Common use of Acquired Assets Clause in Contracts

Acquired Assets. At the Closing, Seller agrees to sell and deliver to Buyer all the right, title and interest that Seller possesses and has the right to transfer in and to all of the assets constituting the Division (the "ACQUIRED ASSETS"), which includes the following: - all products and inventories, tangible or intangible and in whatever medium, and whether raw materials, work-in-progress, samples, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen (15) months until the expiration date thereof (the "INVENTORY"); - to the extent assignable, all governmental or administrative licenses, certificates, permits, approvals, and registrations (the "PERMITS"); - all intellectual property, and in each case, the goodwill associated therewith, including all trademarks, service marks, trade names, including, without limitation, the name "ZILACTIN" (and derivatives), copyrights, know-how, patents, trade secrets, internet domain names, and telephone numbers (the "INTELLECTUAL PROPERTY"); - all formulae, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent relating to the Business Division or the products or affecting the Acquired Assets; - all credits, prepaid expenses, deferred charges, security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders as of the Closing Date; - the customer, supplier and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by category.

Acquired Assets. At Subject to the Closingterms and conditions hereof, on --------------- the Closing Date (as defined below), Seller agrees shall sell, transfer and assign to sell Buyer, and deliver to Buyer shall purchase and acquire from Seller, all the of Seller's right, title and interest that Seller possesses and has the right to transfer in and to all of the assets constituting the Division listed below (the "ACQUIRED ASSETSAcquired Assets" or the "Acquired Business"), which includes the following: - free and clear of any and all products and inventoriesliens, tangible claims, liabilities, encumbrances or intangible and in whatever mediumobligations: (a) those uncompleted contracts, subcontracting arrangements, and whether raw materialspurchase orders listed on Schedule A hereto for the design of software and computer systems, work-in-progressthe provision of consulting services and training, samplesand the marketing, prototypes demonstration, distribution and resale of software, except for any such contracts, arrangements or finished goods provided purchase orders that all finished goods shall have a minimum of fifteen Buyer designates (15prior to or at Closing) months until the expiration date thereof as not accepted (the "INVENTORYAcquired Contracts"); - ; (b) all deposits or fees paid by Seller pursuant to the extent assignableAcquired Contracts; (c) all intellectual property and technology rights used or held for use and necessary in the conduct of Seller's business, including without limitation: all governmental or administrative software licenses, certificatesproduct licenses, permitssoftware development rights, approvalsdeveloped applications, computer programs, computer systems, source codes, data systems, development methodologies and registrations (the "PERMITS"); - all intellectual property, and in each case, the goodwill associated therewith, including all trademarks, service marks, trade names, including, without limitation, the name "ZILACTIN" (and derivatives), copyrights, know-how, patents, trade secrets, internet domain names, and telephone numbers (the "INTELLECTUAL PROPERTY"); - all formulae, manufacturing instructions, batch formulations, technologies, analytical methodspractices, trade secrets, know-how, technical information, research records, test information, market surveys, marketing information, trademarks, tradenames, and product specifications pertaining to products copyrights, the name "Encore Consulting," "Encore," or any variation thereof, and all applications or licenses for the foregoing (hereinafter collectively referred to as collectively, the "TECHNICAL INFORMATIONIntellectual Property"); (d) accounts receivable relating to services performed under the Acquired Contracts on or after December 2, 1996, plus unbilled amounts due to Seller for services performed under the Acquired Contracts on or after December 2, 1996; (e) all permits, licenses, approvals and all notebooksauthorizations by governmental or regulatory authorities relating to the Acquired Contracts and Seller's business ("Permits"), records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent relating to the Business Division or the products or affecting the Acquired Assets; - transferable; (f) all credits, prepaid expenses, deferred charges, security deposits client and prepaid items listed in Schedule 2.1; - all unshipped orders as of the Closing Date; - the customer, supplier and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer ordersaccount information, customer lists, distribution contact lists, price subcontractor lists, operating manualsand independent contractor lists relating to or utilized in the current or past conduct of Seller's business; (g) all contracts with employees (other than with the Owners) and all contracts with independent contractors, including without limitation the rights of Seller thereunder with respect to confidentiality and non-compete covenants by such employees and independent contractors; (h) all claims and rights against third parties relating to the Acquired Assets, including without limitation, insurance claims, vendors' warranties, rights of recovery, set-offs and credits; (i) all computer equipment, including, but not limited to the following hardware: laptop computers, desktop computers and printers, and software, business plans, models, forecasts, training agreements, practices and techniques; (j) all books, records, mailing listsinformation and documentation regarding the foregoing; (k) all furniture, advertising materialsoffice equipment, purchasing materials and records, research and development files, litigation files and telephonephone systems, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of machines; and (l) all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by categorygoodwill associated with the Acquired Business.

Acquired Assets. At Subject to the Closingterms and conditions of this Agreement, Seller agrees on and as of the "Closing Date" (as hereinafter defined), Sierra shall sell to sell the Buyer, and deliver to the Buyer all shall purchase from Sierra, all, and not less than all, of the rightassets and properties of Sierra (other than the "Excluded Assets" hereinafter defined) as set forth herein, title and interest that Seller possesses and has as same are constituted on the right to transfer in and to Closing Date (collectively, the "Assets"). Without limiting the generality of the foregoing, the Assets shall be comprised of all of the assets constituting following: (I) All (i) cash on hand, cash and cash equivalent items held by or on behalf of Sierra, including without limitation checking accounts, marketable securities, bank 7 accounts and other cash items, (ii) the Division proceeds of accounts receivable including uncashed checks in payment thereof received by Sierra on or prior to the Closing Date, and (iii) related investments readily convertible into cash of Sierra (collectively, the "ACQUIRED ASSETSCash Items"); (II) All trade accounts receivable, notes receivable and other rights to receive payment from customers of Sierra, including therein all accrued accounts receivable representing amounts payable in respect of products and services sold or otherwise provided to customers of Sierra which have not been invoiced or billed as at the Closing Date (collectively, the "Receivables"); provided, that the term Receivables shall not include those specific accounts receivable, if any, which includes the following: - all products and inventories, tangible or intangible and in whatever medium, and whether are set forth on Schedule 1(A)(ii) annexed hereto; (III) All inventories of raw materials, work-in-progressprocess, samplesfinished goods, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen operating supplies and materials, factory and maintenance supplies and related inventory items, which are owned by Sierra and used in connection with its business (15) months until the expiration date thereof (collectively, the "INVENTORYInventories"); (IV) All assumable prepaid items of Sierra for which the Company would receive an economic benefit following the Closing Date, and appropriately pro-rated through the Closing Date (collectively, the "Prepaid Items"); (V) All (i) machinery, equipment, molds, tooling, jigs, dies, measuring and calibrating devices, automobiles and other vehicles, files, systems, furniture, fixtures, office equipment and (subject to the terms and conditions respecting ownership thereof as provided by the terms and conditions of any lease and/or agreements with respect to the occupancy of Real Property referred to in Section 1(A)(x) hereof) leasehold improvements of Sierra which are owned by Sierra (collectively, the "Fixed Assets"); - (ii) those additional Fixed Assets listed on Schedule 1(A)(v) annexed hereto which have been ordered for Sierra prior to the extent assignableClosing Date, all governmental whether or administrative licensesnot received as at the Closing Date; and (iii) those leases of personal property listed on Schedule 1(A)(v) annexed hereto; (VI) All letters patent, certificatespatent applications, permits, approvals, and registrations (the "PERMITS"); - all intellectual property, and in each case, the goodwill associated therewith, including all trademarks, service marks, copyrights and trade names, includingtrademarks, without limitationcomputers, the name "ZILACTIN" computer equipment, computer programs, computer software, and computer systems (and derivativesother than those listed on Schedule 1(B)(ii)), copyrightslibrary of books, records, know-how, patentstrade secrets, technical information, brochures and other related assets of Sierra pertaining to its business and owned by Sierra (collectively, the "Intellectual Property"); (VII) All customer lists, trade secrets, internet domain nameslicenses, permits, franchises, whether or not listed on Schedules to this Agreement, and telephone numbers related contract rights and other proprietary intangible assets of Sierra, whether or not confidential, and all books, records, printouts, drawings, data, files, notes, notebooks, accounts, invoices, correspondence and memoranda which are owned or possessed by Sierra (collectively, the "INTELLECTUAL PROPERTYDocuments and Records"); - all formulae; (VIII) All tools categorized as small hand tools and packaging and office supplies owned by Sierra, manufacturing instructionswhether or not expensed (collectively, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATIONSupplies"); (IX) All rights and benefits of Sierra under all: (i) purchase orders on hand and customer bids and quotations; and all notebooksother contract rights, records reports, databases (regarding stability results, release results commitments and assay results) and other written documentation claims of Sierra which contain or embody the Technical Information; - all rights of Seller are specified under or pursuant to all warrantiesmanufacturers' warranties and any licenses or license agreements relating to any Intellectual Property used by Sierra for its business; (ii) contracts and agreements, representations including orders and guarantees or otherwise from or against manufacturers commitments covering the purchase of Inventories and/or Supplies, the providing of services and/or products to customers, and agency, consultant and distributorship agreements; and (iii) all other contracts, orders and commitments which are not required to be scheduled pursuant to this Agreement and (in the case of such unscheduled contracts, orders and commitments) which have been entered into by Sierra in the normal and ordinary course of its business prior to the extent Closing Date and not in violation of the covenants contained in this Agreement (collectively, the "Contract Rights"); (X) All leasehold rights, as lessee, in and to those leases of real properties and improvements occupied by Sierra in connection with its business as are set forth of Schedule 1(A)(x) annexed hereto (the "Leased Real Estate"); (XI) The exclusive rights in and to the name "Sierra Press", and all trade names and trademarks associated therewith, whether alone or in conjunction with any other name or word, and all other names used by Sierra in connection with the operation of its business as a going concern; (XII) Except as it may relate to Excluded Assets and Excluded Liabilities, all rights, benefits and claims, including rights of indemnification, monetary relief and/or replacement of Inventories, products or supplies, which may be asserted against any vendor, manufacturer or supplier of Inventories, Fixed Assets or Supplies included in the Assets; (XIII) Except for the Excluded Assets referred to in Section 1.2 hereof, all other rights and assets tangible or intangible, of Sierra used by Sierra in connection with its business, except for such assets which have been disposed of in the normal and ordinary course of the business of Sierra and pursuant to this Agreement between the date hereof and the Closing Date; (XIV) All claims, recoveries, causes of action, documents and records relating to the Business Division or the products or affecting the Acquired Assets; - all creditspending proceedings, prepaid expenses, deferred charges, security deposits lawsuits and prepaid items listed in Schedule 2.1; - all unshipped orders claims to which Sierra is a party as of the Closing DateDate and relating to Sierra, the Assets and/or to its business; - the customerand (XV) All rights incident, supplier directly or indirectly, to insurance policies, proceeds, loss funds, claims, litigation and other contracts listed on Schedule 2.1 (together insurance accounts in connection with the licenses to Intellectual Property referenced aboveAssets, Sierra and the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related operation of the business prior to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by categoryClosing Date.

Acquired Assets. At On the Closingterms of this Agreement, Buyer agrees to purchase, acquire, assume, and accept from the Seller, and the Seller agrees to sell sell, convey, transfer, assign and deliver to Buyer Buyer, the following: (a) All of the bank and securities accounts identified on Schedule 2.1(a), all the ▇▇▇▇▇ cash, cash on deposit in banks or other financial institutions, prepaid accounts and security deposits of Seller and other cash equivalents of Seller and all certificates of deposit, bonds, stocks and other marketable securities of Seller held in connection with the Business, less the cash which Seller is entitled to retain as an Excluded Asset; (b) All rights to receive payment in respect of work performed or partially performed or products produced and sold, or committed to be sold, in connection with the Business at the Closing Date (“Receivables”), including intercompany receivables owed by the Excluded Business to the Business and resulting from sales of products to the Excluded Business; (c) All inventory, stock in trade, work in process, finished units, repair and replacement parts, and raw materials used primarily in or relating primarily to the Business (including goods in transit, consigned inventory, inventory sold on approval and rental inventory) at the Closing Date (“Inventory”), it being understood that all inventory at the Santa Fe Springs, California facility which is used in the conduct of the ▇▇▇▇▇ Power Pedestal business shall constitute Inventory; (d) All equipment (including spare parts), machinery, leasehold improvements, furniture, fixtures, furnishings, materials and supplies, data processing hardware, jigs, molds, tools, and dies and other personal property, wherever situated, owned by Seller and used primarily in the Business at the Closing Date; (e) Subject to Section 2.5 hereof, all of the right, title and interest that of Seller possesses in and has to the right leases of furniture, fixtures, equipment, machinery, motor vehicles and other personal and real property relating primarily to transfer the Business entered into and not terminated immediately prior to the Closing Date; (f) Subject to Section 2.5 hereof, all of the right, title and interest of Seller in and to all contracts, agreements and commitments including sales orders, purchase orders, and quotes relating primarily to the Business entered into and not terminated immediately prior to the Closing Date; (g) All of the right, title and interest of Seller in and to all customers lists, customers, marketing data and plans of the Business, advertising and display materials, sales literature, promotional material, catalogs, samples, demos and prototypes; (h) All of the right, title and interest of Seller in and to all Business records, human resources and personnel records, sales orders, files, engineering files, studies, surveys, customer and supplier data, pricing and cost information, technical information, purchase orders and commitments, invoices, manufacturing records, research and development records, engineering data and plans, production and testing techniques, formulae, manufacturing and production processes, specifications, designs, drawings and other documents and writings relating to the Business and all other files and records used in or related to the Business owned by Seller at the Closing Date (the “Business Records”); (i) All of the right, title and interest of Seller in and to all of the assets constituting the Division (the "ACQUIRED ASSETS"), which includes the following: - all products and inventories, tangible or intangible and in whatever medium, and whether raw materials, work-in-progress, samples, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen (15) months until the expiration date thereof (the "INVENTORY"); - Intellectual Property relating primarily to the extent assignable, Business owned by Seller at the Closing Date (including but not limited to all governmental or administrative licenses, certificates, permits, approvals, rights to the name “US Traffic Corporation” and registrations (the "PERMITS"); - all intellectual property, derivatives thereof and in each case, the goodwill associated therewith, including all trademarks, service marks, trade names, including, without limitation), the name "ZILACTIN" websites, the domain names and any energy credits (including but not limited to the items identified on Schedule 2.1(i); (j) All of the Seller’s products sold into the transportation and derivativeshighway safety markets and listed on Schedule 2.1(j); and (k) Subject to Section 2.5 hereof, copyrightsall of the Seller’s rights under any registration, know-howlicense, patentscertificate of occupancy, trade secretspermit or approval of any nature or grandfathered practice or authorization that permits Seller to use the Acquired Assets and to operate the Business; all ISO, internet domain namesGSA, QPL, UL and NTCIP certifications for Seller’s products and facilities; all rights benefiting Seller under any warranty, express or implied, which relate to the Acquired Assets, and telephone numbers (all other assets, other than the "INTELLECTUAL PROPERTY"); - all formulaeExcluded Assets, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, which are used primarily in and product specifications pertaining are necessary to products (operate the Business in substantially the same manner as conducted on the date hereof. The assets and property to be sold by Seller and acquired by Buyer in accordance with this Agreement are hereinafter collectively referred to as the "TECHNICAL INFORMATION") and “Acquired Assets.” The Acquired Assets include all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent relating to assets used primarily in connection with the Business Division or by Seller at the products or affecting Closing, other than the Excluded Assets. The omission of any of the Acquired Assets; - all credits, prepaid expenses, deferred charges, security deposits and prepaid items listed Assets from any schedule or schedules hereto shall not preclude the acquisition by Buyer of such Acquired Assets in Schedule 2.1; - all unshipped orders the same manner as of the Closing Date; - the customer, supplier and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible if such Acquired Assets had been included in such schedule or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by categoryschedules.

Acquired Assets. At Subject to the Closingterms and conditions set forth in this Agreement, at the Closing referred to in Article V hereof, the Seller agrees to sell shall sell, assign, transfer, and deliver to the Buyer, and the Buyer all the rightshall purchase, title acquire, and interest that Seller possesses take assignment and has the right to transfer in and to delivery of all of the following assets constituting (all of which assets are hereinafter referred to collectively as the Division "Acquired Assets"): (a) the equipment described on SCHEDULE 2.1(A) hereto (the "ACQUIRED ASSETSEquipment") used in the manufacturing of nisin at the location designated on SCHEDULE 2.1 (A) (the "Location"), which includes the following: - ; (b) all products good and inventories, tangible or intangible and in whatever medium, and whether saleable inventory of Wipe Out (including raw materials, work-in-progress, samples, prototypes or process and finished goods provided that all finished goods shall have a minimum of fifteen (15goods) months until the with an expiration date thereof of no earlier than January 31, 2000, contained at any of the Seller's warehouses, offices and other premises and at the Location (collectively, the "Inventory"). The Inventory shall be listed on a schedule to be prepared by the Seller, which shall be attached hereto and be deemed a part hereof as SCHEDULE 2.1(B) hereto; (c) any lists in the possession of the Seller that identify customers to whom sales of Licensed Products have been made during the previous three (3) years, all clinical trial data relating to the Licensed Products, all regulatory licenses and registrations relating to the Licensed Products, all formulae relating to the Licensed Products, all bills of materials and manufacturing documents relating to the Licensed Products (including but not limited to standard operating procedures), all quality control documents and specifications relating to the Licensed Products and the ▇-(▇▇▇) ▇▇▇-▇▇▇▇ phone number (collectively, the "Intangible Assets"); (d) all operating supplies, packaging supplies and shipping materials relating to the Licensed Products (the "INVENTORYSupplies"); - to ; (e) the extent assignable, all governmental or administrative licenses, certificates, permits, approvals, WIPE OUT and registrations ONE STEP COW PREP trademarks listed in SCHEDULE 2(E) (the "PERMITSTrademarks"); (f) the Assigned Contracts; - all intellectual property, and in each case, the goodwill associated therewith, including all trademarks, service marks, trade names, including, without limitation, the name "ZILACTIN" and (and derivatives), copyrights, knowg) pre-how, patents, trade secrets, internet domain names, and telephone numbers (the "INTELLECTUAL PROPERTY"); - all formulae, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller paid amounts under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent relating to the Business Division or the products or affecting the Acquired Assets; - all credits, prepaid expenses, deferred charges, security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders as Section 7 of the Closing Date; - the customer, supplier and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by categoryNice-Pak Agreement.

Acquired Assets. At Subject to the Closingterms and conditions of this --------------- Agreement, effective as of March 1, 1997, the Seller agrees is selling, transferring and delivering to sell the Buyer, and deliver to the Buyer all is purchasing and receiving from the rightSeller, title and interest that Seller possesses and has the right to transfer in and to all of the assets constituting assets, properties, improvements and business owned or leased by the Division Seller and utilized in and/or relating to the Ultrasound Business other than the Excluded Assets (as such term is hereinafter defined), as same are constituted on and as of March 1, 1997 (collectively, the "Assets"), including, but not limited to, the following: (a) All tangible fixed assets, furniture, fixtures, machinery, equipment, computers, computer systems and vehicles utilized in and/or related to the Ultrasound Business (the "ACQUIRED ASSETS"), which includes the following: - all products and inventories, tangible or intangible and in whatever medium, and whether raw materials, work-in-progress, samples, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen (15) months until the expiration date thereof (the "INVENTORYFixed Assets"); - (b) All accounts receivable and other rights to receive payment for services rendered in the Ultrasound Business from and after March 1, 1997; (c) All inventory and supplies utilized in and/or relating to the extent assignable, Ultrasound Business; (d) Any and all governmental or administrative licenses, certificates, permits, approvals, and registrations prepaid expenses (the "PERMITS"); - all intellectual property, and in each case, the goodwill associated therewith, including all trademarks, service marks, trade names, including, without limitation, prepaid rentals under the name "ZILACTIN" Assumed Property Leases (as such term is hereinafter defined) and derivatives)the equipment leases being assumed by the Buyer) of the Ultrasound Business; (e) All customer lists, copyrights, know-how, patentssupplier lists, trade secrets, internet domain namestechnical information, and telephone numbers other such knowledge and information constituting the "know- how" used or usable in the Ultrasound Business (other than the name "Diagnostic Imaging Services"), and the good will of the Ultrasound Business; (f) All contract rights, commitments and claims of the Ultrasound Business (exclusive of rights under any employment agreements, consulting agreements, management agreements or other such agreements which are disclaimed by the Buyer hereunder, and any real property leases to the extent not listed in Schedule 4.10 annexed hereto), including rights under the two real property ------------- leases listed on Schedule 4.10 (the "INTELLECTUAL PROPERTYAssumed Property Leases"); - all formulae, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") all customer ------------- contracts, equipment leases, vehicle leases, manufacturer's warranties and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain any licenses or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent license agreements relating to patents, trademarks or other intangibles utilized in the Business Division or the products or affecting the Acquired Assets; - all creditsUltrasound Business, prepaid expenses, deferred charges, and any security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders as under any of the Closing Dateforegoing; - (g) All licenses and permits utilized in the customer, supplier and other contracts listed on Schedule 2.1 Ultrasound Business; (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, h) All books, records, mailing listssoftware programs, advertising materialsprintouts, purchasing materials drawings, data, files, notes, notebooks, accounts, invoices, correspondence and memoranda relating to the Assets and/or the Ultrasound Business; and (i) All other rights and assets of any kind, tangible or intangible, utilized in and/or relating to the Ultrasound Business, whether or not reflected in the Seller's financial statements or on its books and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by category.

Acquired Assets. At Subject to the Closingterms of this Agreement, effective as June 30, 2001, Seller agrees to sell sell, assign, transfer, convey and deliver to Buyer all or its designee(s) (which shall be an affiliate of Buyer, reasonably satisfactory to Seller), and Buyer agrees to purchase and acquire (or cause any such designee(s) to purchase and acquire) from Seller, as of the Closing, Seller's right, title and interest that Seller possesses and has the right to transfer in and to all of the its rights, properties and assets constituting the Division of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, and wherever located) and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP (collectively, the "ACQUIRED ASSETSAssets"), which includes the following: - all products and inventories, tangible or intangible and in whatever medium, and whether raw materials, work-in-progress, samples, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen (15) months until the expiration date thereof (the "INVENTORY"); - to the extent assignable, all governmental or administrative licenses, certificates, permits, approvals, and registrations (the "PERMITS"); - all intellectual property, and in each case, the goodwill associated therewith, including all trademarks, service marks, trade names, including, without limitation, the name "ZILACTIN" following: (i) all goodwill as a going concern; (ii) all of Seller's contracts, agreements, leases, instruments, obligations, arrangements or other understandings (whether written or oral) (including amendments and derivativessupplements, modifications, and side letters or agreements), copyrightsincluding, know-howwithout limitation, patents, trade secrets, internet domain names, those identified in Section 1.1(a)(ii) of the written statement delivered to Buyer by Seller herewith and telephone numbers dated as of the date hereof (the "INTELLECTUAL PROPERTYSeller Disclosure Schedule"); - ; (iii) Intentionally omitted; (iv) all formulaemarketing, manufacturing instructionssales and promotional literature, batch formulationsbooks, technologiesrecords, analytical methodsfiles, trade secretsdocuments, know-howfinancial records, bills, accounting, internal and audit records, operating manuals, personnel records, customer and supplier lists and files, preprinted materials, and product specifications pertaining other similar items in the possession or under the control of Seller or in the possession or under the control of its Affiliates or their representatives; (v) all rights, title and interests of Seller in and to products all real property leases, including improvements, fixtures, fittings thereon and appurtenances thereto, including, without limitation, those listed in Section 1.1(a)(v) of the Seller Disclosure Schedule; (hereinafter collectively referred vi) all rights to as all telephone numbers related to the Business and rights to the name "TECHNICAL INFORMATIONConsolidated Apparel Group"; (vii) all intangible assets, including Intellectual Property and other intangible assets of an intellectual property nature, including, without limitation, the Intellectual Property listed on Section 1.1(a)(vii) of the Seller Disclosure Schedule; (viii) all payments, deposits (including security deposits) and prepaid expenses of Seller and all notebooksrights to insurance proceeds; (ix) all raw materials, records reportscomponents, databases (regarding stability resultswork-in-process, release results and assay results) finished products, inventory, office and other written documentation which contain supplies, spare parts, packaging materials, samples and other accessories related thereto, wherever located, including any of the foregoing purchased subject to any conditional sales or embody the Technical Information; - title retention agreement in favor of any other Person, together with all rights of Seller against suppliers of such inventories; (x) all furnishings, furniture, fixtures, equipment, tools, machinery, vehicles, art work and other tangible personal property, including, without limitation, the tangible personal property listed on Section 1.1(a)(x) of the Seller Disclosure Schedule; (xi) all rights under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers or otherwise from or against manufacturers to the extent relating to the Business Division or the products or affecting the Acquired Assets; - contractors; (xii) all credits, prepaid expenses, deferred charges, security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders as of the Closing Date; - the customer, supplier and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related to the Division BusinessPermits, including, for examplewithout limitation, customer ordersthe Permits listed on Section 1.1(a)(xii) of the Seller Disclosure Schedule; (xiii) all cash and cash equivalents such as bank deposits, customer listscertificates of deposit and marketable securities; and (xiv) all claims and causes of action against other Persons (regardless of whether or not such claims and causes of action have been asserted by Seller), distribution listsand all rights of indemnity, price listswarranty rights, operating manualsrights of contribution, booksrights to refunds, records, mailing lists, advertising materials, purchasing materials rights of reimbursement and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list other rights of all Inventory, Permits, Intellectual Property recovery possessed by Seller (noting what is licensed and what is owned) and Assumed Agreements, by categoryregardless of whether such rights are currently exercisable).

Acquired Assets. At Subject to satisfaction prior to the Closing of the conditions set forth in Sections 1 and 4 hereof, Tanners shall sell, assign, transfer, and deliver to RTI, and RTI shall purchase, acquire and take assignment and delivery of the following assets of Seller (collectively, the "Acquired Assets"): (a) All of Tanners' cash, accounts receivable, prepaid charges, and telephone numbers, provided, however, that from such cash Tanners and RTI will establish an escrow in an amount to determined by Tanners and RTI for payment of administrative expense claims incurred from the Petition Date through the Closing, Seller agrees with any payment from the escrow to sell be made only with the mutual agreement of Tanners and deliver RTI; (b) All of Tanners' title to, interest in, and rights under the Restaurant Leases and, to Buyer the extent covered by the Restaurant Leases, any and all fixtures, leasehold improvements, machinery, installations, equipment, and other property attached thereto or located thereon (the "Leased Real Property"), and any security deposits, escrow accounts, or utility deposits related to the Restaurant Leases; (c) All inventory of Tanners used or useful in the operations of the Acquired Restaurants; (d) All fixtures, machinery, equipment, furniture, restaurant or office furnishings, tools, spare parts, and other personal property of Tanners used or useful in the operations of the Acquired Restaurants; (e) All right, title and interest that Seller possesses of ▇▇▇▇▇▇'▇ in trademarks, trademark rights and has interests necessary for the right to transfer exclusive use of the trademarks "▇▇▇▇▇▇'▇", "▇▇▇▇▇▇'▇ - Home of the Rotisserie" and derivations therefrom in connection with continued operations of the Acquired Restaurants and in connection with expansion of Tanners' restaurant concept in connection with any other restaurants or business operations of RTI or its licensees throughout the United States and the world (collectively, the "Acquired Trademarks"); (f) All of Tanners' right, title, and interest in, under or to all patents, trademarks, trade names, and copyrights, and applications therefor, owned by or under license to Tanners and used in connection with the Acquired Restaurants, and all inventions, discoveries (whether or not patentable), processes, designs, know-how, trade secrets, proprietary data, intellectual property of all kinds and other technology owned by or under license to any of Tanners and used in connection with operation of the assets constituting Acquired Restaurants, including without limitation all drawings, plans, specifications, patterns, blueprints, information, knowledge, and procedures used in connection with the Division design or operation of the Acquired Restaurants (collectively, the "ACQUIRED ASSETSIntellectual Property"); (g) All of Tanners' rights under any contracts with vendors or other third parties or under any other executory contracts or unexpired leases which, which includes the following: - all products and inventories, tangible or intangible and in whatever medium, and whether raw materials, work-in-progress, samples, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen (15) months until the expiration date thereof (the "INVENTORY"); - to the extent assignable, all governmental or administrative licenses, certificates, permits, approvals, and registrations (the "PERMITS"); - all intellectual property, and in each case, are identified by RTI prior to the Closing as being appropriate for continued operation of the Acquired Restaurants (collectively, the "Identified Executory Contracts"); (h) All of Tanners' permits, licenses, and franchises relating to the operation of the Acquired Restaurants, to the extent transfer or assignment is permitted by law; (i) All of Tanners' interest in connection with liquor licenses used in connection with operation of the Acquired Restaurants before the Petition Date; (j) All of Tanners' goodwill associated therewithrelating to the operation of the Acquired Restaurants and the use of the Acquired Trademarks and Intellectual Property; (k) All of Tanners' interest in any software, including all trademarksvendor lists, service marksprograms, trade namesand other intangibles used in or related to the operation of the Acquired Restaurants; (l) All of Tanners' right, title and interest in any franchise agreements, franchise rights and royalties, including, without limitation, the name "ZILACTIN" right to enter into franchises in the future; and (and derivatives), copyrights, know-how, patents, trade secrets, internet domain names, and telephone numbers (m) All of Tanners' rights relating to or arising out of express or implied warranties from the "INTELLECTUAL PROPERTY"); - all formulae, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers suppliers to the extent relating Tanners with respect to the Business Division equipment, fixtures, or the products or affecting other items included in the Acquired Assets; - all credits, prepaid expenses, deferred charges, security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders as of the Closing Date; - the customer, supplier and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by category.

Acquired Assets. At On the Closingterms of this Agreement, Seller and in exchange for the payment of the Consideration and the assumption of the Assumed Liabilities referred to below, Buyer agrees to sell purchase, acquire, assume, and accept from the Sellers, and the Sellers agree to sell, convey, transfer, assign and deliver to Buyer Buyer, the following: (a) cash in all accounts, all prepaid expenses, prepaid accounts and security deposits of Sellers held in connection with the Business; (b) all rights to receive payment in respect of work performed or partially performed or products produced and sold, or committed to be sold, in connection with the Business at the Closing Date (“Receivables”), including the ▇▇▇▇▇▇▇ Receivable but excluding the ▇▇▇ Receivable and the TESI Receivable; (c) all inventory, stock in trade, work in process, finished units, repair and replacement parts, and raw materials used in the Business (including goods in transit, consigned inventory, inventory sold on approval and rental inventory) at the Closing Date (“Inventory”); (d) all equipment (including spare parts), machinery, leasehold improvements, furniture, fixtures, furnishings, materials and supplies, data processing hardware, jigs, molds, tools, and dies and other personal property, wherever situated, owned by Sellers and used in the Business at the Closing Date, including but not limited to the furniture, servers, and computers listed on Schedule 2.1(d); (e) subject to Section 2.5 hereof, all of the right, title and interest that Seller possesses of Sellers in and has to the right leases of furniture, fixtures, equipment, machinery, motor vehicles and other personal and real property relating to transfer the Business entered into and not terminated immediately prior to the Closing Date; (f) subject to Section 2.5 hereof, all of the right, title and interest of Sellers in and to all contracts, agreements and commitments including sales orders, purchase orders, and quotes relating to the Business entered into and not terminated immediately prior to the Closing; (g) all of the right, title and interest of Sellers in and to all customers lists, customers, marketing data and plans of the Business, advertising and display materials, trade show booths and structures, sales literature, promotional material, catalogs, samples, demos and prototypes; (h) all of the right, title and interest of Sellers in and to all Business records, human resources and personnel records, sales orders, files, engineering files, studies, surveys, customer and supplier data, pricing and cost information, technical information, purchase orders and commitments, invoices, manufacturing records, research and development records, engineering data and plans, manufacturing and production processes and techniques, customer and suppliers lists and data, pricing and cost information, business marketing plans and data, formulae, specifications, designs, drawings and other documents and writings relating to the Business and all other files and records used in or related to the Business (the “Business Records”); (i) all of the right, title and interest of Sellers in and to all of the assets constituting the Division (the "ACQUIRED ASSETS"), which includes the following: - all products and inventories, tangible or intangible and in whatever medium, and whether raw materials, work-in-progress, samples, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen (15) months until the expiration date thereof (the "INVENTORY"); - Intellectual Property relating to the extent assignableBusiness owned or used by Sellers at the Closing Date, all governmental or administrative licenses, certificates, permits, approvals, telephone and registrations (the "PERMITS"); - all intellectual property, and in each casefacsimile numbers used by Sellers, the goodwill associated therewith, including all trademarks, service marks, trade names, including, without limitationwebsites, the name "ZILACTIN" (and derivatives), copyrights, know-how, patents, trade secrets, internet domain names, electronic mail addresses, and telephone numbers (domain name applications and energy credits including but not limited to the "INTELLECTUAL PROPERTY"items identified on Schedule 2.1(i); - and (j) subject to Section 2.5 hereof, all formulaeof the Sellers’ rights under any registration, manufacturing instructionslicense, batch formulationscertificate of occupancy, technologiespermit or approval of any nature or grandfathered practice or authorization that permits Sellers to use the Acquired Assets and to operate the Business; all ISO, analytical methodsGSA, trade secretsQPL, know-howUL and NTCIP certifications for Sellers’ products and facilities; all rights benefiting Sellers under any warranty, express or implied, which relate to the Acquired Assets, and product specifications pertaining all other assets, other than the Excluded Assets, which are used in and are necessary to products (operate the Business in substantially the same manner as conducted on the date hereof. The assets and property to be sold by Sellers and acquired by Buyer in accordance with this Agreement are hereinafter collectively referred to as the "TECHNICAL INFORMATION"“Acquired Assets.” The Acquired Assets include all assets listed above in Section 2.1 (a) and all notebooks, records reports, databases - (regarding stability results, release results and assay resultsj) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent relating to used in connection with the Business Division or by Sellers at the products or affecting Closing, other than the Excluded Assets. The erroneous omission of any of the Acquired Assets; - all credits, prepaid expenses, deferred charges, security deposits and prepaid items listed Assets from any schedule or schedules hereto shall not preclude the acquisition by Buyer of such Acquired Assets in Schedule 2.1; - all unshipped orders the same manner as of the Closing Date; - the customer, supplier and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible if such Acquired Assets had been included in such schedule or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by categoryschedules.

Acquired Assets. At Subject to the Closingterms and conditions herein contained, Seller agrees Innovisit hereby sells, assigns, transfers, conveys and delivers to sell Lattice, and deliver to Buyer all Lattice shall purchase, acquire and accept, free and clear of any Lien, claim, or encumbrance of whatever kind or character, the rightfollowing assets and rights used in connection with its business but is not acquiring the Excluded Assets: (a) The equipment, title furniture, supplies, computer hardware and interest that Seller possesses and has the right to transfer in and to all other tangible personal property of the assets constituting the Division Innovisit (the "ACQUIRED ASSETS"), which includes the following: - all products and inventories, tangible or intangible and in whatever medium, and whether raw materials, “Personal Property”) described on Schedule 1.3 (a) attached hereto. (b) The work-in-progress, samples, prototypes or finished goods provided that all finished goods shall have a minimum process and other inventory of fifteen (15Innovisit listed on Schedule 1.3(b) months until the expiration date thereof to be attached hereto by Sellers (the "INVENTORY"“Inventory”); - to . (c) To the extent assignabletransferable and assignable under applicable law, and except for any Excluded Assets, all governmental or administrative franchises, licenses, certificatespermits, permitsconsents authorizations, approvals, and registrations certificates of any regulatory, administrative or other government agency or body relating to the Acquired Assets (the "PERMITS"“Permits”) listed on Schedule 1.3(c) attached hereto; (d) The Intellectual Property (as defined herein) of Innovisit listed on Schedule 1.3(d) attached hereto; (e) The claims and rights under the contracts, agreements, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders ( the “Pending Sales Orders”), engagement letters, executory commitments, instruments, guaranties, indemnifications, arrangements, and understandings of Innovisit, whether oral or written, to which Innovisit is a party (whether or not legally bound thereby) (the “Contracts”), listed on Schedule 1.3 (e). (f) All causes of action, judgments and claims or demands against others of whatever kind or description except such causes of actions, judgments, claims or demands attributable to the Excluded Assets; (g) All books of account, records, customer lists, vendor lists, files, papers, records, promotional marketing and advertising materials, catalogs, brochures, forms, plans, manuals and handbooks relating to the conduct of the Business or otherwise relating to the conduct of the Business or otherwise relating to the Acquired Assets or usable in connection with the Business; (h) All goodwill (excluding any unamortized goodwill reflected on the financial statements of Innovisit); - all intellectual property, and in each case, the goodwill associated therewith, including all trademarks, service marks, trade namesand (i) All of Innovisit's telephone numbers, including, without limitation, the name "ZILACTIN" (all local and derivatives), copyrights, know-how, patents, trade secrets, internet domain names, and toll free telephone numbers (the "INTELLECTUAL PROPERTY"); - all formulae, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent relating to the Business Division or the products or affecting the Acquired Assets; - all credits, prepaid expenses, deferred charges, security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders as of the Closing Date; - the customer, supplier and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by categorynumbers.

Acquired Assets. At Upon the Closingterms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Closing Date, Seller agrees shall sell, assign, transfer, convey and deliver, free and clear of any Liens other than Permitted Liens, to sell Purchaser, and deliver to Buyer Purchaser shall purchase and acquire from Seller all the of Seller's right, title and interest that in the following assets, properties and rights owned or held by Seller possesses on the Closing Date. (a) all tangible assets (including all machinery, equipment, tools, spare and has replacement parts and components, furnishings, furniture, office supplies, transport and logistical equipment, office and computer equipment and hardware, but excluding any such items constituting Acquired Real Property), used or held for use by Seller or any of its Affiliates primarily in the right to transfer in and to all operation or conduct of the assets constituting the Division (the "ACQUIRED ASSETS")Pessac Business, which includes the following: - all products and inventories, tangible or intangible and in whatever medium, and whether raw materials, work-in-progress, samples, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen (15) months until the expiration date thereof (the "INVENTORY"); - to the extent assignable, all governmental or administrative licenses, certificates, permits, approvals, and registrations (the "PERMITS"); - all intellectual property, and in each case, the goodwill associated therewith, including all trademarks, service marks, trade names, including, without limitation, the name "ZILACTIN" (and derivatives), copyrights, know-how, patents, trade secrets, internet domain names, and telephone numbers (the "INTELLECTUAL PROPERTY"); - all formulae, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent relating to the Business Division or the products or affecting the Acquired Assets; - all credits, prepaid expenses, deferred charges, security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders same shall exist as of the Closing Date; - Date (the customer"Business Assets"), supplier including without limitation the items listed in Part A of Schedule 1.1.1 (a), being understood that said list shall be regarded as an indication of the main items present on the Pessac Facility and does not preclude Purchaser to claim for the sale and transfer under this Agreement of any other furniture, office equipment, machinery, office supplies, tools, spare and replacement parts, communication equipment, computer hardware and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible personal property used or owned by Seller related which are not listed in said Schedule for any reason provided they are primarily used in the Pessac Business as at the Closing Date. (a) includes any and all equipment and machinery purchased by Seller under the GSK Agreements as well as any assets financed by GSK under the same agreements but which have become the Seller’s property within the frame of, and in compliance with, the GSK Agreements. Part B of Schedule 1.1.1 (a) lists the equipment and machinery that were financed by GSK under the GSK Agreements and are not proprietary to Seller but are GSK’s sole ownership as at the Division Businessdate of this Agreement; such items shall not be transferred to Purchaser at Closing, including, but shall become Purchaser’s ownership under the terms and conditions provided for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed in the GSK Agreements, by category.

Acquired Assets. At On the terms and subject to the conditions set forth in this Agreement and, subject to approval of the Bankruptcy Court, pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, at the Closing, Seller agrees to sell the Sellers shall sell, assign, transfer, convey and deliver to Buyer the Purchaser, and the Purchaser shall purchase and accept from the Sellers, all the right, title and interest that Seller possesses and has of the right to transfer Sellers in and to all the rights, properties and assets of the assets constituting Sellers, wherever located, whether tangible or intangible, as the Division same shall exist on the Closing Date (collectively, the “Acquired Assets”), that are listed or described below and in the manner described below: (a) the Purchaser shall acquire all the Contracts and all rights thereunder (the "ACQUIRED ASSETS")“Assigned Contracts”) listed or described on Schedule 1.1(a): (b) the Purchaser shall acquire all rights and remedies under all warranties, which includes representations and guarantees made by suppliers, manufacturers and contractors; (c) the following: - Purchaser shall acquire all products inventory, finished goods, works in process, raw materials and inventoriespackaging materials; (d) the Purchaser shall acquire all (i) patents and patent applications, tangible or intangible and in whatever mediumincluding provisionals, and whether raw materialscontinuations, workcontinuations-in-progresspart, samplesdivisionals, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen substitutions, reissues, reexaminations and any extensions and supplementary protection certificates; (15ii) months until the expiration date thereof (the "INVENTORY"); - to the extent assignable, all governmental or administrative licenses, certificates, permits, approvals, and registrations (the "PERMITS"); - all intellectual property, and in each case, the goodwill associated therewith, including all trademarks, service marks, trade dress, trade names, includinglogos, without limitationslogans, Internet domain names and other similar designations of source or origin, together with the goodwill symbolized by, and any registrations and applications for, the name "ZILACTIN" foregoing; (iii) copyrights and derivatives)database rights, copyrightsand any copyright registrations and applications; (iv) trade secrets, including trade secret rights in inventions, discoveries, know-how, patentsproprietary processes, trade secrets, internet domain names, and telephone numbers (the "INTELLECTUAL PROPERTY"); - all formulae, manufacturing instructionsprotein sequences, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent relating to the Business Division or the products or affecting the Acquired Assets; - all credits, prepaid expenses, deferred charges, security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders as of the Closing Date; - the customer, supplier and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, standards for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and recordscomparison, research and development filesinformation, litigation files clinical data, cell lines, dedicated toll free product lines, manufacturing technology and telephonedata, fax marketing and data line numbers sales information, customer lists and goodwill. supplier lists; and (v) any other intellectual property rights recognized in any relevant jurisdiction (collectively, “Intellectual Property”), including such of the foregoing as are listed or described on Schedule 2.1 sets forth a list of 1.1(d) or Schedule 1.1(l); (e) the Purchaser shall acquire all Inventoryrights under non-disclosure or confidentiality, Permits, invention and Intellectual Property assignment, non-compete or non-solicitation agreements for the benefit of the Sellers with current or former employees and agents of the Sellers or with third parties (noting what is licensed and what is owned) and Assumed in the case of rights under the Parent Confidentiality Agreements, solely to the extent provided in Section 5.13(b)); (f) the Purchaser shall acquire the Biologics License related to the approval of the Biologics License Application from the FDA with respect to the drug product Krystexxa, and, subject to and in accordance with Section 5.17, the marketing authorization granted by categorythe European Commission, with respect to the drug product Krystexxa; (g) the Purchaser shall acquire to the extent transferable, all Permits and all pending applications therefor; (h) other than as set forth in Section 1.2(c) or Section 1.2(l), to the extent transferable, the Purchaser shall acquire all insurance policies and rights thereunder relating to the Acquired Assets; (i) other than as set forth in Section 1.2(f) or Section 1.2(g), the Purchaser shall acquire all books and records relating to the Acquired Assets; (j) the Purchaser shall acquire all goodwill associated with the Acquired Assets and the Assumed Liabilities; (k) the Purchaser shall acquire the approval of the Biologics License Application from the FDA and all rights to otherwise commercialize, develop and distribute the drug product Krystexxa in the United States of America and its territories; and (l) the Purchaser shall acquire the assets set forth on Schedule 1.1(l) to the extent not set forth in items (a) through (k) above. EXCEPT AS SPECIFICALLY AND EXPRESSLY SET FORTH IN ARTICLE III, (I) THE SELLERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, RELATING TO THE ACQUIRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO VALUE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FOR ORDINARY PURPOSES, OR ANY OTHER MATTER, (II) THE SELLERS MAKE NO, AND HEREBY DISCLAIM ANY, OTHER REPRESENTATION OR WARRANTY REGARDING THE ACQUIRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS AND (III) THE ACQUIRED ASSETS AND THE ASSUMED LIABILITIES ARE CONVEYED ON AN “AS IS, WHERE IS” BASIS AS OF THE CLOSING, AND THE PURCHASER SHALL RELY UPON ITS OWN EXAMINATION THEREOF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLERS MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY BUSINESS OTHER THAN THE BUSINESS, ANY ASSETS OTHER THAN THE ACQUIRED ASSETS OR ANY LIABILITIES OTHER THAN THE ASSUMED LIABILITIES, AND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY.

Acquired Assets. At the Closing, Seller agrees to sell and deliver to Buyer all the right, title and interest that Seller possesses and has the right to transfer in and to all of the assets constituting the Division (the "ACQUIRED ASSETS"), which includes the following: - all products and inventories, tangible or intangible and in whatever medium, and whether raw materials, work-in-progress, samples, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen (15) months until the expiration date thereof (the "INVENTORY"); - to the extent assignable, all governmental or administrative licenses, certificates, permits, approvals, and registrations (the "PERMITS"); - all intellectual property, and in each case, the goodwill associated therewith, including all trademarks, service marks, trade names, including, without limitation, the name "ZILACTIN" (and derivatives), copyrights, know-how, patents, trade secrets, internet domain names, and telephone numbers (the "INTELLECTUAL PROPERTY"); - all formulae, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; <PAGE> - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent relating to the Business Division or the products or affecting the Acquired Assets; - all credits, prepaid expenses, deferred charges, security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders as of the Closing Date; - the customer, supplier and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by category.

Acquired Assets. At the Closing, subject to the terms and conditions set forth in this Agreement, Seller agrees to sell sell, convey, transfer, assign and deliver to Buyer Purchaser, and Purchaser agrees to purchase, acquire and take assignment and delivery of, all of the assets owned by Seller (wherever located) constituting the Business, and all of Seller's right, title and interest that Seller possesses therein and has the right to transfer thereto, except for those assets specifically excluded in and to SECTION 1.3 (all of the assets constituting the Division (sold, assigned, transferred and delivered to Purchaser hereunder are referred to collectively herein as the "ACQUIRED ASSETS"). The Acquired Assets shall include all of Seller's right, which includes title and interest in and to the following: - following assets to the extent used exclusively in connection with the business and operations of the Business: (a) Any and all products of the machinery, equipment, installations, furniture, patterns, dies, tools, spare parts, purchased parts, packaging goods, consigned goods, supplies, office equipment, computer hardware or software owned or leased by Seller and used by Seller in the operation of the Business, maintenance equipment and supplies, materials, items of building improvements, and all other tangible personal property of every kind and description (the "EQUIPMENT"); (b) All of the inventories, tangible or intangible and in whatever medium, and whether including all raw materials, work-in-progress, samples, prototypes or work in process and finished goods provided that all finished goods shall have a minimum of fifteen (15) months until the expiration date thereof inventories, wherever located (the "INVENTORYINVENTORIES"); - to ; (c) All of the extent assignablelift trucks, all governmental or administrative licensestractors, certificatestrailers, permitsboom trucks, approvals, automobiles and registrations other vehicles (the "PERMITSVEHICLES"); - all intellectual property; (d) All production records, product files, technical information, designs, drawings, laboratory notebooks, confidential information, price lists, marketing plans and strategies, sales records, product development techniques or plans, customer lists and files (including customer credit and collection information), details of client or consultant contracts, operational methods, historical and financial records and files, and other proprietary information, together with the following papers and records in each caseSeller's care, custody or control or otherwise available to it; all blueprints, building specifications and "as built" plans, all personnel and labor relations records, all employee benefits and compensation plans and records, all environmental control, monitoring and test records, all plant cost records, all maintenance and production records and all plans and designs of buildings, structures, fixtures and equipment (the goodwill associated therewith"INFORMATION AND RECORDS"); (e) All United States and foreign patents, patent applications (including the rights to any and all trademarkscontinuations, divisionals, reissues, reexamination certificates and other derivative applications), patent licenses, service names, service marks, trade names, includingtrademarks, without limitation, the trade name "ZILACTIN" and trademark registrations (and derivativesapplications therefor), copyrights, know-how, patentscopyrights and copyright registrations (and applications therefor), trade secrets, internet domain namesinventions, processes, designs, know-how and formulae, including all rights in respect of the name and ▇▇▇▇ "▇▇▇▇" and all derivatives thereof, and telephone numbers all goodwill associated with the foregoing, rights under the foregoing, remedies against infringement of the foregoing (including past infringement), and rights to protection of interests in the foregoing under the laws of all jurisdictions (the "INTELLECTUAL PROPERTYIntellectual Property"); - all formulae, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products ; (hereinafter collectively referred to as f) Any assets (other than the "TECHNICAL INFORMATION"Excluded Assets) and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody reflected on the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers September 30 Balance Sheet to the extent not disposed of in the ordinary course of business (the "OTHER ASSETS"); (g) All goodwill; (h) All accounts and Permits belonging to Seller relating exclusively to the Acquired Assets or the Real Property or exclusively to the operation by Seller of the Business; (i) All real estate and real property interests, and all fixtures and other improvements thereto, including the Facility; (j) Any and all accounts receivable, trade receivables, notes receivable and other receivables (the "ACCOUNTS RECEIVABLE"); (k) Except as provided in SECTION 1.3, all Claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set-off and rights of recoupment (excluding any such item relating to the Business Division or the products or affecting the Acquired Assetspayment of Taxes); - all credits, prepaid expenses, deferred charges, security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders as and (l) Permanent books of account of the Closing Date; - Division (except that Seller shall have the customer, supplier right to inspect and other contracts listed on Schedule 2.1 (together with copy the licenses to Intellectual Property referenced above, same as may be reasonably necessary after the "ASSUMED AGREEMENTS"Closing); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by category.

Acquired Assets. At the ClosingExcept for any Excluded Asset, Seller agrees to sell shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of any Liens (except as set forth in Sections 4.7 and 4.8), all the right, title and interest that of Seller possesses in and to the business, assets, properties, goodwill and rights owned, held or used by Seller of every nature, kind and description, tangible and intangible, wheresoever located and whether or not carried or reflected on its books and records (the “Acquired Assets”), including the following: (a) all equipment, furniture, fixtures, supplies, computer hardware and other tangible personal property of Seller used in the Business (the “Personal Property”), including the Personal Property described on Schedule 1.1(a); (b) all accounts receivable and other rights to receive payment of all revenue, fees and commissions for the provision of products or services rendered with respect to the Business, earned or received by Seller as of the Effective Date, whether billed or unbilled (the “Acquired Receivables”) and all work-in-progress of Seller (“Acquired WIP”) as may be required to satisfy the Net Working Capital Target and the Holdback Amount described in Section 2.3; (c) other than the Excluded Licenses, all governmental, self-regulatory and other non-governmental franchises, licenses, permits, consents, authorizations, approvals and certificates (collectively, “Permits”) of Seller, to the extent transferrable to Buyer; (d) all Intellectual Property owned by Seller or which Seller has the right to transfer use; (e) other than the Excluded Contracts, any and all claims, rights and benefits of Seller resulting or arising from any Contract to which Seller is a party (the “Acquired Contracts”), including the Acquired Contracts set forth on Schedule 1.1(e); (f) other than as set forth in Schedule 1.2(g), all causes of action, judgments and claims or demands of Seller against others of whatever kind or description; (g) all books of account, records, client and prospect lists, vendor lists, files, papers, records, data, promotional, marketing and advertising materials, catalogs, brochures, forms, plans, manuals and handbooks, in whatever media retained or stored, including on servers, computers and other electronic or magnetic storage devices; (h) all of Seller’s web or domain addresses, social media accounts, email addresses, telephone numbers and facsimile numbers, including the web and domain addresses, social media accounts, email addresses, telephone numbers and facsimile numbers listed on Schedule 1.1(h); (i) other than as set forth on Schedule 1.2(f), all of Seller’s bank accounts, including the bank accounts set forth on Schedule 1.1(i), provided that Seller shall be entitled to all of cash in such accounts at the assets constituting the Division Effective Time per Section 1.2(i) below; (the "ACQUIRED ASSETS"j) other than as set forth in Schedule 1.2(g), which includes the following: - all products and inventories, tangible or intangible and in whatever medium, and whether raw materials, work-in-progress, samples, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen (15) months until the expiration date thereof (the "INVENTORY"); - to the extent assignable, all governmental or administrative licenses, certificates, permits, approvals, and registrations (the "PERMITS"); - all intellectual property, and in each case, the goodwill associated therewith, including all trademarks, service marks, trade names, including, without limitation, the name "ZILACTIN" (and derivatives), copyrights, know-how, patents, trade secrets, internet domain names, and telephone numbers (the "INTELLECTUAL PROPERTY"); - all formulae, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent relating to the Business Division or the products or affecting the Acquired Assets; - all creditsretainers, prepaid expenses, deferred credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, security deposits sums and prepaid fees, including the items listed in set forth on Schedule 2.11.1(j); (k) all client accounts, including those identified on Schedule 1.1(k); - and (l) all unshipped orders as goodwill and going concern value of the Closing Date; - the customer, supplier and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by category.

Acquired Assets. At Subject to the Closingterms of this Agreement, Seller agrees Sellers agree to sell sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Sellers, free and clear of all the Liens, all of Sellers' right, title and interest that Seller possesses and has the right to transfer in and to all of their respective rights, properties and assets of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, and wherever located) and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP (collectively, the assets constituting "Assets"), including without limitation, the Division following: (i) all goodwill of the Business as a going concern; (ii) all contracts, agreements, leases, instruments, obligations, arrangements or other understandings (whether written or oral) (including amendments and supplements, modifications, and side letters or agreements) (the "ACQUIRED ASSETSBusiness Contracts"), which includes including those identified in Section 1.1(a)(ii) of the following: - written statement delivered to Buyer by Sellers herewith and dated as of the date hereof (the "Seller Disclosure Schedule"); (iii) all products trade accounts receivable (excluding those receivables sold to The CIT Group/Commercial Services, Inc. ("CIT Group") pursuant to that certain Factoring Agreement dated as of November 26, 2002, as amended, (the "Factor Risk Accounts") and inventoriesall notes, tangible or bonds and other evidences of indebtedness and rights to receive payments arising out of sales ("Accounts Receivable"), including those identified in Section 1.1(a)(iii) of the Seller Disclosure Schedule; (iv) all marketing, sales and promotional literature, books, records, files, documents, financial records, bills, accounting, internal and audit records, operating manuals, personnel records, customer and supplier lists and files, preprinted materials and similar materials; (v) all rights, title and interests in and to all real property leases, including improvements, fixtures, fittings thereon and appurtenances thereto, including those identified in Section 1.1(a)(v) of the Seller Disclosure Schedule; (vi) all rights to all telephone numbers related to the Business and the rights to the names "▇▇▇▇▇▇▇.▇▇▇," "One Girl Who . . ." and the corporate name "NYC Sweaters, Inc."; (vii) all intangible assets, including Intellectual Property and in whatever mediumother intangible assets of an intellectual property nature, including the Intellectual Property listed on Section 1.1(a)(vii) of the Seller Disclosure Schedule; (viii) all payments, deposits (including security deposits) and whether prepaid expenses and rights to make claims under and other benefits of all contracts of insurance with respect to the Assets, if any; (ix) all raw materials, components, work-in-progressprocess, samplesfinished products, prototypes inventory, office and other supplies, spare parts, packaging materials, samples and other accessories related thereto, wherever located, including any of the foregoing purchased subject to any conditional sales or finished goods provided that title retention agreement in favor of any other Person, together with all finished goods shall have a minimum rights against suppliers of fifteen such inventories; (15x) months until the expiration date thereof (the "INVENTORY"); - to the extent assignableall furnishings, all governmental or administrative licensesfurniture, certificatesfixtures, permitsequipment, approvalstools, machinery, vehicles, art work and registrations (the "PERMITS"); - all intellectual other tangible personal property, and in each case, including the goodwill associated therewith, including all trademarks, service marks, trade names, including, without limitation, tangible personal property listed on Section 1.1(a)(x) of the name "ZILACTIN" Seller Disclosure Schedule; (and derivatives), copyrights, know-how, patents, trade secrets, internet domain names, and telephone numbers (the "INTELLECTUAL PROPERTY"); - all formulae, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION"xi) and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers or otherwise from or against manufacturers contractors; (xii) all Permits, including the Permits listed on Section 1.1(a)(xii) of the Seller Disclosure Schedule to the extent relating such Permits are transferable by Sellers; (xiii) all cash and cash equivalents such as bank deposits, certificates of deposit and marketable securities (xiv) all claims and causes of action against other Persons (regardless of whether or not such claims and causes of action have been asserted), and all rights of indemnity, warranty rights, rights of contribution, rights to the Business Division or the products or affecting the Acquired Assets; - all creditsrefunds, prepaid expenses, deferred charges, security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders as rights of the Closing Date; - the customer, supplier reimbursement and other contracts listed on Schedule 2.1 rights of recovery (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"regardless of whether such rights are currently exercisable); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by category.

Acquired Assets. At Upon the Closingterms and subject to the conditions of this Agreement, at the Closing provided for in Section 2.7 hereof, Seller agrees to sell shall sell, convey, assign, transfer and deliver to Buyer Purchaser all the of Seller's right, title and interest that Seller possesses and has the right to transfer in and to all of the property, assets constituting and rights owned, leased or held for use by Seller relating to the Division Business (other than the Excluded Assets), of every kind, character and description, whether tangible, intangible, personal or mixed and wheresoever located, whether carried on the books of Seller or not carried on the books of Seller, due to expense, full depreciation or otherwise (collectively, the "ACQUIRED ASSETS"), which includes free and clear of all liabilities, obligations and Liens, other than the Assumed Liabilities and Permitted Liens. Such Acquired Assets consist of the following: - : (a) All of Seller's right, title and interest in and to all products and inventoriestangible personal property owned, tangible leased or intangible and in whatever medium, and whether raw materials, work-in-progress, samples, prototypes held for use by Seller or finished goods provided that all finished goods shall have furnished to Seller by a minimum of fifteen (15) months until the expiration date thereof (the "INVENTORY"); - Governmental Body relating to the extent assignable, all governmental or administrative licenses, certificates, permits, approvals, and registrations (the "PERMITS"); - all intellectual property, and in each case, the goodwill associated therewith, including all trademarks, service marks, trade namesBusiness, including, without limitation, all furniture, fixtures, computer equipment, furnishings, tools, machinery, spare parts, motor vehicles, leasehold improvements and equipment, and specifically including all computer equipment, book cases, file cabinets and other similar moveable items primarily used in connection with the name Business by the five (5) Business Employees who will have access to Seller's premises located at 4230 Beechwood Drive, Greensboro, North Carolina in accordance with ▇▇▇▇▇▇▇ ▇.▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇sted on SCHEDULE 2.1(a)(ii) (collectively, the "ZILACTIN" (and derivativesEQUIPMENT"), copyrightsas well as all manufacturers' warranties associated with such items; a list of Equipment is set forth on SCHEDULE 2.1(a)(i); (b) All of Seller's right, knowtitle and interest in and to all inventory, work-howin-process, patentscomponents, trade secretsfinished goods, internet domain namesparts, supplies, raw materials and telephone numbers other items owned, leased or held for use by Seller relating to the Business, other than those certain items listed on SCHEDULE 2.1(b)(ii) (collectively, the "INTELLECTUAL PROPERTYINVENTORY"), as well as all manufacturers' warranties associated with such items; a list of Inventory is set forth on SCHEDULE 2.1(b)(i); (c) All of Seller's right, title and interest in and to all IP Licenses, Licensed IP and Intellectual Property owned by, or licensed to, or otherwise used or held for use by, Seller relating to the Business, other than those certain items listed on SCHEDULE 2.1(c)(ii) (collectively, the "ASSIGNED IP ASSETS"); - all formulaea list of Assigned IP Assets is set forth on SCHEDULE 2.1(c)(i); (d) All of Seller's right, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, title and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") interest in and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant to all warrantiesclaims, representations deposits, prepayments, warranty and guarantees or otherwise from or against manufacturers to the extent guarantee rights, refunds and rebates and similar items relating to the Business Division (collectively, the "PREPAID ITEMS"), provided that, except for the deposit relating to the leased premises located at 110 University Park Drive, Orlando, Florida and the Trade Show depo▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇.▇(▇), ▇▇ ▇▇▇ ▇▇tent any Prepaid Item relates to a time period beginning prior to, and ending after, the Closing Date, such Prepaid Item shall be pro rated as of the Closing among Seller and Purchaser and shall be paid promptly thereafter by Purchaser in accordance with Section 2.6; provided, further, that Purchaser shall reimburse Seller for the deposit, in the amount of $2,205.00, relating to the leased premises located at 110 University Park Drive, Orlando, Florida and for the Trade Show ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ $▇▇▇.▇▇, ▇▇▇▇ ▇▇ which are described on SCHEDULE 2.1(d), promptly after the Closing Date in accordance with Section 2.6; a list of Prepaid Items is set forth on SCHEDULE 2.1(d); (e) All of Seller's rights under, and interest in, all agreements, arrangements, contracts, policies, plans, notes, bonds, loans, instruments, mortgages, indentures, leases (including operating leases), conditional sales contracts, licenses, franchises, understandings, commitments and other binding arrangements (collectively, "CONTRACTS") relating to the Business, to which Seller is a party or by or to which assets or properties of the Business are bound or subject, other than those Contracts listed on SCHEDULE 2.1(e)(ii) (collectively, the "ASSIGNED AGREEMENTS"); a list of Assigned Agreements is set forth on SCHEDULE 2.1(e)(i); (f) All of Seller's right, title and interest in and to all Permits, other than those Permits listed on SCHEDULE 2.1(f)(ii); a list of Permits is set forth on SCHEDULE 2.1(f)(i); (g) All of Seller's right, title and interest in and to all original or copies (in accordance with Section 2.2(b)) of all books, records, and other documents (whether on paper, computer diskette, tape or other storage media) relating to the Business (collectively, the "BOOKS AND RECORDS"), including, but not limited to, tax records, property records, production records, purchase and sales records, credit data, marketing, advertising and promotional materials, personnel files and payroll records, accounting records, financial reports, fixed asset lists, customer lists, customer records and information, supplier lists, parts lists, manuals, technical and repair data, correspondence, files and any similar items; (h) All of Seller's right, title and interest in and to all accounts receivable (including any security or collateral for such accounts receivable and including both billed and unbilled work) relating to the Business ("ACCOUNTS RECEIVABLE"); a list of Accounts Receivable, including the amount, the account debtor, job number and the date that payment of each such Account Receivable is due or was invoiced or the products age in days of such Account Receivable or, with respect to unbilled work, job number and job description relating to such matter, is set forth on SCHEDULE 2.1(h), as such Schedule may be updated prior to the Closing in accordance with terms hereof; (i) All of Seller's right, title and interest in and to all rights, claims and causes of action against third parties relating to the Business, including, but not limited to, all rights against suppliers under warranties covering any of the Acquired Assets, Equipment or affecting Inventory; (j) All of Seller's right, title and interest in and to all stationery, forms, labels, shipping materials, brochures, art work, photographs, advertising materials and any similar items relating to the Business, other than those certain items listed on SCHEDULE 2.1(j); (k) All of Seller's right, title and interest in and to all goodwill associated with the Business or the Acquired Assets; - and (l) Except for any Excluded Assets, all creditsof Seller's right, prepaid expensestitle and interest in and to all property, deferred chargesassets and rights owned, security deposits and prepaid items listed leased or held for use by Seller which are primarily used in Schedule 2.1; - all unshipped orders as of the Closing Date; - the customerBusiness, supplier and other contracts whether or not such property, assets or rights are listed on any Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by categoryAcquired Assets.

Acquired Assets. At Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller agrees to sell shall sell, convey, assign, transfer and deliver to Buyer Purchaser and Purchaser shall purchase, accept, acquire and take assignment and delivery of, all the right, title and interest that in, to and under the following assets of Seller possesses and has related directly to the right to transfer in and to all of the assets constituting the Division Seller's Audio Conferencing Business (collectively, the "ACQUIRED ASSETS") free and clear of all Encumbrances (except for Permitted Encumbrances): (a) all right, title and interest under the Audio Customer Service Contracts listed on SCHEDULE 3.7 related directly to the provisioning, use and purchase of audio conferencing services and any revenues to be derived therefrom; (b) all accounts receivable, trade receivables, notes receivable, contingent rights, deposits, advances and other receivables of Seller relating directly to the Audio Conferencing Business, as listed on SCHEDULE 1.1(b), which includes ; (c) the following: - all products and inventories, tangible or intangible and in whatever medium, and whether raw materials, work-in-progress, samples, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen (15toll free telecommunications access numbers listed on SCHEDULE 1.1(c) months until the expiration date thereof (the "INVENTORYACCESS NUMBERS"); (d) all accounting books and records, customer files (including customer credit and collection information), sales agent records and sales and purchase correspondence relating directly to the Audio Conferencing Business; - PROVIDED, that Seller may retain a copy of such records, on a confidential basis, to support its own Web Collaboration Business and its accounting and collection activities or any obligation arising under this Agreement or the Transition Services Agreement; (e) all warranties, indemnities or other rights and causes of action relating directly to the Audio Conferencing Business; (f) all goodwill related to, arising from or used in connection with the Audio Conferencing Business; and (g) to the extent assignabletransferable, all governmental or administrative permits, licenses, Consents, approvals, certificates, permitsvariances or other authorizations required in connection with the operation of the Audio Conferencing Business under any Law or any contract, approvalslease, and registrations commitment, sales order, purchase order, license, mortgage, note, bond or other agreement, whether written or oral (the "PERMITS"); - all intellectual property, and in each case, the goodwill associated therewith, including all trademarks, service marks, trade names, including, without limitation, the name "ZILACTIN" (and derivatives), copyrights, know-how, patents, trade secrets, internet domain names, and telephone numbers (the "INTELLECTUAL PROPERTY"); - all formulae, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent relating to the Business Division or the products or affecting the Acquired Assets; - all credits, prepaid expenses, deferred charges, security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders as of the Closing Date; - the customer, supplier and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by category.

Acquired Assets. At Upon the Closingterms and subject to the conditions of this Agreement, Seller agrees at the Closing provided for in Section 2.7, in each case subject to sell Section 2.11, Seller, on an as-is, where-is basis (except as otherwise expressly provided herein), shall sell, convey, assign, transfer and deliver to Buyer Purchaser, and Purchaser shall purchase and acquire from Seller, all the of Seller’s right, title and interest that Seller possesses and has the right to transfer in and to all of the property, assets constituting and rights owned, leased or licensed by Seller relating to or used in the Division Operations (other than the "ACQUIRED ASSETS"Excluded Assets), which includes of every kind, character and description, whether tangible, intangible, real, personal or mixed and wheresoever located, whether carried on the following: - all products books of Seller or not carried on the books of Seller due to expense, full depreciation or otherwise, as the same may exist on the Closing Date (collectively, the “Acquired Assets”), expressly subject to the Assumed Liabilities and inventoriesPermitted Liens. Such Acquired Assets shall include, tangible or intangible and in whatever mediumwithout limitation, and whether raw materials, work-in-progress, samples, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen the following (15) months until the expiration date thereof (the "INVENTORY"); - except to the extent assignablethat they are Excluded Assets): (a) All of Seller’s right, title and interest in and to the IKONOS Satellite System; (b) All of Seller’s right, title and interest in and to all tangible personal property owned or leased by Seller or, subject to the terms and conditions of the Government Contract to which such tangible personal property relates, furnished to Seller by a Governmental Body relating to or used in the Operations, including, without limitation, all governmental or administrative licensesfurniture, certificatesfixtures, permitscomputer equipment, approvalsfurnishings, tools, machinery, spare parts, motor vehicles, leasehold improvements and equipment (collectively, the “Equipment”), and registrations (the "PERMITS"); - all intellectual property, and in each case, the goodwill manufacturers’ warranties associated therewith, including all trademarks, service marks, trade nameswith such items, including, without limitation, the name "ZILACTIN" list of Equipment set forth on Schedule 2.1(b); (c) All of Seller’s right, title and derivativesinterest in and to all inventory, work-in-process, components, finished goods, parts, supplies, raw materials and other items owned or leased by Seller relating to or used in the Operations (collectively, the “Inventory”), copyrightsas well as all manufacturers’ warranties associated with such items, know-howincluding, patentswithout limitation, trade secretsthe list of Inventory set forth on Schedule 2.1(c); (d) All of Seller’s right, internet domain namestitle and interest in and to all Intellectual Property and all IP Licenses (but in the case of Intellectual Property licensed to Seller by third parties, only such rights as Seller has under the IP Licenses in question), in both cases relating to or used in the Operations (collectively, the “Assigned IP Assets”), including, without limitation, the list of Assigned IP Assets set forth on Schedule 2.1(d); (e) All of Seller’s right, title and interest in and to all claims, deposits, prepayments, warranty and guarantee rights, refunds and rebates and similar items relating to the Operations; (f) All of Seller’s rights under, and telephone numbers interest in, all agreements, arrangements, contracts, notes, bonds, loans, instruments, mortgages, indentures, leases (including operating leases), conditional sales contracts, licenses (including, without limitation, all IP Licenses), franchises, understandings, commitments and other binding arrangements (collectively, “Contracts”) relating to the Operations to which Seller is a party or by or to which the Acquired Assets are bound or subject (collectively, the “Assigned Agreements”), including, without limitation, the list of Assigned Agreements set forth on Schedule 2.1(f); (g) To the extent transferable under applicable Law, all of Seller’s right, title and interest in and to all permits, authorizations, licenses, or approvals issued by any Government Body held by Seller relating to or used in the Operations (the "INTELLECTUAL PROPERTY"“Seller Permits”); - , including, without limitation, (i) the list of Material Permits set forth on Schedule 2.1(g)(i) (the “Material Permits”) and (ii) any other Seller Permits set forth on Schedule 2.1(g)(ii); (h) All of Seller’s right, title and interest in and to all formulaeinsurance policies (including, manufacturing instructionswithout limitation, batch formulations, technologies, analytical methods, trade secrets, knowthe in-howorbit insurance for the IKONOS Satellite) for the benefit of Seller in respect of the Operations or Acquired Assets (excluding the D&O insurance), and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller every nature and description under or pursuant arising out of such policies, including, without limitation, the list of such policies set forth on Schedule 2.1(h); (i) All of Seller’s right, title and interest in and to all warrantiesoriginal or copies (in accordance with Section 2.2(a)) of all books, representations records, and guarantees other documents (whether on paper, computer diskette, tape or otherwise from or against manufacturers to other storage media) used in the extent Operations (collectively, the “Books and Records”), including, but not limited to, satellite health status reports, tax records, property records, purchase and sales records, credit data, marketing, advertising and promotional materials, personnel files and payroll records (relating to the Business Division Transferred Employees), accounting records, financial reports, fixed asset lists, customer lists, customer records and information, supplier lists, parts lists, manuals, technical and repair data, correspondence, files and any similar items; (j) All of Seller’s right, title and interest in and to all rights, Claims and causes of action against third parties (other than the Manager or members of the products or affecting Seller) relating to the Operations, including, but not limited to, all rights against suppliers under warranties covering any of the Acquired Assets; - , including, without limitation, those rights, Claims and causes of action against third parties set forth on Schedule 2.1(j); (k) All of Seller’s right, title and interest in and to all creditsstationery, prepaid expensesforms, deferred chargeslabels, security deposits shipping materials, brochures, art work, photographs, advertising materials and prepaid any similar items listed relating to or used in the Operations; (l) All of Seller’s right, title and interest in and to its library of archived geo-spatial imagery, wherever located and regardless of the media on which it is stored; (m) All of Seller’s right, title and interest in and to all Owned Real Property and Leased Real Property, including, without limitation, the list of such real properties set forth in Schedule 2.1; - 2.1(m), together with any and all unshipped orders easements for ingress, egress and utilities which are attendant to such property and all other appurtenances thereto; (n) All of Seller’s right, title and interest in and to all accounts receivable of Seller relating to the Operations as of the Closing Date (including rights to payment for services that have been performed but have not been billed prior to the Closing Date); (o) All of Seller’s right, title and interest in and to all goodwill associated with the Operations; (p) All of Seller’s right, title and interest in the bank accounts set forth on Schedule 2.1(p) (the “Transferred Bank Accounts”); - provided that Seller shall be entitled to retain one of the customerTransferred Bank Accounts upon written notice to the Purchaser prior to the Closing; (q) All cash on hand, supplier cash equivalents, bank accounts and short-term instruments (including restricted cash in respect of the items set forth in Section 2.1(e)) and all similar types of investments, such as certificates of deposit, treasury bills and other marketable securities, as of the Closing Date (whether or not such cash is held in a Transferred Bank Account) and (r) All of Seller’s right, title and interest in and under the Plans and any associated trust, insurance and service agreements or contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced aboveentered into, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, all books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files documents and telephonepapers created, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventoryfiled or maintained, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by categoryin connection with the Plans.

Acquired Assets. At Subject to the terms and conditions contained herein, the Sellers shall sell, transfer, convey and assign to Purchaser, and Purchaser shall purchase and acquire from the Sellers, on the Closing, Seller agrees to sell free and deliver to Buyer clear of all liens, claims and encumbrances, other than those liens, claims and encumbrances described in the DISCLOSURE SCHEDULES (collectively, "PERMITTED ENCUMBRANCES"), all of their right, title and interest that Seller possesses and has the right to transfer in and to all of the assets constituting and properties used or useable in the Division Acquired Business, except for the Excluded Assets (as defined below) described in PARAGRAPH 1.2 (collectively, the "ACQUIRED ASSETS"). The Acquired Assets shall include without limitation (except as expressly provided in PARAGRAPH 1.2), which includes the followingfollowing assets of the Acquired Business: (a) all accounts or notes receivable relating to goods or services rendered or fees earned prior to the Closing; (b) all inventory, furniture, fixtures, vehicles, equipment, machinery, leasehold improvements computers, software, information systems and other tangible personal property used or useable in the operation of the Acquired Business, including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person, including without limitation the items listed in the DISCLOSURE SCHEDULES; (c) all proprietary or confidential information, including, without limitation: - all products and inventories(i) trade secrets, tangible or intangible and in whatever mediumtechnical information, know-how, ideas, designs, processes, procedures, algorithms, discoveries, patents, patent applications, copyrights, and whether raw materialsall improvements thereof; (ii) all data, work-in-progressfiles, samplesbooks and records, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen (15) months until the expiration date thereof (the "INVENTORY"); - to the extent assignableaccounting records and information, all governmental or administrative licenses, certificates, permits, approvalscustomer lists, and registrations other client information; and (iii) all of the "PERMITS"); - all intellectual property, Acquired Business' other information and in each case, intangible property rights including the goodwill associated therewith, including software program known as TWEG; (d) all trademarks, service marks, and trade namesnames (including, without limitation, the Company's corporate name) and all variations thereof, all registrations and pending applications therefor, and all goodwill associated therewith; (e) except as set forth in the DISCLOSURE SCHEDULES, all of the Sellers' right, title and interest in, to and under all executory contracts, bonds, capital and operating leases, non-compete agreements, licenses, agreements, commitments, arrangements and service agreements which relate to the operation of the Acquired Business or relate to the Acquired Assets, including, without limitation, those set forth in the name DISCLOSURE SCHEDULES (collectively, the "ZILACTIN" ASSIGNED CONTRACTS"); (f) choses in action, causes of action, suits, proceedings, claims and derivatives)demands, copyrightswhether known or unknown, knowmatured or unmatured, accrued or contingent, against third parties, including the causes of action set forth in the DISCLOSURE SCHEDULES; (g) all licenses, permits, orders and approvals from any federal, state or local governments or any agency, quasi-howagency, patentspublic corporation or bureau thereof; (h) telephone and facsimile numbers, trade secretsemail addresses, internet domain names, and telephone numbers (the "INTELLECTUAL PROPERTY"); - all formulaewebsites, manufacturing instructionspost office boxes, batch formulationsstationery, technologiesforms, analytical methodslabels, trade secretsshipping material, know-howsupplies, catalogs, brochures, art work, photographs, and product specifications pertaining advertising and promotional materials; (i) all escrowed funds, funds held in trust, or other funds belonging to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") third parties, and all notebooksdocuments and instruments related thereto, records reportsincluding, databases without limitation, any cash or cash equivalents relating to future commissions owed to others, whether in the Sellers' possession or the possession of third parties; (regarding stability resultsj) all of the Company's real property, release results including fixtures, buildings and assay resultsimprovements, and all appurtenant rights owned by the Sellers; (k) all cash and cash equivalents, including without limitation, all bank accounts, cash, securities, investments of the Company in mutual funds, treasury funds, money market funds, certificates of deposit and other written documentation which contain similar investment instruments (whether negotiable or embody non-negotiable), owned by the Technical InformationCompany on the Closing Date, and earnings thereon; - and (l) all rights other assets, costs and estimated earnings in excess of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent relating to the Business Division or the products or affecting the Acquired Assets; - all credits▇▇▇▇▇▇▇▇, prepaid expenses, deferred charges, security advances and deposits of every kind and prepaid items listed in Schedule 2.1; - all unshipped orders as nature of the Closing Date; - the customerAcquired Business, supplier and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related except to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by categoryextent expressly excluded in PARAGRAPH 1.2.

Acquired Assets. At Subject to the Closingterms and conditions set forth in this Agreement, Seller agrees at the Closing referred to sell in Article 4 hereof, the Sellers shall sell, assign, transfer and deliver to the Buyer, and the Buyer all the rightshall purchase, title acquire and interest that Seller possesses take assignment and has the right to transfer in and to delivery of, all of the following assets constituting of the Division Sellers, with the exception of the Excluded Assets (as defined in Section 1.2) (all of which assets are hereinafter referred to collectively as the "Acquired Assets"): (a) All machinery, equipment, installations, fixtures, furniture, tools, supplies, booths, displays, materials and other personal property used primarily in connection with either of the Businesses, including without limitation those items described on Schedule 1.1 (a) hereto, with such additions and deletions thereto as may arise, or may have arisen, from the date as of which such Schedule was prepared in the ordinary course of business prior to the Closing consistent with the Sellers' obligations under Article 8 hereof (the "ACQUIRED ASSETSEquipment"); (b) All of the Sellers' billed and unbilled accounts receivable relating primarily to either of the Businesses outstanding on the Closing Date, which includes including the following: - all products and inventoriesaccounts receivable listed on Schedule 1.1(b) to the extent not collected prior to the Closing Date, tangible or intangible and in whatever mediumeach case to the extent reflected on the Closing Balance Sheets (as defined in Section 3.2), and whether as finally adjusted pursuant to Section 3.2; (c) All of the Sellers' inventories held for use primarily in either of the Businesses, including raw materials, workwork in process (subject to the customers' rights in the case of any government-in-progressfunded work in process), supplies, samples, prototypes or and finished goods provided that all finished goods shall have a minimum of fifteen (15) months until the expiration date thereof (the "INVENTORYInventories"); - , including the Inventories listed on Schedule 1.1 (c) to the extent assignablenot consumed in the operation of the Businesses prior to the Closing, in each case to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2); (d) All of the Sellers' prepaid expenses relating primarily to either of the Businesses and for which the Buyer will get the benefit after the Closing, to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2); (e) All of the Sellers' rights under all leases of personal property used primarily in connection with either of the Businesses, including without limitation any leases listed on Schedule 1.1(f) to the extent still in effect on the Closing Date (the "Personal Property Leases"); (f) All of the Sellers' rights under all contracts and agreements, including without limitation joint venture agreements, teaming agreements, distribution agreements, service agreements, supply agreements, license agreements, sublicense agreements, personal property leases and development contracts, entered into by a Seller primarily in connection with either of the Businesses, including without limitation the contracts listed on Schedule 1.1(f), but excluding any such contracts that have been performed in full by the Sellers prior to Closing (collectively the "Business Contracts"); (g) All of the Sellers' rights under purchase orders, including without limitation the purchase orders listed on Schedule 1.1(g), in each case to the extent outstanding on the Closing Date and relating primarily to either of the Businesses (collectively, the "Purchase Orders"); (h) All of the Sellers' rights with respect to those computer software programs, licenses and sublicenses to be transferred to the Buyer pursuant to the information technology partition and transition described in Section 12.9 and Schedule 12.9 (collectively, the "Transferred Software Licenses"); (i) to the extent transferable and permitted by applicable laws and regulations, all governmental or administrative of the Sellers' rights with respect to any licenses, certificates, permits, approvalsconsents, concessions, orders, authorizations, approvals or registrations from, of or with any Governmental Entity (as defined in Article 17) and registrations relating primarily to either of the Businesses; (j) subject to Section 12.3, all records of the "PERMITS"); - all intellectual property, and in each case, Sellers relating primarily to either of the goodwill associated therewith, including all trademarks, service marks, trade namesBusinesses, including, without limitation, property records, shipping records, supplier lists, production records, purchasing and sales records, customer lists, proposals, credit records, accounting records and such other records as the name "ZILACTIN" Buyer may reasonably require to conduct the Businesses subsequent to the Closing; (k) if requested by the Buyer and derivatives)to the extent such transfer is permitted by applicable law, copyrights, know-how, patents, trade secrets, internet domain names, photocopies of the payroll and telephone numbers personnel records (the "INTELLECTUAL PROPERTYPersonnel Records")) of all the Assumed Employees (as defined in Section 11.1) and any Optional Employees (as defined in Section 11.1) accepting Buyer's offers of employment; (l) subject to Section 12.4, all sales and promotional literature and other marketing and sales-related materials owned or used by the Sellers primarily in connection with either of the Businesses; (m) all files and documentation relating primarily to the Business Contracts and programs entered into by the Sellers since the inception of the Businesses and relating primarily to either of the Businesses; - any such materials subject to third party proprietary restrictions will be addressed as provided in Section 12.1; and (n) to the extent transferable, all formulaeclaims, manufacturing instructionscauses of action, batch formulationschose in action, technologiesrights of recovery and rights of set off of any kind against any third parties, analytical methods, trade secrets, know-howother than the Sellers and their Affiliates, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or and pursuant to all warranties, representations and guarantees guaranties made by suppliers of products, materials or otherwise from equipment or against manufacturers components thereof, pertaining to, arising out of, and inuring to the extent relating to the Business Division or the products or affecting the Acquired Assets; - all credits, prepaid expenses, deferred charges, security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders as benefit of the Closing Date; - Sellers and relating primarily to either of the customer, supplier and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by categoryBusinesses.

Acquired Assets. At On the ClosingClosing Date, Seller agrees to sell in accordance with this Agreement, Sellers shall sell, convey, transfer, assign and deliver to Buyer, and Buyer will purchase, all of the properties, assets and other rights, personal or mixed, tangible or intangible, owned or leased by or licensed to Seller and associated with the Clinics (the "Acquired Assets") which shall include, but not be limited to: (a) All accounts receivable, prepaid accounts, notes receivable, Medicaid receivables or other receivables of the Clinics (the "Accounts Receivable"), including rights to all files and documentation substantiating Seller's rights to said Accounts Receivable in sufficient form to effect an efficient collection of said Accounts Receivable, including, but not limited to, those Accounts Receivable listed on Schedule 2.1(a) hereto (collectively, the “Acquired Receivables”); (b) All agreements, contracts, understandings, plans, obligations and commitments relating to or entered into by Seller in connection with the Clinics including, but not limited to, the agreements listed on Schedule 2.1(b) hereto (the "Acquired Contracts"); (c) All Equipment owned by Seller and used or useable in connection with the Clinics, including all equipment and property of the Clinics as listed on Schedule 2.1(c); (d) All cash, bank accounts, certificates of deposit, and Cash Equivalents of Seller associated with the Clinics; (e) All right, title and interest that of the Seller possesses and has the right to transfer in and to all deposits, prepaid expenses, Medicaid reimbursements, deferred charges, advance payments, customer advances and prepayments of the assets constituting the Division (the "ACQUIRED ASSETS"), which includes the following: - all products and inventories, tangible or intangible and in whatever mediumSeller, and whether raw materialsall right, work-in-progress, samples, prototypes or finished goods provided that all finished goods shall have a minimum title and interest of fifteen Seller in escrow accounts and deposits associated with the Clinics; (15f) months until the expiration date thereof (the "INVENTORY"); - to To the extent assignabletransferable under applicable law, all governmental or administrative licensesfederal, state and local permits, authorizations, certificates, permits, approvals, registrations, variances, exemptions, rights-of-way, franchises, rights of other kind and registrations (character which are required by law or are used in connection with the "PERMITS"); - all intellectual property, and in each case, operation of the goodwill associated therewith, including all trademarks, service marks, trade namesClinics, including, without limitation, Seller's license to operate as a Medicare provider; (g) All insurance proceeds and insurance claims of the name "ZILACTIN" (and derivatives)Seller, copyrights, know-how, patents, trade secrets, internet domain names, and telephone numbers (the "INTELLECTUAL PROPERTY"); - all formulae, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant relating to all warrantiesor any part of the Clinics and, representations and guarantees or otherwise from or against manufacturers to the extent relating transferable by the Seller, the benefit of and the right to enforce the covenants and warranties, if any, which the Seller is entitled to enforce with respect to the Business Division Clinics or the products or affecting the Acquired Assets; - ; (h) Copies or originals of all creditsbooks, prepaid expensesrecords, deferred chargespapers and instruments of whatever nature and wherever located which (i) relate to the Clinics or the Acquired Assets, security deposits and prepaid items listed (ii) are used or usable by the Seller in Schedule 2.1; - all unshipped orders as connection with the Clinics, or (iii) are required or necessary in order for the Buyer to conduct operations of the Clinics from and after the Closing Date; - in the customer, supplier and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related to the Division Businessmanner in which it is presently being conducted, including, for examplewithout limitation, customer ordersaccounting and financial records, personnel and labor relations records, sales and property tax records and returns, Medicare records, customer lists, distribution listssales records and other customer data relating to the Clinics and all of the Seller’s supplier lists and other supplier data relating to the purchase of equipment and other supplies used in connection with the Clinics, price listsbut excluding income tax records and returns and corporate minute book and stock records; and (i) All of the going concern value of the Clinics, operating manualsincluding, booksbut not limited to, records, mailing lists, advertising materials, purchasing materials the use of the names of the Clinics and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list any trademark rights or other rights in the names of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by categorythe Clinics.

Acquired Assets. At Subject to the Closingterms and conditions of this Agreement, at Closing (as defined herein) and effective at 12:01 a.m. on August 30, 1999 ("Effective Date"), Seller hereby agrees to sell sell, assign, convey and deliver to Buyer, or cause to be sold, assigned, transferred, conveyed and delivered to Buyer, and Buyer agrees to purchase and accept from Seller all the of Seller's right, title and interest that Seller possesses and has the right to transfer in and to all any of the following assets constituting as are owned by Seller on the Division Effective Date, whether or not carried or reflected on the books and records of Seller (collectively the "ACQUIRED ASSETSAcquired Assets"): (a) All of the manufacturing and operating assets associated with or benefiting the Business including, without limitation, all trucks, automobiles, trailers, rolling stock, machinery, equipment, printing cylinders, cutting dies, computers, tooling, accessories, dies, patterns, working and design drawings, materials handling and support equipment, supplies, tools, replacement and spare parts together with all related operation or repair manuals and applicable warranties of each manufacturer of such items; (b) All inventory including, without limitation, finished goods ("Finished Goods"), which includes the following: - all products and inventories, tangible or intangible and in whatever medium, and whether raw materials, work-in-progressprocess ("Work-in-Process"), samplesraw materials ("Raw Materials"), prototypes or finished goods provided that all finished goods shall have a minimum of fifteen replacement and spare parts, new and used tool inventory, packaging materials and operating supplies (15) months until the expiration date thereof (collectively the "INVENTORYInventory"); - ; (c) All accounts receivable of Seller (collectively "Accounts Receivable"); (d) All records related to Seller's customers, suppliers and products, as well as other information owned by Seller which will enable Buyer to continue the operations of the Business as they are currently being conducted; (e) All permits, licenses and approvals and authorizations by governmental authorities held by Seller at the Effective Date which are transferable by Seller; (f) Subject to any approval requirements, supplier, customer and other contracts designated by Seller and related to the extent assignableoperation of Seller's Business; (g) All Seller's rights in, to and under all governmental or administrative domestic and foreign patents, patent applications, patent licenses, certificatessoftware licenses, permitsknow-how licenses, approvals, and registrations (the "PERMITS"); - all intellectual property, and in each casetrade names, the goodwill associated therewithname "G B Labels, including all Inc.", trademarks, copyrights, unpatented inventions, service marks, trademark and service ▇▇▇▇ registrations and applications, all trade namessecrets, know-how (including, without limitation, the name "ZILACTIN" (proprietary know-how and derivatives), copyrights, use and application know-how), patentsmanufacturing, trade secretsengineering and other drawings, internet domain namesformulae, process and telephone numbers material specifications, product/process test specifications and test methods, technology, technical information, engineering data, design and engineering specifications, if any (the "INTELLECTUAL PROPERTYIntellectual Property"); - ; (h) All promotional literature, customer and supplier lists (including, without limitation, all formulaelists of customers of the Business maintained by Seller) and similar written data; (i) All current customer and work-in-process records, correspondence and other files and records of Seller, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-howand quality control and product development records, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) any financial information and other written documentation which contain or embody the Technical Information; - all rights files and records of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers pertaining solely to the extent relating Business, wherever located on the Effective Date; (j) Such rights as Seller has to use its present telephone and facsimile transmission numbers and its post office box, from and after the Business Division or the products or affecting the Acquired Assets; - all credits, prepaid expenses, deferred charges, security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders as of the Closing Effective Date; - the customer, supplier and other contracts listed on Schedule 2.1 ; (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any k) All other tangible or intangible property assets used directly or owned by Seller related to indirectly in the Division operation of the Business or benefiting the Business, including, but not limited to goodwill, not otherwise described in this Section 1.1 except for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by category.the excluded assets described in Section 1.2

Acquired Assets. At On and subject to the terms and conditions of this Agreement, at the Closing, the Buyer shall purchase from the Seller, and the Seller agrees to sell shall sell, transfer, assign, convey and deliver to Buyer the Buyer, all the right, title and interest that of the Seller possesses and has the right to transfer in and to all of the assets constituting tangible and intangible assets, business, goodwill and rights of the Division Seller used in, arising out of, or related to, the Business, other than the Excluded Assets (all such assets, business, goodwill and rights being purchased hereunder are collectively referred to as the "ACQUIRED ASSETS"“Acquired Assets”), which includes as the following: - all products and inventories, tangible or intangible and in whatever medium, and whether raw materials, work-in-progress, samples, prototypes or finished goods provided that all finished goods same shall have a minimum of fifteen (15) months until the expiration date thereof (the "INVENTORY"); - exist immediately prior to the extent assignableClosing, free and clear of all governmental or administrative licenses, certificates, permits, approvals, and registrations Liens (the "PERMITS"other than Permitted Liens); - all intellectual property, and in each case, the goodwill associated therewith, including all trademarks, service marks, trade names, including, without limitation, the name "ZILACTIN" following (and derivatives), copyrights, know-how, patents, trade secrets, internet domain names, and telephone numbers (the "INTELLECTUAL PROPERTY"); - all formulae, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent used in, arising out of, or related to, the Business): (a) raw materials, components, and supplies, work-in-process, processed or finished goods and other items of inventory, and all packaging, wrapping, shipping containers and other parts, wherever located, specifically including any inventory held by third parties for demonstration purposes or on consignment; (b) all machinery, equipment, tooling, dies and molds (whether located at the facilities of the Seller or at other locations), furniture, fixtures, leasehold improvements, vehicles and other tangible personal property listed on Schedule 1.1(b); (c) all Intellectual Property set forth on Schedule 1.1(c), the goodwill associated therewith, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the Laws of all jurisdictions, and all rights granted to the Buyer under the Intellectual Property License Agreement (the “Ultrasonics Intellectual Property”), subject to the limitations set forth in Section 2.4; (d) to the extent that the same are assignable, agreements, contracts, unfulfilled sales orders with customers listed on Schedule 1.1(d), unfulfilled purchase orders entered into with suppliers listed on Schedule 1.1(d), licenses, commitments, plans, instruments, arrangements, understandings and proposals, documents and leases (whether of real or personal property) (including, without limitation, any such agreements, contracts, licenses, commitments, documents and leases listed on Schedule 5.13), including all amendments and supplements thereto (collectively, the “Contracts”), subject to the limitations set forth in Section 2.4; (e) all payments, deposits (including, without limitation, customer deposits or prepayments on unfulfilled sales orders) and prepaid expenses set forth on Schedule 1.1(e); (f) all claims, choses-in-action, warranties, refunds, rights of recovery, rights of set-off and rights of recoupment set forth on Schedule 1.1(f); (g) [intentionally omitted]; (h) to the extent that the same are assignable, all Permits, including those Permits which are listed on Schedule 5.8; (i) all rights to receive mail, email, faxes and other communications addressed to the Seller and relating to the Business Division or the products or affecting (including communications from customers, suppliers, distributors, agents and others and payments with respect to the Acquired Assets; - ), all creditsof which shall be forwarded to the Buyer; (j) all records, prepaid expensesfiles, deferred chargesdocuments and correspondence, security deposits lists, drawings, specifications, ▇▇▇▇ of materials, studies, reports, advertising and prepaid items listed in Schedule 2.1; - promotional materials, and other printed or written materials, relating to the Business, including all unshipped orders as electronic and printed copies of each of the Closing Date; - foregoing; (k) rights to the customer, supplier and other contracts name “Misonix” granted by the Intellectual Property License Agreement; (l) the domain names listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"1.1(l); and - any and (m) all other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Assets included on Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by category1.1(m).

Acquired Assets. At On the Closingterms and subject to the conditions of this Agreement, Seller agrees Sellers agree to sell sell, transfer and deliver to Buyer Purchaser, and P▇▇▇▇▇▇▇▇ agrees to purchase from Sellers, the following assets of Sellers (collectively, the “Acquired Assets”), at the Closing and free and clear of all the Liens. The Acquired Assets include all of each Seller’s right, title and interest that Seller possesses and has the right to transfer in and to all the following: (a) The tangible personal property set forth on Schedule 2.1(a); (b) The Contracts set forth on Schedule 2.1(b)(the “Acquired Contracts”) (it being understood and agreed that between the execution of this Agreement and the Closing, Purchaser has the right, in its sole discretion, to inform Sellers that it no longer desires to take assignment of one or more Contracts listed on Schedule 2.1(b), in which case such Contract(s) shall no longer be “Acquired Contracts” hereunder). If the assignment of any Acquired Contract requires the consent of the assets constituting the Division other parties to such Acquired Contract (the "ACQUIRED ASSETS"other than any Seller), which includes this Agreement does not constitute an agreement to assign such Acquired Contract if an attempted assignment would constitute a breach thereof, but Sellers shall use their best efforts to obtain the following: - all products written consent of the other parties to such assignment; and inventoriesfailing such consent, tangible or intangible at Purchaser’s election, Sellers shall continue to execute any such Acquired Contract upon the direction and in whatever mediumfor the risk and benefit of Purchaser; (c) All Intellectual Property, and whether raw materials, work-in-progress, samples, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen (15) months until the expiration date thereof (the "INVENTORY"); - to the extent assignable, all governmental or administrative licenses, certificates, permits, approvals, and registrations (the "PERMITS"); - all intellectual property, and in each case, the goodwill associated therewith, including licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all trademarksjurisdictions; (d) All franchises, service approvals, permits, licenses, orders, registrations, certificates (including, for the avoidance of doubt, all Underwriters Laboratories certification marks and Electrical Testing Laboratories certification marks), trade namesvariances, and similar rights obtained from Governmental Authorities or other Persons (collectively, the “Permits”), including, without limitationbut not limited to, the name "ZILACTIN" (and derivatives), copyrights, know-how, patents, trade secrets, internet domain names, and telephone numbers (the "INTELLECTUAL PROPERTY"); - all formulae, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent relating to the Business Division or the products or affecting the Acquired Assets; - all credits, prepaid expenses, deferred charges, security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders as of the Closing Date; - the customer, supplier and other contracts listed Permits set forth on Schedule 2.1 2.1(d); (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, e) All books, records, mailing ledgers, files, documents, correspondence, lists, advertising plats, architectural plans, drawings, specifications, creative materials, purchasing materials advertising and recordspromotional materials, research studies, reports, and development filesother printed or written materials; (f) All Company-branded inventory with respect to the model numbers listed on Schedule 2.1(f) (collectively, litigation files “Eligible Inventory”), it being understood and telephoneagreed that (i) Eligible Inventory includes but is not limited to inventory in transit from suppliers, fax (ii) Eligible Inventory not in transit from suppliers is limited to inventory physically located at Seller’s Owings Mills, MD and data line numbers Long Beach, CA warehouse sites on the date of measure proscribed in Section 3.1(c) (iii) Schedule 2.1(f) shall include the per unit cost for each model number of Eligible Inventory and (iv) in the event that Eligible Inventory consisting of UL 217 8th Edition smoke alarms and UL 217 8th Edition combination smoke/carbon monoxide alarms is lower than $2,700,000.00, Eligible Inventory may include a carbon monoxide alarm inventory of up to $500,000.00 in aggregate amount (excluding combo alarms), calculated in accordance with all other items of Eligible Inventory as set forth in Section 3.1(c). To the extent that Seller’s total carbon monoxide alarm inventory is in excess of $500,000.00, Purchaser will have the right to determine which specific carbon monoxide alarm units will be included as Eligible Inventory; (g) All customer accounts; (h) The names “Universal Security Instruments” and “USI Electric” and all derivations thereof, and all other names used in connection with the Business and all derivations thereof; and (i) All goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by category.

Acquired Assets. At Subject to the Closingexclusions contained in Section 2.2 and subject to and upon terms and conditions contained herein, at the Closing Seller agrees to sell shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, free and clear from any Lien, all of the assets, properties, rights and goodwill of Seller, wherever located, used in, or associated with the Business (hereinafter sometimes collectively referred to as the “Acquired Assets”), including, without limitation: (a) all cash, cash equivalents, short-term investments, deposits, and accounts receivable of Seller on the Closing Date; (b) all of Seller’s inventories and other materials, supplies, components and accessories associated with or used in the operation of the Business whether on hand, in transit, or on order as of the Closing Date; (c) all tangible personal property associated with operating and maintaining the Business, including all machinery, equipment, tools, materials, furniture, hardware, computer hardware and peripherals, computer software, fixtures, improvements and other items; (d) all rights and interests of Seller, as of the Closing Date, under all contracts and agreements pertaining to the operation of the Business (collectively, the “Assigned Contracts”); (e) all prepaid items, deposits, and unbilled costs and fees relating to the Business, if any; (f) all licenses, permits, and other governmental authorizations of Seller and all pending applications therefore or renewals thereof relating to the Business or any of the Acquired Assets, in each case to the extent transferable to Buyer; (g) all claims of Seller against third parties relating to the Business or Acquired Assets, whether c▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent; (h) all goodwill of the Selling Parties relating to the Business; (i) all right, title and interest of Seller or Designated Shareholder in the land, structures, improvements and fixtures associated with the operation of the Business and all rights of way, uses licenses, easements and appurtenances thereto, including, without limitation, Seller’s rights and options with respect to the call center owned by 24 by 7 Contact Solutions, Inc. and located at T▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Building, T▇▇▇▇ ▇▇▇▇▇▇ corner Roces Avenue, Quezon City, Metro Manila, Philippines (the “OSM Site”); (j) originals or copies of all data and records (whether in print, electronic other format), related to the operations of the Business and/or the ownership of the Acquired Assets, including client and customer lists and records, referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and, subject to Applicable Laws, copies of all personnel records; (k) all of the following proprietary rights owned by, issued to or licensed to Seller or Designated Shareholder that Seller possesses are used in Seller’s operation of the Business, along with all income, royalties, damages and has payments due or payable at Closing or thereafter (including, without limitation, damages and payments for past or future infringements or misappropriations thereof), the right to transfer in s▇▇ and to recover for past infringements or misappropriations thereof and any and all of corresponding rights that, now or hereafter, may be secured throughout the assets constituting the Division (the "ACQUIRED ASSETS"), which includes the followingworld: - all products and inventories, tangible or intangible and in whatever medium, and whether raw materials, work-in-progress, samples, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen (15) months until the expiration date thereof (the "INVENTORY"); - to the extent assignable, all governmental or administrative licenses, certificates, permits, approvals, and registrations (the "PERMITS"); - all intellectual property, and in each case, the goodwill associated therewith, including all trademarks, service marks, trade namesdress, logos, trade names and corporate names together with all goodwill associated therewith (including without limitation, the use of the current corporate name and trade names and all translations, adaptations, derivations and combinations of the foregoing); copyrights and copyrightable works; mask works; and all registrations, applications and renewals for any of the foregoing; trade secrets and confidential information (including, without limitation, the name "ZILACTIN" (and derivatives)ideas, copyrightsformulae, compositions, know-how, patents, trade secrets, internet domain names, manufacturing and telephone numbers (the "INTELLECTUAL PROPERTY"); - all formulae, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, production processes and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent relating to the Business Division or the products or affecting the Acquired Assets; - all credits, prepaid expenses, deferred charges, security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders as of the Closing Date; - the customer, supplier and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and recordstechniques, research and development filesinformation, litigation drawings, specifications, designs, plans, proposals, technical data, financial, business and marketing plans, and customer and supplier lists and related information); computer software (including, without limitation, data, data bases, systems and related documentation); other proprietary rights; and all copies and tangible embodiments of the foregoing (in whatever form or medium) (collectively, the “Intellectual Property”); (l) Seller’s interests in its Internet website, including the domain, site design and related software, related electronic mail addresses, and any and all intellectual property rights relating to the Business; (m) Seller’s employee files and telephonerecords relating the Business, fax including original copies of any employment, noncompetition, or other similar agreements to which Seller is a party, and data line numbers all employment-related correspondence and goodwill. Schedule 2.1 sets forth a list documentation of employee performance reviews; and (n) all Inventoryother tangible and intangible assets that, Permitstogether with the above, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by categorywould be used or useful in connection with operating the Business after the Closing Date.

Acquired Assets. At The Acquired Assets shall consist of the Closingfollowing assets, properties and rights of the Sellers related to or used in the Corn Silk Business, except as otherwise expressly set forth in this Article I: (a) all inventories of Merchantable (as hereinafter defined) finished products and display materials normally accompanying such finished products in shipments to customers, in each case on hand at the Closing (collectively, the "Inventory"); (b) all market research, promotional data and advertising and display materials currently used in the Corn Silk Business; (c) all technologies, analytical methods, technical information, product specifications and formulations, manufacturing processes, data bases, operating manuals, trade secrets, know-how and raw material specifications currently owned by the Sellers and, subject to the further terms and conditions of this Section 1.2, used exclusively in the Corn Silk Business; (d) all machinery, equipment, molds, tools and other items of tangible personal property as set forth on Schedule 1.2(d); (e) subject to Section 1.9 hereof, all contracts, agreements, and purchase and sale orders relating to the operation of the Corn Silk Business subsequent to the Closing Date; (f) all files, records, data, plans, contracts (including contracts under which Seller agrees is entitled to sell receive royalty payments from the other parties thereto) and deliver recorded information, including, without limitation, customer and supplier lists currently used in the Corn Silk Business; (g) all software, operating systems, dispatch systems and accounting systems developed and transferable by the Sellers currently owned by the Sellers and, subject to Buyer the further terms and conditions of this Section 1.2, used exclusively in the Corn Silk Business; (h) to the extent transferable, all governmental licenses, permits, authorizations and approvals; (i) all the right, title and interest that Seller possesses and has the right to transfer of Sellers in and to the name "Corn Silk" and any variations thereof containing the name "Corn Silk," all logos of Sellers used or held for use in connection with the Corn Silk Business, and the Corn Silk Trademarks and tradenames and related goodwill associated therewith; and (j) all cash received by Sellers or any agent of Sellers after the Closing Date from customers of the assets constituting Corn Silk Business for services provided or products sold by the Division Corn Silk Business after the Closing Date. In connection with the foregoing, (A) the term "Merchantable", as applied to the Inventory, shall mean that such Inventory (i) is of a quality such that it can be sold in the ordinary course of the Corn Silk Business, (ii) has or would pass quality assurance testing consistent with past practice of the Corn Silk Business, (iii) is in compliance with all applicable laws, rules and regulations, including the fact that such Inventory has been manufactured in accordance with good manufacturing practices ("GMP"), as defined by the United States Federal Food, Drug and Cosmetic Act, as amended (the "ACQUIRED ASSETSFDA Act"), which includes and (iv) is not adulterated or misbranded within the following: - all products meaning of the FDA Act, or the rules and inventories, tangible or intangible regulations promulgated thereunder; and in whatever medium(B) if, and whether raw materialsto the extent, work-in-progressany of the assets, samples, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen (15) months until properties and rights which are used both in the expiration date thereof Corn Silk Business and any other business being retained by Sellers (the "INVENTORYRetained Businesses"); - ) are not included in the Acquired Assets, the Sellers and the Purchaser shall cooperate with each other and make such reasonable arrangements as are necessary to permit the Sellers, on the one hand, and the Purchaser, on the other hand, to operate the Retained Businesses and the Corn Silk Business, respectively, consistent with past practices, including making and providing duplicate copies of certain material or redacting information therefrom (it being understood that any such assets, properties or rights not included in the Acquired Assets pursuant to Section 1.2(c) or (g) but currently used in the Corn Silk Business shall, to the extent assignableseverable, all governmental or administrative licenses, certificates, permits, approvals, be transferred and registrations (the "PERMITS"); - all intellectual property, and in each case, the goodwill associated therewith, including all trademarks, service marks, trade names, including, without limitation, the name "ZILACTIN" (and derivatives), copyrights, know-how, patents, trade secrets, internet domain names, and telephone numbers (the "INTELLECTUAL PROPERTY"); - all formulae, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers assigned to the extent relating to the Business Division or the products or affecting the Purchaser (thereby becoming Acquired Assets; - all credits) and, prepaid expensesif not severable, deferred charges, security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders as be made available for the use of the Closing Date; - the customer, supplier and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"Purchaser); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by category.

Acquired Assets. At The Acquired Assets include, without limiting the Closing, Seller agrees to sell and deliver to Buyer all the right, title and interest that Seller possesses and has the right to transfer in and to all generality of the assets constituting foregoing, the Division following (the "ACQUIRED ASSETS"), which includes the following: - all products and inventories, tangible or intangible and in whatever medium, and whether raw materials, work-in-progress, samples, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen (15) months until the expiration date thereof (the "INVENTORY"); - to the extent assignablesuch are not Excluded Assets) provided, all governmental or administrative licenseshowever, certificatesthat notwithstanding any implication to the contrary, permitsBU is transferring only the BU Assets; (a) All of Sellers' machinery, approvalsequipment, tools, dies, vehicles, furniture, fixtures, and registrations (the "PERMITS"); - all intellectual other fixed assets and all other tangible personal property, and in each casewherever located, existing on the goodwill associated therewithForeclosure Date, including all of or relating to the Business; (b) All of Sellers' patents, trademarks, trademark registrations, service marks, trade names, includingpatent applications, without limitationinventions, the name "ZILACTIN" (and derivatives)trademark applications, copyrightsprocesses, know-how, patentslicenses, trade secretsblueprints, internet domain namesdrawings, designs, patterns, copyrights, franchises and formulae, information and documents (including log books) relating to research and development, whether or not completed, and telephone numbers (all other forms of Intellectual Property, existing on the "INTELLECTUAL PROPERTY"); - all formulaeForeclosure Date, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain of or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent relating to the Business Division or Business; (c) All of Sellers' raw materials, supplies, packages, boxes, containers, work in process and finished goods, constituting all of the products or affecting the Acquired Assets; - all creditsinventory of Sellers, prepaid expenseswherever located, deferred charges, security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders as of existing on the Closing Date, of or relating to the Business; - (d) All of BL's trade accounts receivable existing on the customerForeclosure Date up to and including the Closing Date and all of National's factored and unfactored accounts and accounts receivable existing on the Foreclosure Date up to and including the Closing Date, supplier of or relating to the Business; (e) All of Sellers' prepaid expenses and other contracts listed accounts existing on Schedule 2.1 the Foreclosure Date of or relating to the Business; (together with the licenses to Intellectual Property referenced abovef) All of Sellers' rights, the "ASSUMED AGREEMENTS")which are now or were formerly owned by BL, but none of Sellers' obligations, duties, or liabilities under all contracts, agreements, leases and licenses, and choses in action and general intangibles, whether formerly owned by BL or otherwise; and - any other tangible (g) All of Sellers' rights, which are now or intangible property used or were formerly owned by Seller BL, under all State, Federal, Municipal, and regulatory agency approvals, actual or pending and whether written or oral, direct or indirectly held; and (h) All of Sellers books, papers, computer hardware and software and related to the Division Businessdocumentation and records, includingwhich are now or were formerly owned by BL, for exampleincluding without limitation property lists, customer payroll and personnel records, sales records, contracts and orders, books of account, customer lists, distribution listssupplier lists and advertising and promotional material, price lists, operating manuals, but not including minute books, capital stock records, mailing liststax returns, advertising materialsand personal correspondence of executives, purchasing materials and recordsdocuments relating solely to the ownership of real property; provided, research and development fileshowever, litigation files and telephonethat subsequent to Closing Sellers shall, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventoryupon request, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by categorybe given such reasonable access to such documents as may be necessary for Sellers' respective legitimate business purposes.

Acquired Assets. At On the terms and subject to the conditions set forth in this Agreement and, subject to approval of the Bankruptcy Court, pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, at the Closing, Seller agrees to sell the Sellers shall sell, assign, transfer, convey and deliver to Buyer the Purchaser, and the Purchaser shall purchase and accept from the Sellers, all the right, title and interest that Seller possesses and has of the right to transfer Sellers in and to all the rights, properties and assets of the assets constituting Sellers, wherever located, whether tangible or intangible, as the Division same shall exist on the Closing Date (collectively, the “Acquired Assets”), that are listed or described below and in the manner described below: (a) the Purchaser shall acquire all the Contracts and all rights thereunder (the "ACQUIRED ASSETS")“Assigned Contracts”) listed or described on Schedule 1.1(a): (b) the Purchaser shall acquire all rights and remedies under all warranties, which includes representations and guarantees made by suppliers, manufacturers and contractors; (c) the following: - Purchaser shall acquire all products inventory, finished goods, works in process, raw materials and inventoriespackaging materials; (d) the Purchaser shall acquire all (i) patents and patent applications, tangible or intangible and in whatever mediumincluding provisionals, and whether raw materialscontinuations, workcontinuations-in-progresspart, samplesdivisionals, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen substitutions, reissues, reexaminations and any extensions and supplementary protection certificates; (15ii) months until the expiration date thereof (the "INVENTORY"); - to the extent assignable, all governmental or administrative licenses, certificates, permits, approvals, and registrations (the "PERMITS"); - all intellectual property, and in each case, the goodwill associated therewith, including all trademarks, service marks, trade dress, trade names, includinglogos, without limitationslogans, Internet domain names and other similar designations of source or origin, together with the goodwill symbolized by, and any registrations and applications for, the name "ZILACTIN" foregoing; (iii) copyrights and derivatives)database rights, copyrightsand any copyright registrations and applications; (iv) trade secrets, including trade secret rights in inventions, discoveries, know-how, patentsproprietary processes, trade secrets, internet domain names, and telephone numbers (the "INTELLECTUAL PROPERTY"); - all formulae, manufacturing instructionsprotein sequences, batch formulations, technologies, analytical methods, trade secrets, know-how, and product specifications pertaining to products (hereinafter collectively referred to as the "TECHNICAL INFORMATION") and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent relating to the Business Division or the products or affecting the Acquired Assets; - all credits, prepaid expenses, deferred charges, security deposits and prepaid items listed in Schedule 2.1; - all unshipped orders as of the Closing Date; - the customer, supplier and other contracts listed on Schedule 2.1 (together with the licenses to Intellectual Property referenced above, the "ASSUMED AGREEMENTS"); and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, standards for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and recordscomparison, research and development filesinformation, litigation files clinical data, cell lines, dedicated toll free product lines, manufacturing technology and telephonedata, fax marketing and data line numbers sales information, customer lists and goodwill. supplier lists; and (v) any other intellectual property rights recognized in any relevant jurisdiction (collectively, “Intellectual Property”), including such of the foregoing as are listed or described on Schedule 2.1 sets forth a list of 1.1(d) or Schedule 1.1(l); (e) the Purchaser shall acquire all Inventoryrights under non-disclosure or confidentiality, Permits, invention and Intellectual Property assignment, non-compete or non-solicitation agreements for the benefit of the Sellers with current or former employees and agents of the Sellers or with third parties (noting what is licensed and what is owned) and Assumed in the case of rights under the Parent Confidentiality Agreements, solely to the extent provided in Section 5.13(b)); (f) the Purchaser shall acquire the Biologics License related to the approval of the Biologics License Application from the FDA with respect to the drug product Krystexxa, and, subject to and in accordance with Section 5.17, the marketing authorization granted by categorythe European Commission, with respect to the drug product Krystexxa; (g) the Purchaser shall acquire to the extent transferable, all Permits and all pending applications therefor; (h) other than as set forth in Section 1.2(c) or Section 1.2(l), to the extent transferable, the Purchaser shall acquire all insurance policies and rights thereunder relating to the Acquired Assets; (i) other than as set forth in Section 1.2(f) or Section 1.2(g), the Purchaser shall acquire all books and records relating to the Acquired Assets; (j) the Purchaser shall acquire all goodwill associated with the Acquired Assets and the Assumed Liabilities; (k) the Purchaser shall acquire the approval of the Biologics License Application from the FDA and all rights to otherwise commercialize, develop and distribute the drug product Krystexxa in the United States of America and its territories; and (l) the Purchaser shall acquire the assets set forth on Schedule 1.1(l) to the extent not set forth in items (a) through (k) above. EXCEPT AS SPECIFICALLY AND EXPRESSLY SET FORTH IN ARTICLE III, (I) THE SELLERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, RELATING TO THE ACQUIRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO VALUE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FOR ORDINARY PURPOSES, OR ANY OTHER MATTER, (II) THE SELLERS MAKE NO, AND HEREBY DISCLAIM ANY, OTHER REPRESENTATION OR WARRANTY REGARDING THE ACQUIRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS AND (III) THE ACQUIRED ASSETS AND THE ASSUMED LIABILITIES ARE CONVEYED ON AN “AS IS, WHERE IS” BASIS AS OF THE CLOSING, AND THE PURCHASER PARTIES SHALL RELY UPON THEIR OWN EXAMINATION THEREOF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLERS MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY BUSINESS OTHER THAN THE BUSINESS, ANY ASSETS OTHER THAN THE ACQUIRED ASSETS OR ANY LIABILITIES OTHER THAN THE ASSUMED LIABILITIES, AND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY.