definiens: means all the assets, properties, and business of ICT of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located to the extent they are related or usefulfor Cell Therapy and all Recorded Information and Regulatory Information related thereto ( all of which aresometimes collectively referred to as the Assets ), but excluding cash, accounts receivable and the assets as set forthon Schedule 2a to this Amendment to be acquired by ICT and [COMPANY] Pharmaceuticals Corporation fromTransamerica Technology Finance Corporation ( ) pursuant to the Buy - out letter by Transamericadated October 29, 2002 ( the ) . ” ( b ) The parties hereby agree that the text of Section 1.16 of the Original Agreement is hereby amended to read inits entirety as follows : means mortgages, liens, pledges, charges, security interests, obligations relating to, or encumbrances ofany kind whatsoever, but excluding security interests on assets under the August 12, 2002 agreement between ICT and Miltenyi Biotec, Inc. ” ( c ) The parties hereby agree that the text of Section 2.3 ( a)(i ) of the Original Agreement is hereby amended to readin its entirety as follows : “ on the Closing Date, the sum of $ 440,042.42 by bank wire to Transamerica and the sum of $ 2,845,443.40 to or onbehalf of ICT ( including the checks to be issued by VESTA pursuant to Section 3.2 ( b)(vi ) ) ; and ” ( d ) The parties hereby agree that the text of Section 3.2(a ) of the Original Agreement is hereby amended by addinga new subsection ( v ) to read in its entirety as follows : ( e ) The parties hereby agree that the text of Section 3.2(b)(vi ) of the Original Agreement is hereby amended to readin its entirety as follows : “ all contracts, agreements, obligations and any other promises of or by ICT relating to or affecting the AcquiredAssets, whether contingent or fixed, have been satisfied or terminated by ICT . To the extent said obligations are ( A)solely financial obligations that are fully disclosed in Schedule 4.8 or ( B ) the Transamerica Note, and ICT hasarranged for VESTA to pay all such obligations directly out of the payment under 2.3(a)(i ), then to such extent thesatisfaction of these financial obligations by VESTA shall not be a condition to Closing ; and, ”