definiens: ), which shall remain with MDx . means any and all cell - based technique for thedetection, diagnosis or prognostic testing related to any neurodegenerative disorder, including without limitation, Alzheimer ’s Disease . The Transferred Assets specifically include, without limitation : 1.1 all of the intellectual property owned by MDx as of the Closing Date ( the ), including : ( a ) any and all patents and patent applications ( respectively issued or filed throughout the world ), ownedby MDx as of the Closing Date, as well as any extensions, divisions, continuations and continuation - in - parts thereofand any applications or patents that claim priority from such patents and applications, including, without limitation, any foreign counterparts of such patents, in each case related to the LymPro Technology ; ( b ) the copyrights owned by MDx as of the Closing Date related to the LymPro Technology ; ( c ) all other intellectual property and technology, including, without limitation, know - how, trade secrets, inventions ( whether or not patented ), data, techniques, materials, clinical and pre - clinical protocols, case report forms, regulatory correspondence, written authorization to access regulatory correspondence for Amarantus, designs, formulas, processes, procedures, methods, source code, software, databases, works of authorship, and alldocumentation and information relating to the design, manufacture, testing, installation, operation, repair, maintenance, support and use of the LymPro Technology, including without limitation any and all discoveries, improvements and inventions which are owned by MDx pursuant to Section 4.5 of the Leipzig Agreement ( as definedin Section 4 ) ; Page 1EXHIBIT 10 - 1 MEMORYDX ASSET PURCHASE AGMT FINAL.DOCX ( d ) the right to sue and recover damages for past, present and future infringement of any intellectualproperty