing from Affiliates of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, Seller that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transferdo not constitute Intergroup Trade Receivables; and (5l) All unfulfilled or partially filled supplier orders or rights against suppliers or other assets, materials, properties, rights and privileges owned, controlled, used or held third parties; and (i) all information technology software developed by the Mill for use by Sellers in connection the Business and (ii) existing licenses with respect to MOPS, Sensotronic, CubeIQ, Autocad and PABX licenses (which licenses, for the Transferred Intellectual Property Rightsavoidance of doubt, the Assumed Contracts and the Transferred Personal Propertyshall be treated as Business Agreements for all purposes hereunder); but, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”)in each case, other than excluding the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.

Transferred Assets. Except as Upon the terms and subject to any Excluded Assetsthe conditions set forth in this Agreement, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear of Liens, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, Seller shall contribute, transfer, assign, convey and Buyer hereby agrees deliver to the Company, and the Company shall acquire and accept from Sellers at Seller all of Seller’s right, title and interest in and to all of the ClosingAssets of Seller as they exist on the Closing Date other than the Excluded Assets (collectively, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Transferred Assets”):). Without limiting the foregoing, “Transferred Assets” includes: (1a) All all capital stock of, or other equity interests in, any Person (including the Business Subsidiaries) owned directly by Seller (other than such capital stock or other equity interests that are Excluded Assets); Table of Sellers’ interestContents (b) all Assets with respect to all Benefit Plans and all Non-U.S. Benefit Plans; (c) all rights, right and title defenses, claims, demands, actions or causes of action to the patents extent resulting from, related to or arising out of the Transferred Assets; (d) the License Agreement and related intellectual property rights listed all Intercompany Agreements, other than those set forth on Schedule 1.1(0(11.2(n); and (e) all rights of Seller with respect to cash and cash equivalents held in escrow or similar arrangements in connection with the acquisitions set forth on Schedule 1.1(e) (the “Transferred Intellectual Property RightsAcquisition Holdback Cash”); . Notwithstanding the foregoing, (2i) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement Seller may contribute, transfer, assign, convey and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood deliver to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts one or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), more Business Subsidiaries other than the Excluded Company all or a portion of the Transferred Assets, and the Company shall cause such other Business Subsidiary or Business Subsidiaries to acquire and accept from Seller such Transferred Assets; provided, that any such contribution, transfer, assignment, conveyance or delivery may not be effected without Purchaser’s prior written consent if it is or could reasonably be expected to be adverse (as compared to a contribution, transfer, assignment, conveyance or delivery to the Company) to the Business Subsidiaries, the Business, Purchaser or any of its Subsidiaries (including but from a Tax perspective or otherwise) or the Transactions; provided, further, that if the adverse impact is reasonably expected to be only de minimis in nature, then Purchaser’s prior written consent shall not limited to trademarks, regulatory filings be required so long as Seller shall have consulted in good faith with Purchaser in advance and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or (ii) “Transferred Assets” shall not include Assets relating to any and all protective covenantTaxes, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot which shall be conveyed, assigned or transferred governed exclusively by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceSection 5.5.

Transferred Assets. Except as On the terms and subject to any Excluded Assetsthe conditions set forth in this Agreement and subject to the exclusions set forth in Section 2.02(b) and Section 2.03, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear of Liens, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, Seller shall and shall cause each other Seller Party to sell, convey, assign, transfer and deliver to Buyer, and Buyer hereby agrees to shall purchase, acquire and accept from Sellers at the Closingeach such Seller Party, all of such Seller Party’s right, title and interest in, to and under the following assets, rights and properties, rights and privileges ownedin each case, used or held for use by Sellers as described below other than the Transferred Equity Interests (collectively, the “Transferred Assets”): (1i) All of Sellers’ interest, right and title to the patents and related intellectual all owned real property rights listed on Schedule 1.1(0(12.02(a)(i) (the “Transferred Intellectual Property RightsOwned Real Property”) held by each Seller Party, together with (to the extent of such Seller Party’s interest therein) all improvements, facilities, fixtures and appurtenances thereto and all rights in respect thereof and all servitudes, easements, privileges, rights-of-way, development rights, air rights, other surface use agreements and water use and rights agreements related thereto; (ii) to the maximum extent permitted by the Bankruptcy Code or applicable Law, the leasehold interests listed on Schedule 2.02(a)(ii) under the real property leases, subleases or licenses (the “Transferred Leased Real Property”) held by each Seller Party and all rights in respect thereof (including all transferrable options and rights of first offer and/or refusal) and all tenements, hereditaments, appurtenances and other property rights appertaining thereto (the “Transferred Leases”); (2iii) The contracts listed on Schedule 1.1(a)(2) to the maximum extent permitted by the Bankruptcy Code, all Assumed Contracts (collectively with the Transferred Leases, the “Assumed Transferred Contracts”); (3iv) All vials of Advexin owned to the maximum extent permitted by Sellers as of the date of this Agreement and not previously sold includingBankruptcy Code or applicable Law, specificallyall Permits, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) including Environmental Permits (the “Transferred Personal PropertyPermits”); (4v) All all rights of Sellers’ equity interest in VirRxany Seller Party under non-disclosure or confidentiality, non-compete, or non-solicitation agreements with current and former employees and agents of any Seller Party or third party to the extent related to the Transferred Assets (or any portion thereof); (vi) to the maximum extent permitted by the Bankruptcy Code, all rights of any Seller Party under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors, to any Seller Party to the extent related to the Transferred Assets; (vii) to the maximum extent permitted by the Bankruptcy Code or applicable Law, all Business Intellectual Property (and the right to sue, bring claims and other Causes of Action for infringement, misappropriation or violation thereof) and Business Technology, including the Business Intellectual Property and Business Technology set forth on Schedule 2.02(a)(vii); Inc.Employee Plans; (viii) all assets, a Delaware corporationrights and properties of or relating to the Assumed (ix) the Transferred Books and Records; (x) all personal property and interests therein, which is understood to be a 49% interestincluding furniture, furnishings, office equipment, communications equipment, machinery, tools, tooling, vehicles, and other tangible personal property to the extent related to the Business, other than those described under Section 2.02(b)(xviii) or Section 2.02(b)(xx); (xi) all inventory wherever located, including all semi-finished and finished goods, raw materials, works in progress, packaging, supplies, tooling and parts, whether held at any location or facility of any Seller Party or in transit to any Seller Party, in each case, as of the Effective Time and related to the Business; (xii) goodwill of the Business; (xiii) all accounts receivable of the Business, which, for the avoidance of doubt, includes all of Seller’s the accounts receivable in the accounts that comprise “Accounts receivable, net” as referenced in Exhibit E; (xiv) all customer and supplier lists related to the Business; (xv) all rights, demands, claims, causes of action, prepayments, refunds, rights under of recovery, credits, allowances, rebates, or rights of setoff or subrogation and other claims of any shareholder agreementsof the Seller Parties against any Person (collectively, investment contracts or other agreements effecting “Causes of Action”) arising from any of the Transferred Assets or related to the equity interest Business, including any rights against third parties under Transferred Contracts other than those Causes of Action described in VirRx; Inc.Section 2.02(b)(iv), Section 2.02(b)(v), and Section 2.02(b)(vii); (xvi) the assets listed on Schedule 2.02(a)(xvi); (xvii) Cash (after taking into account all Cash of the Transferred Entities, but subject to any restrictions on transfer excluding Cash in the bank accounts set forth on Schedule 2.02(b)(xviii)) up to an amount equal to the Target Cash Amount; (xviii) to the maximum extent transferrable, all bank accounts related to the Business, other than those set forth on Schedule 2.02(b)(xviii); (xix) all prepaid expenses and deposits, to the extent related to the Business, other than (A) adequate assurance deposits posted in accordance with section 366 of the Bankruptcy Code and (B) those prepaid expenses and deposits set forth Schedule 2.02(b)(xvi); (xx) other than any such agreementsExcluded Assets, providedall other assets, howeverproperties or rights of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that Sellers will use commercially reasonable efforts are owned by a Seller Party and related to resolve any transfer restrictions and effect the transferBusiness; and (5xxi) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed maximum extent permitted by the Bankruptcy Code or applicable Law and subject to Section 6.13, all occurrence-based Insurance Policies set forth on Schedule 1.1(a)(52.02(a)(xxi) attached hereto (each, a “ProgramsTransferred Insurance Policies”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any ) and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that of any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense nature with respect to any such Assets Transferred Insurance Policy, including any recoveries thereunder and maintaining any license required rights to be maintained for assert claims seeking any such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Pricerecoveries.

Transferred Assets. Except as to any Excluded Assets, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear (a) As of Liens, Claims, interests and Encumbrances, each the Effective Time (as defined in Section 2.1) and upon the Order Approving Debtors’ Motion terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Sell Property Under Section 363(b) Purchaser, and Purchaser will purchase from Seller, all of the Bankruptcy Coderights, dated October 8title and interests of Seller in the following assets associated with the Banking Center and identified in this Agreement and the Exhibits hereto, 2009, as the same may be amended and not otherwise excluded from sale pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”provisions of Subsection 1.1(b): (1) All of Sellers’ interestsubject to Section 1.10, right the real property and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) all improvements thereon (collectively, the “Transferred Intellectual Property RightsReal Property”) at the Banking Center, together with all rights and appurtenances pertaining thereto; a more particular description of which is set forth on Exhibit 1.1(a)(1); (2) The contracts listed on Schedule 1.1(a)(2) except as provided in Section 1.1(b), the furniture, fixtures, security equipment, automated teller machines and other equipment and other tangible personal property owned by Seller and located at the Banking Center or used in conducting Seller’s business at the Banking Center (the “Assumed ContractsPersonal Property”); (3) All vials of Advexin owned by Sellers [OMITTED INTENTIONALLY] (4) all safe deposit contracts and leases for the safe deposit boxes located at the Banking Center as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) Effective Time (the “Transferred Personal PropertySafe Deposit Contracts”); (45) All all Overdraft Loans (as defined in Section 1.4(a)) transferred pursuant to Section 1.4; (6) all coins and currency located at the Banking Center as of Sellers’ equity interest the Effective Time (the “Coins and Currency”); (7) all merchant services accounts associated with Deposit Liabilities (as defined in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to Section 1.3(a)) located at the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transferBanking Center; and (58) all night depository contracts. (b) All other Excluded from the assets, materialsproperties and rights being transferred, propertiesconveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit 1.1(b) hereto, Seller’s rights in and privileges ownedto the name “Second Bank & Trust,” Planters Bank & Trust Company,” “StellarOne Corporation,” “StellarOne Bank,” “StellarOne,” and any variant thereof, controlledand any of Seller’s corporate logos, used trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or held for use by Sellers in connection trade names, and trade names and logos of third parties with the Transferred Intellectual Property Rightswhom Seller has contracted to provide services to its customers (together, the Assumed Contracts and “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Transferred Personal Property, Excluded Assets from the Banking Center on or relating prior to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”)Effective Time. Notwithstanding the foregoing provisions, other than Purchaser and customers of the Banking Center may continue to use night deposit bags containing such trademarks, trade names and logos, and any keys thereto, until Purchaser replaces them, which replacement Purchaser shall effect as promptly as practicable after the Effective Time. Except as otherwise expressly provided herein, Seller shall remove the Excluded Assets at its own cost, and shall make any repairs necessitated by removing the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.

Transferred Assets. Except as Subject to any Excluded Assetsthe terms and conditions herein, Sellers hereby and ------------------ in reliance upon the representations and warranties set forth in the Uniform Terms, the Companies and Parent agree to contributesell, convey, grantassign, assign transfer and transferdeliver to Purchasers, free and clear Purchasers agree to purchase and acquire all of Liensthe Companies' and Parent's right, Claims, interests title and Encumbrances, each as defined interest (but in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) case of the Bankruptcy Codereal property, dated October 8, 2009, as with the same may be amended pursuant title warranties called for herein) in and to Section 3.2 below (i) the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights properties and privileges owned, businesses of Companies and Parent used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Business, as a going concern, of every kind and description, located in the Restricted Territory whether tangible or intangible, real, personal or mixed, as such assets shall exist on the Closing Date, and (ii) all other assets, properties and businesses of Companies and Parent located outside the Restricted Territory and described in Schedule 2.2, which are used exclusively in the ------------ operation of the Business, whether tangible or intangible, real, personal or mixed, as such assets shall exist on the Closing Date (collectively the "Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”Assets"), other than excluding only the Excluded AssetsRetained Assets (as defined in Section 2.5 below), such transfer being deemed to be effective as of the Effective Time, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any to: (a) All of the Assets for whatever reason inventory and supplies that are not or cannot be conveyedowned by the Companies and used exclusively in the operation of the Business, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts the current categories and amounts of which are dealt with separately hereinset forth on Schedule 2.2(a); --------------- (b) All of the leases (including any capital leases), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (lease purchase arrangements and license agreements including but not limited to granting Buyer those set forth on Schedule 2.2(b) (the "Assigned Leases"); --------------- (c) All of the contracts, agreements, purchase orders and commitments including but not limited to those listed on Schedule 2.2(c) including the MSA --------------- or other similar related agreements with the Affiliated Practice (the "Assigned Contracts"); (d) All of the tangible personal property (including instruments, equipment, furniture and machinery) including but not limited to those listed on Schedule 2.2(d) ("Tangible Personal Property"); --------------- (e) Copies of all books and records of the Companies and Parent exclusively related to the Transferred Assets; (f) All rights under franchises, licenses, permits, certificates, approvals and other governmental authorizations owned by the Companies and related to the ownership of the Transferred Assets including but not limited to those listed on Schedule 2.2(f) (the "License Rights"), except for such License --------------- Rights that are not transferable, which non-transferrable License Rights are also set forth in Schedule 2.2(f); --------------- (g) The Companies' prepaid expenses, deposits and other similar items listed on Schedule 2.2(g); --------------- (h) The rights of the Companies under the MSA; (i) Good and indefeasible title in fee simple to full, undivided ownership in the real property identified on Schedule 2.2(i) attached hereto --------------- (collectively, the "Real Property") together with (i) all buildings, structures, fixtures, other improvements, construction, construction-in-progress, including without limitation, the construction-in-progress on the Real Property known as 0000 Xxxxxxxx Xxxxxxxxx, Houston, Texas (the "Xxxxxxxx Property"), of every kind and nature presently situated on, in or under or hereafter erected, installed or used in, on or about the Real Property or the Leased Real Property (as hereinafter defined) (the "Improvements"; the Real Property and the Improvements being collectively referred to herein as the "Premises"), (ii) all and singular the rights, easements and appurtenances pertaining to the Premises, (iii) all right, title and interest of the Company in and to any and all roads, easements, alleys, streets and rights-of-way bounding the Real Property, together with all rights of ingress and egress unto the Premises, (iv) strips or gores, if any, between the Real Property and abutting properties, and (v) any and all oil, gas and minerals lying under, in, on or about or constituting a sublicense part of the Real Property; (j) Any Company Plans to the extent provided in Section 3.10 of the Uniform Terms or any assets transferred from any Company Plans or Affiliates Plan in accordance with respect Section 3.10 of the Uniform Terms; (k) All intangible property, including but not limited to, the patents, trademarks, trade names, business names (including all names associated with the Business and the name "Xxxxxx-Xxxxxxx" as applied to or used by , the Companies in connection with the Business), service marks, logos, trade secrets, copyrights and all applications and registrations therefore and licenses thereof (the "Intellectual Property"), including, without limitation, the items identified in Schedule 2.2(k); --------------- (l) All telephone numbers in the Restricted Territory; (m) [intentionally deleted]; (n) Those other assets listed on Schedule 2.2(n); --------------- (o) The Net Working Capital Amount, provided however, if the actual Net Working Capital Amount (as defined in the Uniform Terms and described in Schedule 2.2(o)) is less than Ten Million Dollars ($10,000,000), the Companies --------------- will, on the Closing Date or one (1) day after completion of the process for calculating Net Working Capital set forth in this Section 2.2(o), whichever is -------------- later, pay to Purchasers an amount equal to the sum of Ten Million Dollars ($10,000,000) minus the Net Working Capital Amount. Such payment will be a cash payment by wire transfer of immediately available funds to such Assets account or accounts as the Purchasers shall designate. The parties agree to the following process to determine the Net Working Capital Amount: (i) Within seven (7) days after the date of this Agreement, Parent shall prepare a draft of the Net Working Capital Amount in accordance with the formula set forth in Schedule 2.2(o) and maintaining based on the -------------- financial records of the Business as of February 28, 1999. (ii) Ernst & Young LLP, on behalf of Purchasers, shall, within fourteen (14) days after receipt of the draft, review and comment on this draft, and if the parties agree, this draft shall be the basis for determining the Net Working Capital Amount, and this draft shall be revised only to reflect the updates based on the financial records of the Business as of the Measurement Date as evaluated by Ernst & Young LLP. (iii) If the parties fail to agree on this draft within five (5) days after receipt of Ernst & Young LLP's comments and such disagreement, in the aggregate, exceeds One Hundred Thousand Dollars ($100,000), then this disagreement shall be submitted to Deloitte & Touche LLP or such other independent accounting firm as mutually agreed to by the parties (the "Independent Firm") for final determination, to be binding on the parties, which determination shall be completed within ten (10) days of submittal. The Independent Firm determination shall be the Net Working Capital Amount, revised only to reflect the updates based on the financial records of the Business as of the Measurement Date as determined by Independent Firm; and (p) All of the tangible personal property (including instruments, equipment, furniture and machinery) intended for the Xxxxxxxx Property as disclosed in the due diligence materials provided by Parent and Companies to Purchasers; and (q) Parent and the Companies shall assign all rights, interests and warranties under all construction and related agreements relating to the Xxxxxxxx Property and the improvements constructed or being constructed thereon. Parent and the Companies shall be responsible, as provided elsewhere in this Agreement for the payment in full of all costs, expenses and liabilities associated or incurred in connection with the completion of such construction and improvements; provided, however that Purchasers shall be responsible for any license Purchasers-requested change orders entered into between Purchasers and any contractors after the Closing Date to the extent such change orders, if any, increase the costs for construction otherwise payable by Parent or the Companies hereunder. Prior to the Closing Date, the parties shall make a good faith determination of (i) all sums owed and unpaid by Parent and the Companies for construction on the Xxxxxxxx Property (including retainage amounts held and as required by Applicable Law and applicable contract) and (ii) all items required to be maintained completed pursuant to the applicable construction contract (the "Punch List Items"). Based upon the determinations made pursuant to subsections (i) and (ii) above, the parties at or prior to the Closing Date shall execute a mutually acceptable escrow agreement to provide a mechanism for the funding of all Punch List Items and the payment of any remaining sums owed by Parent and/or the Companies under the applicable Construction Contracts for the Xxxxxxxx Property. Parent or the Companies shall, at Closing, fund such sublicense amounts with an escrow agent acceptable to survivethe parties hereto. Notwithstanding the foregoing, if and to the extent the assignment of any lease or contract, requires the consent of another person, then unless waived by Purchasers: (i) such lease or contract shall not be deemed assigned hereunder until such consent is obtained if the attempted assignment would constitute a breach thereof; and (ii) Purchasers shall cooperate with the Companies in seeking such consent or entering into reasonable arrangements, designed to give Buyer provide Purchasers the benefits of such Assets for no additional consideration beyond the Purchase Pricethereunder.

Transferred Assets. Except as On the terms and subject to any Excluded Assetsthe conditions set forth in this Agreement and the Local Transfer Agreements and subject to the exclusions set forth in Section 2.01(b) and to Section 2.02, Sellers hereby agree to contributeat the Closing, Seller shall, and shall cause each of the other Seller Parties to, sell, convey, grantassign, assign transfer and transferdeliver to Buyer or one or more of Buyer’s Affiliates designated by Buyer in writing to Seller, and Buyer shall, or shall cause one of such Affiliates to, purchase, acquire and accept from the Seller Parties, all of the Seller Parties’ right, title and interest in, to and under the following assets, properties and rights owned or held by the applicable Seller Party, free and clear of all Liens (other than Permitted Liens, Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009), as the same may be amended pursuant shall exist immediately prior to Section 3.2 below the Effective Time (collectively, the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Transferred Assets”):), whether directly or through the transfer of a Transferred Entity as contemplated by Section 2.05: (1i) All of Sellers’ interest, right and title to (A) the patents and related intellectual owned real property rights listed set forth on Schedule 1.1(0(12.01(a)(i)(A) (the “Transferred Intellectual Property RightsOwned Real Property”), together with all buildings, structures, improvements, easements thereon, therein or thereto, and other rights and interests appurtenant thereto, and (B) the leasehold, subleasehold or license interests of the Seller Parties under the real property leases, subleases or licenses set forth on Schedule 2.01(a)(i)(B) (the “Transferred Leased Real Property”); (2ii) The all rights, benefits and interests under (A) contracts listed or agreements set forth on Schedule 1.1(a)(22.01(a)(ii) and all other contracts or agreements Related to the Business to which any Seller Party is a party (excluding any Shared Contracts), (B) Shared Contracts to the extent allocated or assigned to Buyer or an Affiliate of Buyer pursuant to Section 2.02(b) and (C) the real property leases, subleases and licenses for the Transferred Leased Real Property (the “Transferred Real Property Leases”) (clauses (A), (B) and (C) collectively, the “Assumed Contracts”); (3iii) All vials all Business Intellectual Property and Business Technology; (iv) (A) all Transferred Permits, Transferred Product Authorizations, transferable Product Authorization Data that is in the possession or control of Advexin owned by Sellers a Seller Party, (B) rights to apply and transferrable applications for Permits or Product Authorizations that are Related to the Business, (C) all rights to develop, manufacture and commercialize in the Aqua Health Field Products that are not subject to any Product Authorization that is in full force and effect (for the avoidance of doubt, excluding any right to real property, contracts and agreements, Intellectual Property or tangible personal property other than as included in Transferred Assets), and (D) all dossiers relating to any asset described in clause (A), (B) or (C) that are Related to the Business; (v) Transferred Inventory; (vi) Transferred Prepaid Expenses; (vii) other than Inventory, all tangible personal property of any kind, including machinery, equipment, furniture, fixtures, office equipment and supplies, communications equipment, vehicles, leasehold improvements, goods, hardware, electronic devices (including computers) and related equipment, repair, replacement and spare parts and tools, in each case Related to the Business; (viii) subject to compliance with applicable Law, the Transferred Books and Records and the Business Employee Records (it being understood that Seller may retain copies of all such records subject to Section 6.03(b)); (ix) all assets, rights and properties expressly to be transferred pursuant to Article VIII hereof; (x) the Transferred Equity Interests (if any); (xi) labeling, advertising, marketing, sales and promotional materials, in each case that are in the physical or electronic possession of or under the control of, a Seller Party as of the date Closing Date and that are Related to the Business (the “Specified Marketing Materials”); provided that use of this Agreement any and not previously sold including, specifically, without limitation, those vials all Seller Names and other items of personal property Seller Marks included in the Specified Marketing Materials shall be subject to the Transitional Trademark License Agreement; (xii) the assets listed on Schedule 1.1(a)(32.01(a)(xii) (the “Transferred Personal PropertyR&D Assets”); (4xiii) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under all confidentiality agreements or any shareholder agreementsportion thereof, investment contracts or other agreements effecting or in each case to the extent related to the equity interest Business, Transferred Assets, Assumed Liabilities, or Transferred Entities, including such agreements with prospective purchasers of the Business, Transferred Assets, Assumed Liabilities, or Transferred Entities; (xiv) all net insurance proceeds received by a Seller Party (after deducting reasonable and documented out of pocket costs and expenses incurred in VirRx; Inc.obtaining such proceeds) prior to, on or following the Closing Date under any insurance policy written prior to the Closing in connection with (A) the loss, damage, destruction or condemnation of any of the Transferred Assets from and after the date hereof or prior to the Closing that is, or would have been but subject for such loss, damage, destruction or condemnation, included in the Transferred Assets or (B) any Assumed Liability (other than, in the case of this clause (B), insurance proceeds that are directly or indirectly funded by Seller or its Affiliates through self-insurance or a captive insurance entity); (xv) to the extent transferrable, all goodwill of the Business or of the Selling Parties Relating to the Business; (xvi) all causes of action (including counterclaims) and defenses against third parties to the extent relating to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect of the transferTransferred Assets or the Assumed Liabilities; and (5xvii) All other all assets, materials, properties, rights, Claims, lawsuits, judgments, defenses, indemnification rights, rights of recovery, rights of set-off and legal privileges ownedof any nature (including the right to sue for, controlled, used collect and recover for past infringement or held for use by Sellers misappropriation of Business Intellectual Property) and in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”)each case, other than the Excluded Assetscategories of assets set forth above in clauses (i) through(xvi), including but not limited to trademarkswhether real, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materialspersonal or mixed, tangible research materialsor intangible, and rights arising under or relating to of any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative Seller Party that are Related to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceBusiness.

Transferred Assets. Except (a) Subject to the terms and conditions of this Agreement and in consideration of the obligations of the Buyer as to any provided herein, and except for the Excluded AssetsAssets as provided in Section 1.02 hereof, Sellers hereby agree to contributeat the Closing, conveythe Seller shall sell, assign, transfer, grant, assign bargain, deliver and transferconvey to the Buyer, free and clear of all Liens, Claimsother than Permitted Liens, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights right, title and interest in, to and under any shareholder agreementsthe Business, investment contracts as a going concern, and all assets owned or other agreements effecting or related to leased and used by the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers Seller in connection with or arising out of the Business of every type and description, real or personal, tangible and intangible, wherever located and whether or not reflected on the books and records of the Seller (hereinafter sometimes collectively referred to as the “Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“ProgramsAssets”), other than the Excluded Assetsincluding, but not limited to: (i) all tangible personal property, including but not limited to trademarksthe Equipment and vehicles set forth in Schedule 1.01(a)(i) to the Disclosure Schedule; (ii) all Inventories, regulatory filings including the Inventories set forth in Schedule 1.01(a)(ii) to the Disclosure Schedule; (iii) all accounts receivable and other rights to payment from customers of Seller, including the accounts receivable set forth in Schedule 1.01(a)(iii) to the Disclosure Schedule (“Accounts Receivable”); (iv) the Proprietary Information, including but not limited to the name “D&F Distributors” or any derivatives thereof, and the names of the customers and suppliers of the Business; (v) to the extent assignable, all Contracts and Other Agreements, including but not limited to (A) all rights of Seller under non-disclosure or confidentiality agreements, non-compete or non-solicitation agreements with former employees, Transferred Employees and agents of Seller or with third Persons to the extent relating to the Business or the Transferred Assets and (B) all rights of Seller under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent relating to products sold and services provided to Seller or to the extent affecting any Transferred Assets or the Business (but specifically excluding warranties, representations and guaranties specifically and solely relating to any Excluded Assets or Retained Liabilities); (vi) cash and cash equivalents; (vii) to the extent assignable, all prepaid expenses, deposits and similar assets of Seller, including but not limited to customer deposits, security for rent, electricity, telephone or other utilities and prepaid charges and expenses including prepaid rent and any prepaid items shown on Seller’s August 31, 2010 Financial Statements relating to the Transferred Assets and the Business subject to adjustment due to the passage of time; (viii) all documents that are related to the Business, including but not limited to documents relating to products, services, marketing, advertising, promotional materials, Proprietary Information, personnel files of the Transferred Employees and all files, customer files and related documents (including credit information), supplier lists, records, literature and correspondence, clinicalto the extent permitted by law to be assigned and transferred (“Documents and Other Papers”); (ix) to the extent assignable, preclinical all permits, including but not limited to environmental permits used by Seller in the Business and other data, documentation, biological materials, tangible research materialsall permits necessary to conduct the Business as currently conducted, and rights arising under all rights, and incidents of interests therein (“Permits”); (x) all supplies and computer equipment owned by Seller and used or relating to any held for use in connection with the Transferred Assets and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative the Business; (xi) to the extent not used to repair or replace any Transferred Assets, all rights to third-party property and casualty insurance proceeds to the extent receivable in respect of property or assets that would otherwise be Transferred Assets; and (xii) all other intangible assets of Seller, if any, associated with the Transferred Assets and the Business. (b) The Seller shall use its reasonable efforts to obtain, or Programsas the case may be assist the Buyer in obtaining, and rights or claims arising thereundersuch consents of third parties as are necessary for the assignment of the Transferred Assets; provided, however, that Seller shall not be required to pay any amounts in respect of obtaining such consents. To the extent that any of the Transferred Assets for whatever reason are not assignable or consents to the assignment thereof cannot be conveyedobtained as herein provided, assigned or transferred such Transferred Assets shall be held by Sellers to the Seller in trust for the Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense and any obligations with respect thereto shall be performed by the Buyer in the name of the Seller and all benefits and obligations derived thereunder shall be for the action of the Buyer. The Seller shall, at the request of the Buyer, enforce in a reasonable manner, at the cost of and for the account of the Buyer, any and all rights of the Seller against such third party relating to any such Assets and maintaining any license required Transferred Assets. Seller shall promptly pay over to be maintained for such sublicense to survive) to give the Buyer the benefits all money or other consideration received by it in respect of such entitlement. (c) The Seller shall also notify each Person which may have possession of the Transferred Assets for no additional consideration beyond on the Purchase PriceClosing Date of the transfer of such Transferred Assets to the Buyer.

Transferred Assets. Except as (a) As of the Effective Time, and subject to any Excluded Assetsthe terms and conditions set forth herein, Sellers hereby agree to contributeSeller will sell, assign, transfer, convey, grantand deliver to Purchaser, assign and transferPurchaser will purchase from Seller any and all right, free title and clear interest of LiensSeller in and to the following assets attributable to the Huntington Branches, Claims, interests and Encumbrances, each except as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended otherwise excluded from sale pursuant to the provisions of Section 3.2 2.1(b) below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closingcollectively, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “"Transferred Assets”"): (1) All subject to Sections 2.8 and 2.9 hereof, all of Sellers’ interestSeller's transferable fee simple right, right title and title interest in and to the patents real estate and the related intellectual improvements and fixtures including automated teller machines ("ATMs") located at the Huntington Branches described on Schedule 2.1(a)(1) hereto, together with all assignable real property rights listed and appurtenances pertaining thereto (collectively, the "Real Property"); provided, however, that at the election of the Seller prior to the Effective Time, the Seller shall be entitled to exclude any Real Property from the definition of "Transferred Assets," so long as at the Effective Xxxx Xxxxxx agrees to lease to Purchaser such Real Property so excluded on commercially reasonable terms based on the Fair Market Values of such properties as set forth on Schedule 1.1(0(1) (2.2(f); provided, further, that if Seller shall lease any Real Property to Purchaser, such lease terms shall include for the “Transferred Intellectual benefit of the Purchaser or any successor or assignee of the Purchaser operating the banking business at such facility, an initial lease term of five years and a perpetual right of renewal of such lease not later than twenty-four months prior to any lease term expiration date, rights of assignment and sublet of such lease without Seller's consent, and a first option to purchase such Real Property Rights”)at the then current fair market values of such Real Property as calculated at the time of the exercise of the option; (2) The contracts listed on Any leases or subleases of space in any Huntington Branches under which Huntington or Seller (or one of their Affiliates) are the lessors or sublessors, as identified in Schedule 1.1(a)(22.1(a)(2)(i) (collectively, the “Assumed Contracts”"Tenant Leases"), and the lease relating to the ATM located at the Huntington Branch as described in Schedule 2.1(a)(2)(ii); (3) All vials of Advexin owned by Sellers as of all software licenses relating to the date of this Agreement Huntington Branches and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) 2.1(a)(3), to the extent that Purchaser elects prior to the Effective Time by written notice to Seller to include such software licenses in the Transferred Assets (the “Transferred Personal Property”"Software Licenses"); (4) All of Sellers’ equity interest in VirRx; Inc.all Personal Property and all Personal Property Leases, a Delaware corporationcomplete and accurate list of which leases are listed on Schedule 2.1(a)(4); (5) all Safe Deposit Contracts with two keys to each unrented safe deposit box located at the Huntington Branches; (6) all Loans (a complete and accurate list of which, which as of the dates set forth on Schedule 2.1(a)(6), is understood to be a 49% interestset forth on such Schedule), including the collateral therefor and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related (except to the equity interest in VirRx; Inc., but subject to any restrictions on transfer extent set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts Section 2.1(b)) the servicing rights under the Loans for which Huntington has retained servicing rights; (7) all Overdrafts; (8) all Assumed Contracts; (9) all routing and transit numbers with respect to resolve any transfer restrictions and effect the transferHuntington Branches; and (510) All other assets, materials, properties, rights all Coins and privileges owned, controlled, used or held for use by Sellers in connection with Currency. (b) The following items shall be excluded from the Transferred Intellectual Property RightsAssets (collectively, the Assumed Contracts "Excluded Assets"): (1) the proprietary merchandising equipment and the Transferred Personal Property, or relating to the programs other assets listed on Schedule 1.1(a)(52.1(b) attached hereto hereto; (“Programs”)2) Seller's rights in and to the names "STI", other than the Excluded Assets"SunTrust", including but not limited to "SunTrust Bank", any of its predecessor banks' names, and any of Seller's or Seller's predecessors' corporate logos, trademarks, regulatory filings and correspondencetrade names, clinicalsigns, preclinical paper stock forms, and other datasupplies containing any such logos, documentationtrademarks, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.trade names;

Transferred Assets. Except Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 1.06) the Seller (and to any Excluded Assetsthe extent necessary, Sellers hereby agree XX XxXxx) shall transfer to contribute, convey, grant, assign and transfer, the Buyer free and clear of Liensall claims, charges, liens, contracts, rights, options, security interests, mortgages, encumbrances and restrictions whatsoever (collectively, "Claims, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b") all of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, goodwill and rights and privileges owned, used or held for use owned by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights Seller listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc.1.01, but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than excluding the Excluded Assets, including but not limited as defined in Section 1.02 (collectively, the "Transferred Assets"), all with the intention that the Business shall be transferred to trademarksthe Buyer as a going concern. The Seller (and to the extent necessary, regulatory filings XX XxXxx) shall transfer the Transferred Assets to the Buyer pursuant to a Xxxx of Sale in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale") and correspondencesuch other documents --------- or instruments as the Buyer or its counsel may reasonably request. The Seller shall grant the Buyer a perpetual, clinicalroyalty-free non-exclusive license to (a) the Seller's Laboratory Information Management System in the form of Exhibit B-1 (the "LIMS License") and (b) the Seller's SSR Discovery Pipeline Software in the form of Exhibit B-2 (the "SSR Software License"). The Seller shall cause XX XxXxx, preclinical Inc. to assign to the Buyer its limited, non-exclusive sublicense from PE Applied Biosystems under certain patents owned by Roche Molecular Systems, Inc. in an assignment in the form of Exhibit B-3 (the "PCR License Assignment"). The Seller shall assign to the Buyer, or cause the applicable Affiliate of the Seller to assign to the Buyer, (a) the Seller's genescan software license in an assignment in the form of Exhibit B-4 (the "Genescan Software License Assignment") and other data, documentation, biological materials, tangible research materials(b) the Seller's genotyping software in an assignment in the form of Exhibit B-5 (the "SNP Software License Assignment", and rights arising under or relating to any together with the LIMS License, the SSR Software License, the PCR License Assignment and all protective covenantthe Genescan Software License Assignment, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein"Transferred Licenses"), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.

Transferred Assets. Except as to any Excluded AssetsUpon the terms and conditions set forth in this Agreement, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear of Liens, Claims, interests and Encumbrances, each at the Closing (as defined in Section 1.06) the Order Approving Debtors’ Motion Seller shall transfer to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, good and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and valid title to the patents Patents (as defined below in Section 1.01(a)) and related intellectual property rights all of its right, title and interest in and to the Know-How and Reagents (as defined below in Sections 1.01(b) and (c), respectively). The Patents, Know-How and Reagents shall hereinafter be collectively referred to as the "Transferred Assets". The Transferred Assets shall consist of: (a) The patent applications listed on Schedule 1.1(0(1) SCHEDULE 2.05, the prosecution files for such patent applications (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials all drafts, notes, drawings or figures, official correspondence with patent offices, other correspondence and other items copies of personal property listed on Schedule 1.1(a)(3) (cited references, copies of which the “Transferred Personal Property”Seller may retain); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s intellectual property rights under (other than rights pertaining to [*] as hereinafter defined) in such applications, including without limitation the right to claim the priority benefit thereof and to prosecute and to enforce any shareholder agreementspatents arising therefrom (collectively, investment contracts or the "Patents"). (b) All laboratory notebooks and other agreements effecting or related primary data, research results, records and documentation, research plans, proposals, conclusions, know-how, specifications and information, to the equity interest extent any of the foregoing are recorded in VirRx; Inc.any tangible form (including, but subject without limitation, gels, photographs, print-outs, electronic files and paper documents), which are owned by, licensed to any restrictions on transfer or in the possession of the Seller and which relate to the discovery of or are necessary or materially useful for the practice of the Invention, the Patents or the Reagents, and all intellectual and tangible property rights in the foregoing, including the right to file additional patent applications based thereon (collectively, the "Know-How"). (c) The reagents listed on, and in the quantities listed on, SCHEDULE 2.04 attached hereto (the "Reagents"). Except as set forth in any such agreementsthis Agreement, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and Assets shall be transferred on an "AS IS" basis. The Seller shall transfer the Transferred Personal Property, or relating Assets to the programs listed on Schedule 1.1(a)(5) Buyer pursuant to a Bill xx Sale in substantially the form of EXHIBIT 1.01A attached hereto (“Programs”the "Bill xx Sale") and an Assignment of Patents substantially in the form of EXHIBIT 1.01B attached hereto (the "Patent Assignment"), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.

Transferred Assets. Except as to any Excluded Assets, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear (a) As of Liens, Claims, interests and Encumbrances, each the Effective Time (as defined in Section 2.1) and upon the Order Approving Debtors’ Motion terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Sell Property Under Section 363(b) Purchaser, and Purchaser will purchase from Seller, all of the Bankruptcy Coderights, dated October 8title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Exhibits hereto, 2009, as the same may be amended and not otherwise excluded from sale pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”provisions of Subsection 1.1(b): (1) All of Sellers’ interestsubject to Section 1.10, right all real estate and title to improvements thereon owned by Seller at the patents and related intellectual property rights listed on Schedule 1.1(0(1) Banking Centers (the “Transferred Intellectual Property RightsReal Property”), together with all rights and appurtenances pertaining thereto; (2) The contracts listed on Schedule 1.1(a)(2) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at each Banking Center or used in conducting Seller’s business at the Banking Center (the “Assumed ContractsPersonal Property”); (3) All vials all leases affecting the Banking Centers, including all leases of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal real property listed on Schedule 1.1(a)(3) (the “Transferred Personal PropertyReal Property Leases”) as listed on Exhibit 1.1(a)(3), and all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”); and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”); all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3); (4) All all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of Sellers’ equity interest the Effective Time (the “Safe Deposit Contracts”); (5) all Loans transferred pursuant to Section 1.4; (6) all coins and currency located at the Banking Centers as of the Effective Time (the “Coins and Currency”); (7) all merchant services accounts associated with Deposit Liabilities (as defined in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to Section 1.3(a)) located at the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transferBanking Centers; and (58) all night depository contracts. (b) All other Excluded from the assets, materialsproperties and rights being transferred, propertiesconveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit 1.1(b) hereto, Seller’s rights in and privileges ownedto the names “FNB Southeast,” “FNB Financial Services Corporation,” “FNB Southeast Investment Services, controlledInc.,” “FNB Southeast Mortgage Corporation” and “Black Diamond Savings Bank, used FSB” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or held for use by Sellers in connection trade names, and trade names and logos of third parties with the Transferred Intellectual Property Rightswhom Seller has contracted to provide services to its customers (together, the Assumed Contracts and “Excluded Assets”). Seller shall coordinate with Purchaser to remove the Transferred Personal Property, Excluded Assets from the Banking Centers on or relating prior to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”)Effective Time. Seller shall remove the Excluded Assets at its own cost, other than and, apart from making any reasonable repairs necessitated by removing the Excluded Assets, including but not limited Seller shall be under no obligation to trademarksrestore the Banking Centers premises to their original condition, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to which shall be the Assets or Programs, and rights or claims arising thereunder. To the extent that any responsibility of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PricePurchaser.

Transferred Assets. Except as to any Excluded Assets, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear (a) As of Liens, Claims, interests and Encumbrances, each the Effective Time (as defined in Section 2.1) and upon the Order Approving Debtors’ Motion terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Sell Property Under Section 363(b) Purchaser, and Purchaser will purchase from Seller, all of the Bankruptcy Codetransferable rights, dated October 8title and interest of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Exhibits hereto, 2009, as the same may be amended and not otherwise excluded from sale pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”provisions of Subsection 1.1(b): (1) All of Sellers’ interestsubject to Section 1.10, right all real estate and title to improvements thereon owned by Seller at the patents and related intellectual property rights listed on Schedule 1.1(0(1) Banking Centers (the “Transferred Intellectual Property RightsReal Property”), together with all rights and appurtenances pertaining thereto; (2) The contracts listed on Schedule 1.1(a)(2) except as provided in Section 1.1(b), the furniture, fixtures, leasehold improvements, equipment and other tangible personal property owned by Seller and located at each Banking Center and used in conducting Seller’s business at the Banking Center (the “Assumed ContractsPersonal Property”); (3) All vials all leases affecting the Banking Centers, including all leases of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal real property listed on Schedule 1.1(a)(3) (the “Transferred Personal PropertyReal Property Leases”) as listed on Exhibit 1.1(a)(3), and all equipment leases for equipment located at the Banking Centers (the “Equipment Leases”); and all assignable operating contracts of the Banking Centers excluding any master contracts (the “Assignable Contracts”) all of which Real Property Leases, Equipment Leases and Assignable Contracts are listed on Exhibit 1.1(a)(3); (4) All all safe deposit contracts and leases for the safe deposit boxes located at the Banking Centers as of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood the Effective Time (the “Safe Deposit Contracts”); (5) all Loans transferred pursuant to be a 49% interest, Section 1.4; (6) all Coins and all Currency located at the Banking Centers as of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions Effective Time (the “Coins and effect the transferCurrency”); and (57) All other all merchant services accounts associated with Deposit Liabilities (as defined in Section 1.3(a)) located at the Banking Centers. (b) Excluded from the assets, materialsproperties and rights being transferred, propertiesconveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit 1.1(b) hereto, Seller’s rights in and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto name “First Virginia Bank,” “First Virginia Bank-Southwest,” “First Virginia Bank-Colonial,” and “First Virginia Bank-Blue Ridge,” and any of Seller’s corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names, and trade names and logos of third parties with whom Seller has contracted to provide services to its customers (the “ProgramsExcluded Assets”), other than . Seller shall coordinate with Purchaser to remove the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under Assets from the Banking Centers on or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost and, apart from making any reasonable repairs (i) necessitated by removing the Excluded Assets or Programs, and rights or claims arising thereunder. To (ii) required pursuant to the extent that any terms of the Assets for whatever reason are not or cannot Real Property Leases, Seller shall be conveyedunder no obligation to restore the Banking Centers’ premises to their original condition, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may shall be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits responsibility of such Assets for no additional consideration beyond the Purchase PricePurchaser.

Transferred Assets. Except as to any Excluded Assets, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear (a) As of Liens, Claims, interests and Encumbrances, each the Effective Time (as defined in Section 2.1 below) and upon the Order Approving Debtors’ Motion terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Sell Property Under Section 363(b) Purchaser, and Purchaser will purchase from Seller, all of the Bankruptcy Codefollowing assets associated with the Banking Center and identified in this Agreement and the Exhibits hereto, dated October 8, 2009, as the same may be amended and not otherwise excluded from sale pursuant to Section 3.2 below (the “Sale Order”provisions of Subsection 1.1(b) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”):below: (1) All subject to Section 1.10 hereof, all transferable right, title and interest of Sellers’ interestSeller in and to all real estate, right fixtures and title to improvements thereon at the patents and related intellectual property rights listed on Schedule 1.1(0(1) Banking Center (the “Transferred Intellectual Property Rights”"Real Property"), together with all rights and appurtenances pertaining thereto; (2) The contracts listed except as provided in section 1.1(b), the furniture, equipment and other tangible personal property located on Schedule 1.1(a)(2) or affixed to the Real Property (the “Assumed Contracts”"Personal Property"); (3) All vials of Advexin owned by Sellers as of all leases affecting the date of this Agreement and not previously sold includingBanking Center, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) including all equipment leases for equipment located at the Banking Center (the “Transferred Personal Property”"Equipment Leases"); (4) All all safe deposit contracts and leases for the safe deposit boxes located at the Banking Center as of Sellers’ equity interest in VirRx; Inc.the Effective Time (the "Safe Deposit Contracts"); (5) all loans transferred pursuant to Section 1.4; (6) all coins and currency located at the Banking Center as of the Effective Time (the "Coins and Currency"). (7) all maintenance, a Delaware corporationservice, which is understood to be a 49% interest, operating and all of Seller’s rights under any shareholder agreements, investment other contracts or other agreements effecting or related relating to the equity interest in VirRx; Inc., but subject operation of the Banking Center (to any restrictions on transfer set forth in any the extent that such agreements, provided, however, that Sellers will use commercially reasonable efforts contracts or agreements by their terms or under applicable law are assignable to resolve any transfer restrictions and effect the transferPurchaser); and (58) except as otherwise provided herein, all business of the Banking Center related to the transferred assets referred to in Section 1.1(a) All other and the goodwill associated therewith. (b) Excluded from the assets, materialsproperties and rights being transferred, propertiesconveyed and assigned to Purchaser under this Agreement are the assets listed on Exhibit 1.1(b) hereto, debit and credit card merchant -------------- services agreements related to customers of the Banking Center, assets related to Seller's group banking program, Seller's rights in and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed name "NationsBank, N. A. and any of Seller's corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names (the "Excluded Assets"). Seller shall coordinate with Purchaser to remove the Excluded Assets from the Banking Center on Schedule 1.1(a)(5) attached hereto (“Programs”)or prior to the Effective Time. Seller shall remove the Excluded Assets at its own cost and, other than apart from making any repairs necessitated by avoidable material damage to the Real Property or Seller's negligence in removing the Excluded Assets, including but not limited Seller shall be under no obligation to trademarksrestore the Banking Center premises to their original condition, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to which shall be the Assets or Programs, and rights or claims arising thereunder. To the extent that any responsibility of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PricePurchaser.

Transferred Assets. Except Subject to the terms and conditions set forth herein, at the Closing (as to any Excluded Assetsdefined in SECTION 2.4), Sellers hereby agree to contributeRainbow shall sell, convey, granttransfer, assign and transferdeliver to Buyer, free and clear Buyer shall purchase, assume and acquire from Rainbow all of Liensthe assets, Claimsproperties and rights of every kind, interests character and Encumbrancesdescription used in the conduct of the Ram Business, each whether tangible or intangible and wherever located except for the Retained Assets (as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) SECTION 1.2), as of the Bankruptcy Code, dated October 8, 2009, Closing Date (as defined in SECTION 2.4) (collectively referred to herein as the same may be amended pursuant to Section 3.2 below ("Transferred Assets"), including, without limiting the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closingforegoing, the following assets, properties, rights and privileges owned, used or held for use by Sellers Transferred Assets (as described below (in detail in the “Assets”"Transferred Assets Schedule" attached hereto as SCHEDULE 1.1): (1a) The Rainbow Sublease, as will be amended prior to or at Closing pursuant to an amendment to sublease containing the terms and in substantially the form attached hereto as EXHIBIT A; (b) All machinery, equipment, vehicles, tooling, molds, fork lifts, tables, spare parts and tools; (c) All office supplies and equipment, computers, maintenance supplies and other similar items; (d) All inventories; (e) All accounts and notes receivable; (f) All prepaid assets; (g) All Sellers' right, title and interest in and to those contracts and agreements (including proprietary agreements with suppliers) set forth on SCHEDULE 1.1(G), and all right, title and interest in and to purchase or sales orders, quotes or commitments related to the Transferred Assets or the Ram Business, whether written or oral; (h) Access to and the right to copy all of Rainbow's books, records, accounts, correspondence, production records, employment, payroll, personnel and workers' compensation records, environmental control records, and access to and the right to copy any other documents relating to the Transferred Assets or the Ram Business; (i) All of Sellers’ interest, right ' rights under any and title all express or implied warranties from suppliers with respect to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (Transferred Assets to the “Transferred Intellectual Property Rights”)extent such warranties are transferable; (2j) The contracts listed All of Rainbow's right, title and interest in and to patents, trademarks, service marks, trade names (including "Ram Belts & Chains" but excluding "Rainbow") and service names and all variants thereof, copyrights, inventions, customer lists, trade secrets (including processes and software programs owned by Rainbow or used or licensed by Rainbow and transferable), registrations and all applications for any of the foregoing and works in progress relating thereto, and all past, present and future causes of action and remedies therefor relating to the Ram Business, as such are set forth on Schedule 1.1(a)(2) (the “Assumed Contracts”)SCHEDULE 3.10; (3k) All vials of Advexin owned by Sellers A limited, perpetual, worldwide royalty-free right and license to use the trade names "Rainbow" and "Rainbow/Ram Belts & Chains" and variants thereof in connection with the on-going Ram Business, in substantially the form attached hereto as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”)EXHIBIT B; (4l) All of Sellers’ equity Rainbow's right, title and interest in VirRx; Inc.computer programs to the extent assignable, a Delaware corporationand other intangibles owned or used by Rainbow, which is understood relating to be a 49% interest, the Transferred Assets or the Ram Business and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or the related goodwill; (m) All claims as to which Rainbow is a judgment creditor relating to the equity interest in VirRx; Inc.Ram Business; (n) To the extent assignable, but subject all of Sellers' licenses, permits and governmental authorizations relating to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transferTransferred Assets or the Ram Business; and (5o) All other of the assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, properties and rights arising under owned or relating formerly owned by Omni Manufacturing, Inc. ("Omni") and transferred to any Rainbow of every kind, character and all protective covenantdescription, noncompetition, nonsolicitation, confidentiality whether tangible or similar agreements relative to the Assets or Programs, intangible and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Pricewherever located.

Transferred Assets. Except (a) As of the "Effective Time" (as to any Excluded Assetsdefined in Section 3.1 below) and upon the terms and conditions set forth herein, Sellers hereby agree to contributewill sell, assign, transfer, convey, grantand deliver to Purchasers or, assign solely with respect to paragraph 2.1(a)(6) below, Purchasers' assignees, and transferPurchasers will purchase from Sellers, free all of Sellers' right, title, and clear of Liensinterest in and to the following assets located at or attributed to the Banking Centers, Claims, interests and Encumbrances, each except as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended otherwise excluded from sale pursuant to Section 3.2 the provisions of paragraph 2.1(b) below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closingcollectively, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “"Transferred Assets”"): (1) All all of Sellers’ interest' transferable right, right title, and title interest in and to all real estate and improvements thereon located at the patents Banking Centers, but not including any leasehold estates covered by item (3) below, together with all assignable rights and related intellectual property rights listed on Schedule 1.1(0(1) appurtenances pertaining thereto (the “Transferred Intellectual Property Rights”"Real Property"); (2) The contracts listed the furniture, fixtures, leasehold improvements, equipment, and other tangible personal property located on Schedule 1.1(a)(2) or affixed to the Real Property or located at the leased Banking Center location, including, any of such items on order at the Closing or subject to the terms of any Equipment Leases (collectively, the “Assumed Contracts”"Personal Property"); (3) All vials all assignable leases affecting the Banking Centers, including the lease of Advexin owned by real property where Sellers as of are the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) lessee associated with the Martinsburg Main Banking Center (the “Transferred Personal Property”"Real Property Lease"), and all assignable leases for equipment and the free standing ATM at Old Courthouse Square Shopping Center, Martinsburg, West Virginia (collectively, the "Equipment Leases"), and those assignable, stand-alone software licenses and leases acceptable to Purchasers (the "Software Licenses"); (4) All all safe deposit contracts and leases for the safe deposit boxes (exclusive of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to contents) located at the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any Banking Centers as of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing Effective Time (other than Additional Contracts which are dealt with separately hereinthe "Safe Deposit Contracts"), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.;

Transferred Assets. Except Subject to the terms and conditions of this Agreement, as of the Closing Date, Hersha Owner agrees to any Excluded Assets, Sellers hereby agree transfer to contribute, convey, grant, assign and transferOwner JV, free and clear of Liensliens and encumbrances other than the Permitted Exceptions, Claimsand Owner JV agrees to receive from Hersha Owner, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) all of the Bankruptcy Codefollowing items (collectively, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “AssetsProperty”): (1a) All all of Sellers’ interestHersha Owner’s right, right title and title interest in and to the patents land described on Exhibit A hereto with all rights, privileges and related intellectual property rights listed on Schedule 1.1(0(1) easements appurtenant thereto (collectively, the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Real Property”); (4b) All all of Sellers’ equity Hersha Owner’s right, title, and interest in VirRx; Inc.and to all buildings, a Delaware corporation, which is understood to be a 49% interestimprovements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of SellerHersha Owner’s rights under any shareholder agreementsright, investment contracts title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or other agreements effecting leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or related stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the equity interest in VirRx; Inc.Hotel on hand as of the Closing Date, but subject specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Hampton Inns Franchise LLC (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any restrictions on applicable law prohibits the transfer set forth in of alcoholic beverages to Owner JV, and (z) any such agreementsand all cash-on-hand, providedFF&E reserves, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transferxxxxx cash funds; and (5ii) All other assetsto the extent assignable at no cost or expense to Hersha Owner, materials, properties, rights all intangible personal property owned or possessed by Hersha Owner and privileges owned, controlled, used or held for use by Sellers exclusively in connection with the Transferred Intellectual ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and privileges, (2) trade names (other than the names “Hersha” or any derivative thereof or “Hampton Inn” and “Hampton Inn Herald Square”), trademarks and logos (except to the extent owned or held by Franchisor), names of hotel restaurants and other food and beverage outlets, technology and technical information, warranties, plans, drawings and general intangibles pertaining to the Real Property Rights, the Assumed Contracts and the Transferred Personal PropertyProperty related to the Hotel (e.g., phone numbers, internet addresses and domain names), (3) the share of the final night’s room revenue for the Hotel of registered guests (who have not checked out and who were occupying rooms as of the Adjustment Point, as defined herein), including any sales taxes, room taxes or other taxes thereon (the “Rooms Ledger”) determined pursuant to Article 3, (4) [reserved], (5) reservations and agreements made or entered into prior to Closing for rooms or other facilities at the Hotel to be utilized on or after the Closing Date, or for catering services or other hotel services to be provided on or after the Closing Date at or by the Hotel (the “Advance Bookings”), and (6) all licenses, permits, concessions and approvals required by any Governmental Authority, as defined herein, or otherwise appropriate with respect to the construction, ownership, operation, leasing, maintenance, or use of the Property or any part thereof (the “Authorizations”), but specifically excluding any and all liquor licenses and permits or rights relating to the programs sale of liquor at the Hotel (but subject to Section 1.5), any proprietary information concerning Hersha Owner, Hotel Manager or any of their respective affiliates or their properties or other assets (e.g., sales training manuals and interfacing software), and any software licenses for business center computers; and (d) all of Hersha Owner’s right, title, and interest in all written service, supply, trash removal, maintenance, construction, capital improvement and other similar contracts (including any agreements pertaining to facilities not located at the Property, but which are required and presently used for the operation of the Property) in effect with respect to the Property related to the construction, operation, or maintenance of the Property (collectively, the “Contracts”) (but excluding (i) those contracts that Owner JV timely “rejects” pursuant to, and to the extent permitted under, Section 5.1 and (ii) those national contracts, applicable to multiple hotels, which are identified on Schedule 1.3(d) hereto), in each case, (x) to the extent assignable or transferable at no cost or expense to Hersha Owner, and, if consent is required, to the extent such consent is obtained, (y) to the extent Hersha Owner has not terminated such Contract as 8 provided in Section 5.1(h), and (z) specifically excluding any management agreements, hotel franchise agreements, trademark agreements, and any and all contracts or rights relating to the sale of liquor at the Hotel (but subject to Section 1.5). (a) Hersha Owner’s cash in bank accounts and invested with financial or other institutions, (b) any and all accounts receivable other than the above-described share of the Rooms Ledger (collectively, the “Excluded Receivables”), (c) any credit card merchant numbers of Hersha Owner, (d) any insurance policies related to the Property including, without limitation, general liability, operational liability, business interruption, fire and casualty policies, and all proceeds and claims thereunder, (e) any asset management services provided for the benefit of Hersha Owner or the Property by any affiliate of Hersha Owner, (f) any refunds (including, without limitation, refunds of real estate taxes) attributable to the period prior to the Closing Date, (g) the items described in subsection (x), (y), and (z) of Section 1.3(c)(i), (h) the name “Hersha” or any derivative thereof and the names “Hampton Inn” and “Hampton Inn Herald Square” and all items containing such name, (i) the contracts listed on Schedule 1.1(a)(51.3(d) attached hereto hereto, (“Programs”j) books and records relating to period of time prior to the Closing Date, including any confidential personnel records of the employees of the Property (e.g., evaluations, write-ups and other subjective materials, medical records, etc.), other than (k) the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materialsOperating Lease, and rights arising under or relating to (l) any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to other item expressly excluded from the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer transactions contemplated herein as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Priceprovided in this Agreement.

Transferred Assets. Except (a) Subject to the terms and conditions of this Agreement and in consideration of the obligations of the Buyer as to any Excluded Assetsprovided herein, Sellers hereby agree to contributeand except as otherwise provided in Section 1.2 hereof, conveyat the Closing the Seller shall sell, assign, transfer, grant, assign bargain, deliver and transferconvey, and Weatherford shall cause to be sold, assigned, transferred, granted, bargained, delivered and conveyed, to the Buyer, free and clear of all Liens, Claimsthe Seller's and the Affiliated Companies' entire right, interests title and Encumbrancesinterest in, each to and under the Business, as defined in a going concern, and all assets owned or used by the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) Seller or any of the Bankruptcy CodeAffiliated Companies in connection with or arising out of the Business of every type and description, dated October 8tangible and intangible, 2009, as wherever located and whether or not reflected on the same may be amended pursuant to Section 3.2 below books and records of the Seller (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following all of such assets, properties, rights and privileges ownedbusiness being hereinafter sometimes collectively referred to as the "Transferred Assets"), used including, but not limited to, (i) the Equipment, including the Equipment set forth in Section 1.1(a)(i) of the Disclosure Schedule; (ii) all Inventories, including the Inventories set forth in Section 1.1(a)(ii) of the Disclosure Schedule; (iv) all Real Property, including the Real Property set forth in Section 1.1(a)(iv) of the Disclosure Schedule; (v) the Leasehold Interests, including the Leasehold Interests set forth in Section 1.1(a)(v) of the Disclosure Schedule; (vi) all Proprietary Information, including the Proprietary Information set forth in Section 1.1(a)(vi) of the Disclosure Schedule; (vii) subject to Section 1.1(b) hereof, the benefit of all unfilled or held for use by Sellers as described below outstanding purchase orders, sales contracts, other commitments, contracts and engagements to which the Seller is entitled on the Closing Date and which relate to the Business (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”"Entitlements"); (2viii) The contracts listed on Schedule 1.1(a)(2) (all prepaid expenses and deposits made by the “Assumed Contracts”)Seller relating to the Business; (3ix) All vials all shares of Advexin capital stock of Arrow Oil Tools (Canada) Ltd. owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5x) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection any goodwill associated with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceBusiness.

Transferred Assets. Except as Seller shall, at the Closing, by special warranty deeds and bills of sale and other appropriate documents transfer, sell and assign to any Excluded Assets, Sellers hereby agree to contribute, convey, grant, assign and transferBuyer, free and clear of Liensany claim, Claimslitigation, interests proceeding, security interest, lien or encumbrance of any kind or nature whatsoever, except those, if any, which are set forth in and Encumbrancesdesignated as such on the Schedules to this Agreement, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) all of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, properties and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights assets of every nature and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin description owned by Sellers as of the date of this Agreement and not previously sold includingSeller, specificallyor in which Seller has a right, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% title or interest, and all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual operation of the Business, including, without in any way limiting the generality of the foregoing, (i) the Real Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(56.08 hereto and all improvements thereon and interest therein, (ii) attached hereto intentionally deleted (“Programs”iii) all prepaid expenses of the Business and all accounts receivable of the Business as at the Closing Date, as recorded in the books and records of the Division, (iv) inventories (including raw materials, work in process, and finished goods) and supplies (the "Inventory"), (v) all patents, trademarks, copyrights, trade names, technologies, drawings, specifications, know-how and other than the Excluded Assets, trade secrets owned or controlled by Seller or in which Seller has an interest including but not limited to trademarksthose described on Schedule 3.01(v) to this Agreement (collectively, regulatory filings referred to as the "Intellectual Property"), (vi) all machinery, equipment, vehicles, furniture and correspondencefixtures owned by Seller in relation to the Business, clinicalincluding without limitation those items listed in Schedule 3.01(vi) hereto, preclinical (vii) the leases of real estate listed in Schedule 6.09 and other dataleases of personal property as described in Schedule 3.01(vii) hereto, documentation(viii) all agreements, biological materialsincluding customer agreements, tangible research materialssales representative agreements, supply contracts, mill service and processing agreements, purchase and sales orders, and collective bargaining agreements including without limitation such agreements described in Schedules 6.13 hereto, (ix) rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets name "Luria Brothers", (x) the full benefit of all warranties and warranty rights (express and implied) against manufacturers or Programs, and rights or claims arising thereunder. To the extent that vendors which apply to any of the Assets for whatever reason and all maintenance contracts on machinery, equipment and the other Assets (to the extent such warranties or contracts are not assignable or cannot be conveyed, assigned or transferred by Sellers the benefits thereunder are transferable to Buyer at Closing (other than Additional Contracts which are dealt with separately hereinthe Buyer), Sellers hereby agree (xi) all licenses required under applicable environmental laws for operation of the Business and permits held by Seller in relation to take such actions requested by Buyer the Business, to the extent transferable, which licenses and permits are listed in Schedule 3.01(xi) hereto, and (xii) the business of the Division, including all books and records relating thereto and the goodwill connected therewith including the customer list of the Division, (collectively called the "Assets"). Notwithstanding the foregoing, there shall be excluded from the Assets those assets listed in Section 3.02 of this Agreement and defined as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceExcluded Assets.

Transferred Assets. Except as Upon the terms and subject to any Excluded Assetsthe conditions set forth in this Agreement, (1) RAI shall, and shall cause the other Sellers hereby agree to, and (2) pursuant to contributethe Lorillard Transfer Agreement with respect to certain assets of the Lorillard Asset Owners, Lorillard shall, and shall cause the Lorillard Asset Owners to, sell, convey, grantassign, assign transfer and transferdeliver to the Acquiror (or one or more of its designated Affiliates, including, in the case of the blu Brand Intellectual Property, Dutch IPCo), at the Closing or the Lorillard Transfer Closing, as the case may be, free and clear of all Liens, Claimsexcept for Permitted Liens, interests and Encumbrancesthe Acquiror (or one or more of its designated Affiliates, each as defined including, in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) case of the Bankruptcy Codeblu Brand Intellectual Property, dated October 8Dutch IPCo) shall purchase, 2009acquire and accept from RAI or the other Sellers at the Closing or the Lorillard Transfer Closing, as the same case may be amended pursuant be, all of the Sellers’ right, title and interest in and to Section 3.2 below (x) other than Excluded Assets and the “Sale Order”) to Buyer at Retained Lorillard Brands, all of the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, properties and rights and privileges owned, used or held for use by Sellers as described below primarily in, or arising, directly or indirectly, primarily out of the operation or conduct of the PR Business or the Lorillard Business, and (y) all of the following assets, properties and rights ((x) and (y) collectively, the “Transferred Assets”): (1i) All (A) the owned real property listed in Section 2.01(a)(i)(A) of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Disclosure Schedule 1.1(0(1) (the “Transferred Intellectual Property RightsOwned Property”); , together with all improvements and fixtures and all appurtenances thereto and rights in respect thereof, and (2B) The contracts all interests, rights and benefits under the leases and other agreements relating to the leased real property listed on Schedule 1.1(a)(2in Section 2.01(a)(i)(B) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold includingDisclosure Schedule (collectively, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Leased Property”); (4ii) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and (A) all of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, raw materials, propertieswork-in-process, rights finished goods and privileges ownedproducts, controlledsupplies, packaging, packaging materials, parts and other inventories used or held for use by Sellers in connection with primarily in, or arising, directly or indirectly, primarily out of the Transferred Intellectual Property Rightsoperation or conduct of, the Assumed Contracts and business of the Transferred Personal Propertyblu Brand, wherever located, including any such being held on consignment, bailment, or relating to other arrangement (collectively, the programs listed on Schedule 1.1(a)(5) attached hereto (“Programsblu Brand Inventory”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.;

Transferred Assets. Except Subject to the terms and conditions of this Agreement, as of the Closing Date, Hersha Owner agrees to any Excluded Assets, Sellers hereby agree transfer to contribute, convey, grant, assign and transferOwner JV, free and clear of Liensliens and encumbrances other than the Permitted Exceptions, Claimsand Owner JV agrees to receive from Hersha Owner, interests and Encumbrances, each as defined in the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) all of the Bankruptcy Codefollowing items (collectively, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “AssetsProperty”): (1a) All all of Sellers’ interestHersha Owner’s right, right title and title interest in and to the patents land described on Exhibit A hereto with all rights, privileges and related intellectual property rights listed on Schedule 1.1(0(1) easements appurtenant thereto (collectively, the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Real Property”); (4b) All all of Sellers’ equity Hersha Owner’s right, title, and interest in VirRx; Inc.and to all buildings, a Delaware corporation, which is understood to be a 49% interestimprovements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of SellerHersha Owner’s rights under any shareholder agreementsright, investment contracts title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or other agreements effecting leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or related stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the equity interest in VirRx; Inc.Hotel on hand as of the Closing Date, but subject specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Hampton Inns Franchise LLC (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any restrictions on applicable law prohibits the transfer set forth in of alcoholic beverages to Owner JV, and (z) any such agreementsand all cash-on-hand, providedFF&E reserves, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transferxxxxx cash funds; and (5ii) All other assetsto the extent assignable at no cost or expense to Hersha Owner, materials, properties, rights all intangible personal property owned or possessed by Hersha Owner and privileges owned, controlled, used or held for use by Sellers exclusively in connection with the Transferred Intellectual ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and privileges, (2) trade names (other than the names “Hersha” or any derivative thereof or “Hampton Inn” and “Hampton Inn Times Square”, trademarks and logos (except to the extent owned or held by Franchisor), names of hotel restaurants and other food and beverage outlets, technology and technical information, warranties, plans, drawings and general intangibles pertaining to the Real Property Rights, the Assumed Contracts and the Transferred Personal PropertyProperty related to the Hotel (e.g., phone numbers, internet addresses and domain names), (3) the share of the final night’s room revenue for the Hotel of registered guests (who have not checked out and who were occupying rooms as of the Adjustment Point, as defined herein), including any sales taxes, room taxes or other taxes thereon (the “Rooms Ledger”) determined pursuant to Article 3, (4) [reserved], (5) reservations and agreements made or entered into prior to Closing for rooms or other facilities at the Hotel to be utilized on or after the Closing Date, or for catering services or other hotel services to be provided on or after the Closing Date at or by the Hotel (the “Advance Bookings”), and (6) all licenses, permits, concessions and approvals required by any Governmental Authority, as defined herein, or otherwise appropriate with respect to the construction, ownership, operation, leasing, maintenance, or use of the Property or any part thereof (the “Authorizations”), but specifically excluding any and all liquor licenses and permits or rights relating to the programs sale of liquor at the Hotel (but subject to Section 1.5), any proprietary information concerning Hersha Owner, Hotel Manager or any of their respective affiliates or their properties or other assets (e.g., sales training manuals and interfacing software), and any software licenses for business center computers; and (d) all of Hersha Owner’s right, title, and interest in all written service, supply, trash removal, maintenance, construction, capital improvement and other similar contracts (including any agreements pertaining to facilities not located at the Property, but which are required and presently used for the operation of the Property) in effect with respect to the Property related to the construction, operation, or maintenance of the Property (collectively, the “Contracts”) (but excluding (i) those contracts that Owner JV timely “rejects” pursuant to, and to the extent permitted under, Section 5.1 and (ii) those national contracts, applicable to multiple 8 hotels, which are identified on Schedule 1.3(d) hereto), in each case, (x) to the extent assignable or transferable at no cost or expense to Hersha Owner, and, if consent is required, to the extent such consent is obtained, (y) to the extent Hersha Owner has not terminated such Contract as provided in Section 5.1(h), and (z) specifically excluding any management agreements, hotel franchise agreements, trademark agreements, and any and all contracts or rights relating to the sale of liquor at the Hotel (but subject to Section 1.5). (a) Hersha Owner’s cash in bank accounts and invested with financial or other institutions, (b) any and all accounts receivable other than the above-described share of the Rooms Ledger (collectively, the “Excluded Receivables”), (c) any credit card merchant numbers of Hersha Owner, (d) any insurance policies related to the Property including, without limitation, general liability, operational liability, business interruption, fire and casualty policies, and all proceeds and claims thereunder, (e) any asset management services provided for the benefit of Hersha Owner or the Property by any affiliate of Hersha Owner, (f) any refunds (including, without limitation, refunds of real estate taxes) attributable to the period prior to the Closing Date, (g) the items described in subsection (x), (y), and (z) of Section 1.3(c)(i), (h) the name “Hersha” or any derivative thereof and the names “Hampton Inn” and “Hampton Inn Times Square” and all items containing such name,] (i) the contracts listed on Schedule 1.1(a)(51.3(d) attached hereto hereto, (“Programs”j) books and records relating to period of time prior to the Closing Date, including any confidential personnel records of the employees of the Property (e.g., evaluations, write-ups and other subjective materials, medical records, etc.), other than (k) the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materialsOperating Lease, and rights arising under or relating to (l) any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to other item expressly excluded from the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer transactions contemplated herein as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Priceprovided in this Agreement.

Transferred Assets. Except as (a) The Seller Parties have good, valid and marketable title to, or have other legal rights to any Excluded possess and use, all of the Transferred Assets, Sellers hereby agree to contribute, convey, grant, assign and transfer, free and clear of Liensall Encumbrances (including Encumbrances resulting from any indebtedness of any Seller Party), Claimsother than Permitted Exceptions. This Agreement, interests the Ancillary Agreements and Encumbrancesthe instruments and documents to be delivered by the Seller Parties to the Buyer Parties at or following the Closing shall be adequate and sufficient to transfer to the Buyer or one of its Affiliates the Seller Parties’ entire right, each as defined title and interest in and to the Order Approving Debtors’ Motion Transferred Assets, subject to Sell Property Under Section 363(b2.5. (b) The transfer to the Buyer Parties of the Bankruptcy CodeTransferred Assets pursuant to this Agreement, dated October 8together with the Buyer’s rights under this Agreement and the Ancillary Agreements, 2009comprise the assets (tangible and intangible, excluding Intellectual Property) required to operate the Business as currently conducted and are sufficient for the continued conduct of the Business immediately after the Closing in substantially the same may be amended pursuant to Section 3.2 below (manner in all material respects as such operations are being conducted by the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following assets, properties, rights and privileges owned, used or held for use by Sellers as described below (the “Assets”): (1) All of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Schedule 1.1(0(1) (the “Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of Seller Parties immediately preceding the date of this Agreement and Agreement, except that (i) the Seller Parties will not previously sold including, specifically, without limitation, those vials and other items of personal property be assigning to the Buyer Parties the agreements listed on Schedule 1.1(a)(33.4(b) of the Disclosure Schedules with customers, manufacturers, distributors, vendors, contractors or suppliers or equipment lessors of the Business, and the Buyer Parties will have to secure its own agreements with such parties; (ii) the “Transferred Personal Property”Seller Parties are not transferring all real property currently used by the Business and the Buyer Parties will have to secure their own real property; (iii) except as otherwise set forth in the Transition Services Agreement, the Business will no longer have the benefit of any of the Seller Group’s (a) shared resources including manufacturing, operations (including product test engineering, package design, product engineering and supply chain management);, central engineering, sales operations, finance, human resources, IT, facilities, legal services or legal personnel, except to the extent included as a Business Employee or (b) insurance policies, and (iv) the Seller Parties will not provide any access to any employee benefit plans of the Seller Group to any Business Employee after the Closing Date. (4c) All Except for the Excluded Intellectual Property identified on Schedule 3.4(c) of Sellers’ equity interest in VirRx; Inc.the Disclosure Schedules, a Delaware corporationthe Transferred Intellectual Property, which together with the Licensed Intellectual Property, the third-party Intellectual Property in-licensed under the Assumed Contracts, and the services provided to the Buyer Parties pursuant to the Transition Services Agreement, constitutes all of the material Intellectual Property owned or used by Seller to develop, have manufactured and commercialize the Transferred Products as of the Closing Date. For the avoidance of doubt, this Section 3.4(c) is understood not intended to be a 49% interest, and all representation as to infringement or non-infringement of Seller’s rights under any shareholder agreements, investment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred third party Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase Price.

Transferred Assets. Except as On the terms and subject to any Excluded Assetsthe conditions set forth in this Agreement and subject to the exclusions set forth in Section 2.02(b), at the Closing, GE shall, and shall cause the other Asset Sellers hereby agree to contributeto, sell, convey, grantassign, assign transfer and transferdeliver to the Acquiror (or its designated Affiliates), free and clear of all Liens, Claimsexcept for Permitted Liens, interests and Encumbrancesthe Acquiror (or its designated Affiliates) shall purchase, each as defined in acquire and accept from GE and the Order Approving Debtors’ Motion to Sell Property Under Section 363(b) other Asset Sellers, all of the Bankruptcy CodeAsset Sellers’ right, dated October 8title and interest in and to all of the assets, 2009properties (whether real or personal), as rights, Contracts and claims Related to the same may be amended pursuant to Section 3.2 below Business (the “Sale Order”) to Buyer at the Closing, and Buyer hereby agrees to accept from Sellers at the Closing, the following other than assets, properties, rights rights, Contracts and privileges ownedclaims contained in the Business Subsidiaries) as the same shall exist on the Closing Date, used or held for use including all assets, properties, rights, Contracts and claims shown on the Reference Balance Sheet not contained in the Business Subsidiaries, other than those assets disposed of since the date of the Reference Balance Sheet in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets Related to the Business acquired by the Asset Sellers as described below after the date of the Reference Balance Sheet and prior to the Closing (collectively, the “Transferred Assets”):). Without limiting the foregoing, the following shall be included among the Transferred Assets: (1i) All the owned real property listed in Section 2.02(a)(i) of Sellers’ interest, right and title to the patents and related intellectual property rights listed on Disclosure Schedule 1.1(0(1) (the “Transferred Intellectual Property RightsOwned Property”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as , together with all improvements, fixtures and all appurtenances thereto and rights in respect thereof, and, subject to Section 2.03, all interests, rights and benefits of the date of this Agreement and not previously sold including, specifically, without limitation, those vials Asset Sellers Related to the Business under the leases and other items of personal agreements relating to the leased real property listed on in Section 2.02(a)(i) of the Disclosure Schedule 1.1(a)(3) (the “Transferred Personal Leased Property”); (4ii) All all raw materials, work-in-process, finished goods, supplies and other inventories Related to the Business, including any such being held by (A) customers of the Business pursuant to consignment arrangements, or (B) suppliers of the Business under tolling arrangements (collectively, the “Inventory”); (iii) subject to Section 2.03, all rights under the Assumed Contracts, including the Assumed Contracts listed in Section 2.02(a)(iii) of the Disclosure Schedule; (iv) subject to Section 2.03, all rights under Intellectual Property licenses from third parties Related to the Business (the “Assumed IP Licenses”), including the licenses listed in Section 2.02(a)(iv) of the Disclosure Schedule; (v) all accounts, notes and other receivables arising out of the sale of goods of the Business other than VAT receivables; (vi) all expenses Related to the Business that have been prepaid by the Asset Sellers, including ad valorem Taxes and lease and rental payments; (vii) subject to Section 2.03, all claims, causes of action, defenses and rights of offset or counterclaim against third parties relating to the Transferred Assets or any Assumed Liability, including unliquidated rights under manufacturers’ equity interest and vendors’ warranties; (viii) all Company Intellectual Property and Company Technology; (ix) subject to Section 2.03, all licenses, permits or other governmental authorizations that are Related to the Business; (x) all books, records, files and papers, whether in VirRx; Inc.hard copy or computer format, a Delaware corporationincluding engineering information, which sales and promotional literature, manuals and data, sales and purchase correspondence, customer lists, lists of suppliers, personnel and employment records in each case that are Related to the Business and copies of any information relating to Taxes imposed on the Business, in each case other than (A) any books, records or other materials that the Asset Sellers are required by Law to retain (copies of which, to the extent permitted by Law, will be given or made available to the Acquiror) and (B) personnel and employment records for employees and former employees of the Asset Sellers who are not Transferred Employees; (xi) all computer software programs listed in Section 2.02(a)(xi) of the Disclosure Schedule and, subject to Section 2.03, all rights under licenses thereto; (xii) all goodwill that is understood Related to be a 49% interestthe Business; (xiii) all assets expressly transferred pursuant to Exhibit C hereof; (xiv) all rights and claims under any and all transferable warranties extended by suppliers, vendors, contractors, manufacturers and licensors Related to the Business, and all claims, defenses, causes of Seller’s action, rights under any shareholder agreementsof recovery, investment contracts or other agreements effecting or related rights of set off, and rights of recoupment Related to the equity interest Business or the Transferred Assets or the Assumed Liabilities (other than in VirRxeach case any claims against GE or any of its Affiliates; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts nothing in this Section 2.02(a)(xiv) shall limit any claims, defenses, causes of action, rights of recovery, rights of set off, and rights of recoupment of the Acquiror or any Acquiror Indemnified Party under any Transaction Agreement or relating to resolve the purchase and sale of goods and services in the ordinary course of business); (xv) all insurance proceeds received or receivable under any insurance policy written prior to the Closing Date in connection with (I) the damage or complete destruction of any of the Transferred Assets prior to the Closing that would have been included in the Transferred Assets but for such damage or complete destruction, and (II) subject to Section 5.06, any Assumed Liability; (xvi) other than with respect to sales of Inventory in the ordinary course of business consistent with past practice, all proceeds net of expenses incurred in connection with the sale, transfer restrictions or settlement, resulting from (A) any sales or transfers from and effect after the transferdate hereof through the Closing (that are permitted pursuant to Section 5.01) of any asset that would have been included in the Transferred Assets but for such sale or transfer or (B) any settlement from and after the date hereof through the Closing of any claims or other causes of action that would have been included in the Transferred Assets but for such settlement; and (5xvii) All all other assets, materialsproperties or rights of every kind and description, propertieswherever located, rights and privileges whether real, personal or mixed, tangible or intangible, that are owned, controlled, licensed or otherwise held or used by the Asset Sellers or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts their Affiliates and the Transferred Personal Property, or relating Related to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and rights arising under or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality or similar agreements relative to the Assets or Programs, and rights or claims arising thereunder. To the extent that any of the Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and maintaining any license required to be maintained for such sublicense to survive) to give Buyer the benefits of such Assets for no additional consideration beyond the Purchase PriceBusiness.