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 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 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 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 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 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), including, without limitation, (1) utility and development rights and privileges, (2) trade names (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 names “Hersha” or relating to any and all protective covenant, noncompetition, nonsolicitation, confidentiality derivative thereof 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 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 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 Upon and subject to any Excluded Assetsthe terms and conditions of this Agreement, Sellers WECU hereby agree assigns and transfers to contributePDH ULC, conveyand PDH ULC hereby accepts the assignment and transfer from WECU of the following properties, grant, assign and transfer, free and clear of Liens, Claimsassets, interests and Encumbrancesrights (collectively, 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”): (1) All all right, title and interest in and to all of Sellers’ interestWECU’s properties, right assets, interests and title rights pertaining directly and exclusively to the patents Project, including the following (a) the real or immovable property described in Schedule 2.1(1)(a) and related intellectual property rights listed on Schedule 1.1(0(1all plant, buildings, structures, improvements, appurtenances and fixtures (including fixed machinery and fixed equipment) thereon or forming part thereof pertaining directly and exclusively to the Project (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 materials, equipment, machinery, motor vehicles, supplies, accessories and other chattels pertaining directly and exclusively to the Project, including any materials, equipment, machinery, motor vehicles, supplies, accessories and other chattels ordered by WECU for use in the Project but not yet received; (c) all licences, permits, authorizations, regulatory approvals or other evidence of Sellers’ equity interest authority pertaining directly and exclusively to the Project or the properties, assets, interests and rights pertaining directly and exclusively thereto issued or granted to, conferred upon, or otherwise created for WECU; (d) all contracts and agreements pertaining directly and exclusively to the Project to which WECU is a party, including (i) all leases, subleases, rights-of-way, easements, surface access agreements or other instruments pertaining directly and exclusively to the Project, including all purchase options, prepaid rents, security deposits, licences, permits and regulatory approvals pertaining directly and exclusively thereto and all leasehold improvements thereon, (ii) all licenses granted to WECU of rights and interests in VirRxand to technology, engineering data, design and engineering specifications pertaining directly and exclusively to the Project; Inc.(iii) all construction contracts, a Delaware corporationengineering contracts and other service agreements pertaining directly and exclusively to the design and construction of the Project; (iv) all leases of personal property pertaining directly and exclusively to the Project, which is understood including all purchase options, prepaid rents, security deposits, licences and permits relating thereto and all leasehold improvements thereon; and (v) all other contracts and agreements pertaining directly and exclusively to be a 49% interestthe Project, in each case including any contracts and agreements described in Schedule 2.1(1)(d); (e) all books, records, files, papers, reports and data of WECU pertaining directly and exclusively to the Project or the properties, assets, interests and rights pertaining directly and exclusively thereto, including books of account and other financial data and information, engineering studies and work product, drawings, reports and data that pertain to seismic, geological or geophysical matters, including all records, data and information stored electronically, digitally or on computer-related media; (f) all trade-marks and trade-xxxx applications, trade names, certification marks, patents and patent applications, copyrights, domain names, industrial designs, trade secrets, know-how, formulae, processes, inventions, technical expertise, research data and other similar property, all associated registrations and applications for registration owned or used by WECU directly and exclusively in the Project, and all associated rights, including moral rights, associated with any of Seller’s the foregoing; (g) all accounts receivable, notes receivable, loans receivable and other evidences of indebtedness and rights under any shareholder agreements, investment contracts or other agreements effecting or related to receive payments pertaining directly and exclusively to the equity interest in VirRx; Inc.Project or the properties, but subject to assets, interests and rights pertaining directly and exclusively thereto and any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions security arrangements and effect collateral securing the transferrepayment and satisfaction of the foregoing; and (5h) All other assetsall prepayments, materialsprepaid charges, propertiesdeposits, rights sums and privileges owned, controlled, used fees pertaining directly and exclusively to the Project 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 respect of any of the Assets for whatever reason are not or cannot be conveyedproperties, assigned or transferred by Sellers to Buyer at Closing (other than Additional Contracts which are dealt with separately herein)assets, 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 interests 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 Pricerights pertaining directly and exclusively thereto.

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 (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 Upon and subject to any Excluded Assetsthe terms and conditions of this Agreement, Sellers WECU hereby agree assigns and transfers to contributeXxxxxxxx Horizon, conveyand Xxxxxxxx Horizon hereby accepts the assignment and transfer from WECU of the following properties, grant, assign and transfer, free and clear of Liens, Claims, assets interests and Encumbrancesrights (collectively, 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”): (1) All all right, title and interest in and to all of Sellers’ interestWECU’s properties, right assets, interests and title rights pertaining directly and exclusively to the Projects, including the following: (a) all materials, equipment, machinery, motor vehicles, supplies, accessories and other chattels pertaining directly and exclusively to the Projects, including any materials, equipment, machinery, motor vehicles, supplies, accessories and other chattels ordered by WECU for use in the Projects but not yet received; (b) all licences, permits, authorizations, regulatory approvals or other evidence of authority pertaining directly and exclusively to the Projects or the properties, assets, interests and rights pertaining directly and exclusively thereto issued or granted to, conferred upon, or otherwise created for WECU; (c) all contracts and agreements pertaining directly and exclusively to the Projects to which WECU is a party, including (i) all leases, subleases, rights-of-way, easements, surface access agreements or other instruments pertaining directly and exclusively to the Projects, including all purchase options, prepaid rents, security deposits, licences, permits and regulatory approvals pertaining directly and exclusively thereto and all leasehold improvements thereon, (ii) all licenses granted to WECU of rights and interests in and to technology, engineering data, design and engineering specifications pertaining directly and exclusively to the Projects; (iii) all construction contracts, engineering contracts and other service agreements pertaining directly and exclusively to the design and construction of the Projects; (iv) all leases of personal property pertaining directly and exclusively to the Projects, including all purchase options, prepaid rents, security deposits, licences and permits relating thereto and all leasehold improvements thereon; and (v) all other contracts and agreements pertaining directly and exclusively to the Projects, in each case including any contracts and agreements described in Schedule 2.1(1)(c), but excluding the NOVA Agreement, which is addressed in Section 2.1(3) below; (d) all books, records, files, papers, reports and data of WECU pertaining directly and exclusively to the Projects or the properties, assets, interests and rights pertaining directly and exclusively thereto, including books of account and other financial data and information, engineering studies and work product, drawings, reports and data that pertain to seismic, geological or geophysical matters, including all records, data and information stored electronically, digitally or on computer-related media; (e) all trade-marks and trade-xxxx applications, trade names, certification marks, patents and related intellectual property patent applications, copyrights, domain names, industrial designs, trade secrets, know-how, formulae, processes, inventions, technical expertise, research data and other similar property, all associated registrations and applications for registration owned or used by WECU directly and exclusively in the Projects, and all associated rights, including moral rights, associated with any of the foregoing; (f) all accounts receivable, notes receivable, loans receivable and other evidences of indebtedness and rights listed on Schedule 1.1(0(1to receive payments pertaining directly and exclusively to the Projects or the properties, assets, interests and rights pertaining directly and exclusively thereto and any security arrangements and collateral securing the repayment and satisfaction of the foregoing; and (g) (all prepayments, prepaid charges, deposits, sums and fees pertaining directly and exclusively to the “Transferred Intellectual Property Rights”)Projects or held in respect of any of the properties, assets, interests and rights pertaining directly and exclusively thereto; (2) The contracts listed on Schedule 1.1(a)(2) (all of WECU’s right, title and interest in and to the “Assumed Contracts”)CNRL Agreement; (3) All vials all of Advexin owned by Sellers as WECU’s dedication obligations under Section 4.1(b) of the date of this NOVA Agreement which relate to OC2 derived from Horizon Liquids 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”);right to be paid for OC2 derived from Horizon Liquids in accordance with the NOVA Agreement; and (4) All all of Sellers’ equity WECU’s right, title and interest in VirRx; Inc., a Delaware corporation, which is understood and to be a 49% interest, the ACMLP Interests and all of Seller’s rights under any shareholder agreementsproperties, 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, interests and rights arising under or relating to any pertaining directly 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 Priceexclusively thereto.

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.