Exhibit 10.1


 


ASSET
PURCHASE AGREEMENT


 


This Asset Purchase
Agreement (the “Agreement”), dated as of December 31, 2012 (the “Effective Date”), is made
by and between (i) MEDPRO SAFETY PRODUCTS INC., a Nevada Corporation (“MedPro Safety”), and MEDPRO INVESTMENTS LLC,
a Delaware limited liability company (“MedPro Investments”) (collectively, “Seller”); and (ii) GREINER
BIO-ONE GmbH, an Austrian company (“Buyer” or “Greiner”); and (iii) ATHYRIUM OPPORTUNITIES FUND (A) LP,
a Delaware limited partnership (“Athyrium Fund (A)”), ATHYRIUM OPPORTUNITIES FUND (B) LP, a Delaware limited partnership
(“Athyrium Fund (B)”), and NB ATHYRIUM LLC, a Delaware limited liability company (“NB Athyrium”) (Athyrium
Fund (A), Athyrium Fund (B) and NB Athyrium collectively, “Athyrium”); and (iv) the following investment entities that
are party to this Agreement and for which POST ADVISORY GROUP, LLC a Delaware limited liability company, acts as investment manager:
OHIO PUBLIC EMPLOYEES RETIREMENT SYSTEM, SOUTH CAROLINA RETIREMENT INVESTMENT COMMISSION, POST INTERMEDIATE TERM HIGH YIELD FUND,
L.P., a Delaware limited partnership, and POST TRADITIONAL HIGH YIELD FUND, L.P., a Delaware limited partnership(collectively “Post
Advisory”).


 


WITNESSETH:


 


WHEREAS, Seller desires
to sell and assign to Buyer, and Buyer desires to purchase from Seller, all rights to the MedPro Intellectual Property (as defined
herein), upon the terms and subject to the conditions set forth herein;


 


WHEREAS, MedPro Investments
has entered into certain notes with Noteholders (as defined herein), which notes are guaranteed by MedPro Safety, that Seller wishes
to satisfy, and which Noteholders are willing to deem satisfied on the terms and conditions herein;


 


WHEREAS, MedPro Safety
and Buyer are parties to the MSM 2010 (as defined herein) that they wish to terminate and dissolve on the terms and conditions
herein, and which termination and dissolution MedPro Investments and the Noteholders are willing to consent to on the terms and
conditions herein; and


 


WHEREAS, Seller wishes
to enter into this agreement to resolve disputes with Greiner as to the MSM 2010, terms and conditions thereof, rights and obligations
under the MSM 2010, and the subject matter thereof.


 


NOW THEREFORE, in view
of the foregoing premises and in consideration of the mutual covenants, agreements, representations and warranties herein contained,
the parties hereto agree as follows:


 


1.1          Definitions.


 


(a)          The
following terms used in this Agreement shall have the respective meanings assigned to them below:


 


“Assignment
Effective Date” shall have the meaning set forth in Section 2.1 of this Agreement.


 


“Athyrium
Note Purchase Agreement” shall mean the Note Purchase Agreement by and among MedPro Investments, MedPro Safety, and The
Purchaser Named Herein (i.e., NB Athyrium LLC) dated October 1, 2010.


 


“Athyrium
Payments” shall mean the payments to be made by Greiner pursuant to Section 2.3(a)(i) and Section 2.3(b) of this Agreement.


 


“Contemplated
Transactions” shall have the meaning set forth in Section 2.6(g) of this Agreement.


 



    	 



    	 



    

 


“Copyrights”
shall mean all published and unpublished works of authorship, and all copyright rights therein or related thereto, industrial designs,
industrial models and proprietary designs, and all registrations therefor, all applications for registration thereof and all renewals,
extensions, restorations and reversions of any of the foregoing.


 


“Effective
Date” shall have the meaning set forth in the first paragraph of this Agreement.


 


“Hooman Patent”
shall mean the MedPro Intellectual Property identified on Exhibit A-1 attached to this Agreement and all intellectual property
and proprietary rights of any kind in any jurisdiction throughout the world that are the subject of, covered by, or within the
scope of the Hooman Patent, and all rights pertaining thereto, including, but not limited to: (a) all Patents; (b) all Copyrights;
(c) all Software and databases (including, without limitation, all customer, supplier and distributor lists and data); (d) all
Know How; and (e) all rights of action and claims arising in connection with any of the foregoing in the MedPro Fields of Use (as
that term applies to the Hooman Patent), all claims by reason of present or future infringement or violation of any of the foregoing,
and all rights to sue and collect damages in relation to any such infringement or violation. “Indenture” shall
mean the Indenture, dated September 1, 2010, by and between MedPro Investments and Trustee.


 


“Interest
Payments” shall have the meaning set forth in Section 2.4(a) of this Agreement.


 


“Irrevocable
Instruction” shall have the meaning set forth in Section 2.4(b) of this Agreement.


 


“Know How”
shall mean any and all trade secrets and confidential and proprietary business information (including, but not limited to, all
ideas, research and development, know-how, formulas, compositions, processes, methods, methodologies, techniques, technical data,
designs, drawings, specifications, customer and supplier lists, pricing and cost information, business and marketing plans and
proposals, inventions, disclosures, discoveries, improvements, modifications, techniques, formulas, and technologies), whether
or not patented, patentable, copyrightable, reduced to practice or registered.


 


“Licensed
Patents” shall mean the MedPro Intellectual Property identified on Exhibit A-2 attached to this agreement and all intellectual
property and proprietary rights of any kind in any jurisdiction throughout the world that are the subject of, covered by, or within
the scope of the Licensed Patents, and all rights pertaining thereto, including, but not limited to: (a) all Patents; (b) all Copyrights;
(c) all Software and databases (including, without limitation, all customer, supplier and distributor lists and data); (d) all
Know How; and (e) all rights of action and claims arising in connection with any of the foregoing in the MedPro Fields of Use (as
that term applies to the Licensed Patents), all claims by reason of present or future infringement or violation of any of the foregoing,
and all rights to sue and collect damages in relation to any such infringement or violation.


 


“MedPro Fields
of Use” shall mean (a) for the Hooman Patent, any and all fields except for the blood collection and phlebotomy fields;
and (b) for the Licensed Patents, the fields of: (i) intravenous injection catheters (a/k/a “IV catheters”) for the
infusion of liquid substances into a blood vessel of a patient; and (ii) add-on safety devices for prefilled injectable syringes
for drug delivery to a patient. For purposes of clarification, the MedPro Fields of Use as defined in this Agreement shall not
include, in whole or in part, the field of phlebotomy or blood collection devices or processes, in which Greiner shall have sole
and exclusive rights.


 


“MedPro Intellectual
Property” shall mean all intellectual property and proprietary rights of any kind in any jurisdiction throughout the
world that is the subject of, covered by, within the scope of or otherwise relating to the MSM 2010, as amended, and all rights
pertaining thereto, including, but not limited to: (a) all Patents; (b) all Trademarks; (c) all Copyrights; (d) all Software and
databases (including, without limitation, all customer, supplier and distributor lists and data); (e) all Know How; (f) all registrations
and applications to register any of the foregoing; (g) all rights of priority and protection of interests therein under the laws
of any jurisdiction, and tangible embodiments of any of the foregoing (in any medium including electronic media); (h) subsequent
to the Assignment Effective Date, all licensee fees, royalties, proceeds and other payments relating to any of the foregoing; and
(i) all rights of action and claims arising in connection with any of the foregoing, all claims by reason of past, present or future
infringement or violation of any of the foregoing, and all rights to sue and collect damages in relation to any such infringement
or violation. For purposes of clarification only, the MedPro Intellectual Property also shall include, but is not limited to, the
Patents identified on Exhibits A-1, A-2 and A-3 attached to this Agreement.


 



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“MedPro Product”
shall mean a product manufactured by or for MedPro Safety that is within the MedPro Fields of Use.


 


“MSM 2010”
shall mean the Medical Supply Manufacturing Agreement between MedPro and Greiner, dated 14 July 2010, together with any and all
amendments to that document.


 


"Note Documents"
shall mean the Notes, the Athyrium Note Purchase Agreement, the Post Note Purchase Agreement, the Indenture, the Continuing Unconditional
Guarantee dated as of September 1, 2010 by and between MedPro Safety and U.S. Bank National Association as trustee, the Pledge
and Security Agreement, and any other documents executed and delivered by MedPro Investments or MedPro Safety in connection with
the issuance of the Notes.


 


“Noteholders”
shall mean collectively, Athyrium and Post Advisory. “Notes” shall mean the MedPro Investments’ Senior
Secured 14% Notes due 2016, issued pursuant to the Athyrium Note Purchase Agreement and the Post Note Purchase Agreement.


 


“Parent Guarantor”
shall mean Greiner Bio-One International AG, an Austrian company, which is the parent of Greiner.


 


“Patents”
shall mean, in any and all countries, statutory invention registrations, patents and patent applications, patent disclosures, utility
models and industrial designs, and all provisional, continuations, continuations-in-part, requests for continued examination, continued
prosecution applications, divisionals, renewals, reissues, extensions, and reexaminations of any of the foregoing, and any application
or patent that claims priority to any of the foregoing or serves as a basis for a claim of priority to any of the foregoing applications
or patents, and all counterparts to any of the foregoing in any country in the world.


 


“Person”
shall mean a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general
partnership, joint venture, limited partnership, limited liability company, limited liability partnership, trust, business association,
or any person acting in a representative capacity.


 


“Pledge and
Security Agreement” shall mean the Pledge and Security Agreement between MedPro Safety and U.S. Bank National Association,
as Trustee, dated September 1, 2010.


 


“Post
Advisory Payment” shall mean the payment to be made by Greiner pursuant to Section 2.3(a)(ii) of this Agreement.


 


“Post Note
Purchase Agreement” shall mean the Note Purchase Agreement by and among MedPro Investments, MedPro Safety, and The Purchasers
Named Herein (i.e., accounts managed by Post Advisory Group, LLC) dated October 1, 2010.


 


“Product”
shall mean any and all product or products, which in whole or in part, are the subject of, covered by, within the scope of, or
otherwise relate to the MSM 2010 or any Intellectual Property therein or related thereto, including but not limited to the Holder
Product and the Wing Product, as both are defined and referred to in the MSM 2010, and any other products that may exist or that
may be developed by Greiner in the future, based in whole or in part on the MedPro Intellectual Property.


 


“Purchase
Price” shall have the meaning set forth in Section 2.3 of this Agreement.


 



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“Series D
Note Agreement” shall mean the Series D Senior Secured Promissory Note issued by MedPro to Vision Opportunity Master
Fund, Ltd. dated September 12, 2012.


 


“Software”
shall mean computer programs, data and information, whether in source code (human readable format), object code (machine readable
format), firmware or other form, and all design, development, flow charts, specifications, and other materials, whether in electronic,
paper or other form, relating to any of the foregoing, and all use manuals, systems manuals and other documentation of any kind,
whether in electronic, paper or other form, relating to any of the foregoing.


 


“Trademarks”
shall mean all trademarks, service marks, certification marks, trade dress, logos, slogans, trade names, service names, domain
names, other electronic identifiers (e.g., Twitter and Facebook handles), corporate names, business names, product names, and other
source identifiers, together with all translations, adaptations, derivations and combinations thereof, and all applications to
register, registrations and renewals directed to any of the foregoing, together with all rights of priority and counterparts to
any of the foregoing in any country in the world, and all goodwill associated with any of the foregoing.


 


“Trustee”
shall mean U.S. Bank National Association, solely in its capacity as initial trustee of the notes described in the Indenture.


 


“Unconditional
Guarantee” shall mean the Amended and Restated Continuing Guarantee between MedPro Safety to Trustee dated October 1,
2010.


 


“VCI”
shall mean Visual Connections, Inc.


 


“VCI Technology
Agreements” shall mean (i) the Technology Agreement between MedPro Safety Products, Inc. and VCI dated April 9, 2004;
(ii) the Technology Acquisition Agreement between MedPro Safety Products, Inc., Hooman Asbaghi, and VCI dated June 16, 2008; and
(iii) the Settlement and Release Agreement between MedPro Safety and VCI dated August 16, 2010.


 


“Vision”
shall mean Vision Opportunity Master Fund, Ltd., the holder of a controlling ownership interest in the capital stock of MedPro
Safety, and its affiliates including Vision Capital Advisors LLC.


 


2.1          Purchased Assets.


 


(a)          Immediately
upon receipt by the Noteholders of Greiner’s payment of the monies owed pursuant to Section 2.3(a) below of this Agreement
(“Assignment Effective Date”), Seller absolutely and irrevocably assigns, sells, and transfers to Greiner, and its
designees, and their respective successors and assigns, all right, title, and interest throughout the world in and to all MedPro
Intellectual Property Rights free and clear of all debts, security interests, liens, licenses and other encumbrances (all of the
foregoing individually and/or collectively “Transferred Rights”). The Transferred Rights shall be deemed conveyed effective
on the Assignment Effective Date.


 


(b)          Seller
agrees to execute the Intellectual Property Assignment Agreement attached to this Agreement at Exhibit B hereto concurrently with
the execution of this Agreement (which Intellectual Property Assignment Agreement shall not be effective until the Assignment Effective
Date), and any and all other documents and agreements reasonably requested by Greiner to evidence the intent or effectiveness of
the assignment, sale and transfer contemplated by Section 2.1 of this Agreement at no additional consideration to Seller.


 


(c)          Noteholders
acknowledge and agree that all debts, security interests, liens, licenses and other encumbrances of the Noteholders (to the extent
any exist, whether or not perfected), directly or indirectly, in the MedPro Intellectual Property shall be released in full effective
on Assignment Effective Date, and Noteholders agree to execute concurrently with the execution of this Agreement the security release
documents attached to this Agreement at Exhibit D, which security release documents shall not be effective until the Assignment
Effective Date. From and after the Assignment Effective Date, Noteholders and Seller agree to reasonably cooperate and reasonably
assist Greiner in connection with the release and extinguishment of such security interests, liens and encumbrances and to execute
any and all other documents reasonably requested by Greiner to evidence the intent or effectiveness of such release and extinguishment.


 



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(d)          Each
Party acknowledges and agrees that given the Irrevocable Instructions, and notwithstanding any covenant of, or restriction or prohibition
on, either MedPro Safety or MedPro Investments for the benefit of any of the Noteholders or of the Trustee, the assignment, sale
and transfer of the MedPro Intellectual Property Rights pursuant to this Agreement shall not be contingent on any of the Noteholders’
receipt of the Interest Payments, in whole or in part, and shall be contingent only on Greiner’s payments pursuant to Section
2.3(a).


 


2.2          Termination
of MSM 2010.


 


(a)          MedPro
Safety and Greiner hereby agree that the MSM 2010 is terminated as of the Assignment Effective Date, and thereafter, the MSM 2010
and all provisions, terms and conditions and amendments thereof, shall be of no further force and effect notwithstanding anything
to the contrary set forth in the MSM 2010 including, but not limited to, any provision that the MSM 2010 expressly states shall
survive termination or expiration. For the sake of clarification, no provision, term or condition of the MSM 2010 shall survive
termination of the MSM 2010 on the Assignment Effective Date. Athyrium, Post Advisory and MedPro Investments consent to the termination
of the MSM 2010 pursuant to Section 2.2(g) of this Agreement.


 


(b)          MedPro
acknowledges and agrees that the payment due from Greiner under the MSM 2010 on January 15, 2013 and all payments due thereafter
as well as all other obligations of Greiner under MSM 2010 shall be suspended, pending payment by Greiner of the payments due under
Section 2.3(a) below to the Noteholders on March 1, 2013, and that once Greiner makes the payments due under Section 2.3(a) below
to the Noteholders on March 1, 2013, Greiner shall be deemed to have paid and satisfied in full all outstanding obligations under
MSM 2010.


 


(c)          If
for any reason (including due to the termination of this Agreement prior to or on March 1, 2013) Greiner fails to make the payments
due under Section 2.3(a) below on March 1, 2013, all rights and obligations of the parties thereto under MSM 2010 will be immediately
reinstated, as if they had never been suspended, and the parties thereto will promptly, and in any event no later than March 15,
2013, make all payments that would have been due under the terms of the MSM 2010 during the suspension period but for the fact
that such payment obligations were suspended pursuant to this section (together with all interest and penalties accruing thereon
from the date such payments would have been due). The immediately preceding sentence shall survive any expiration or termination
of this Agreement. Each Party acknowledges and agrees that this Section 2.2(c), any obligation imposed on Greiner to pay any amounts
under the MSM 2010, and any payment by Greiner of any amounts under the MSM 2010 are without prejudice to Greiner’s right
to dispute, in whole or in part, the MSM 2010.


 


(d)          MedPro’s
obligations under the MSM 2010, and Greiner’s right to terminate the MSM 2010 under the MSM 2010, shall continue through
and until the Assignment Effective Date. MedPro’s ongoing obligations include, without limitation, forbearing from any license
grant to any third party inconsistent with the exclusive rights granted to Greiner, providing design assistance and design validation
services, maintaining design controls, securing regulatory approvals, making marketing contribution payments, renegotiating the
marketing contribution in good faith upon request, and protecting confidential information.


 


(e)          Effective
as of the Assignment Effective Date, Seller, each for itself and its respective successors and assigns, does hereby release and
discharge Greiner and its affiliates, and the employees, agents, officers and directors of each of the foregoing, and the respective
successors and assigns of each of the foregoing, from any and all further obligations, liability, claims, costs and causes of action
arising from any set of facts, under any theory, known or unknown, from the beginning of time to the Effective Date relating to
or arising under the MSM 2010, or the MedPro Intellectual Property, including those claims arising out of, or relating to, the
MSM 2010. Effective as of the Assignment Effective Date, Greiner, for itself and its successors and assigns, does hereby release
and discharge Seller, and the employees, agents, officers and directors of each of the foregoing, and the respective successors
and assigns of each of the foregoing, from any and all further obligations, liability, claims, costs and causes of action arising
from any set of facts, under any theory, known or unknown, from the beginning of time to the Effective Date relating to or arising
under the MSM 2010, or the MedPro Intellectual Property, including those claims arising out of, or relating to, the MSM 2010.


 



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(f)          SELLER
ACKNOWLEDGES THAT THE RELEASE CONTAINED IN SECTION 2.2(e) ABOVE MAY EXTEND TO CLAIMS THAT SELLER DOES NOT KNOW OR SUSPECT TO EXIST
IN ITS FAVOR AT THE TIME OF EXECUTING THIS AGREEMENT. SELLER HEREBY EXPRESSLY WAIVES ANY AND ALL PROVISIONS, RIGHTS AND BENEFITS
CONFERRED UNDER ANY LAW OF THE UNITED STATES OR ANY STATE OR TERRITORY OF THE UNITED STATES, OR PRINCIPLE OF COMMON LAW, THAT PROTECTS
SELLER FROM RELEASING ANY CLAIMS THAT IT DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THIS AGREEMENT,
WHICH IF KNOWN BY SELLER HAVE MATERIALLY AFFECTED ITS DECISION TO ENTER INTO THIS AGREEMENT. THE CLAIMS RELEASED IN SECTION 2.2(e)
SHALL BE DEEMED TO BE FULLY, FINALLY, AND FOREVER SETTLED AND RELEASED UPON THE EXECUTION OF THIS AGREEMENT, WITHOUT REGARD TO
THE SUBSEQUENT DISCOVERY OR EXISTENCE OF FACTS RELATING TO THE CLAIMS RELEASED IN SECTION 2.2(e) IN ADDITION TO OR DIFFERENT FROM
THOSE THAT SELLER BELIEVED TO BE TRUE ON THE DATE OF THE EXECUTION OF THIS AGREEMENT.


 


(g)          Pursuant
to Section 6.2(d) of that certain Purchase and Sale Agreement, dated as of September 1, 2010, between MedPro Investments and MedPro
Safety, MedPro Safety may not terminate or agree to terminate the MSM 2010 without the prior written consent of MedPro Investments
and the Trustee. In consideration of the Noteholders receiving the MedPro Assignment (as defined below) and being the beneficiaries
of the irrevocable designation and instruction described in Section 2.3 of this Agreement, each of the Noteholders and MedPro Investments
hereby consents to (and agree to instruct the Trustee to consent to) MedPro Safety’s agreement to terminate the MSM 2010
as of the Assignment Effective Date and acknowledges that such termination shall terminate MedPro Investment’s and MedPro
Safety’s rights to receive (and the Noteholder’s security interest in) all royalty, license fees and other payments
under Section 2.2 of the MSM 2010 that are suspended in accordance with this Agreement and/or that would have become due and payable
after the Assignment Effective Date, portions of which payments would have otherwise been applied toward MedPro Investments’
obligations under the Notes.


 


2.3          Purchase
Price. 


 


In consideration of
the assignment, sale and transfer by Seller to Greiner of the MedPro Intellectual Property pursuant to this Agreement, and provided
that this Agreement shall not have been terminated prior to such assignment, sale and transfer, Greiner shall pay MedPro Safety
the payments described in this Section 2.3 (the “Purchase Price Payments”). In consideration of the consent of the
Noteholders set forth in Section 2.2(g), (i) MedPro Safety and, if, and to the extent, MedPro Investments has any interest in the
Purchase Price payments, MedPro Investments, hereby presently and irrevocably sell, assign and transfer all of MedPro Safety’s
and MedPro Investments’ right, title and interest in and to (x) the Athyrium Payments to Athyrium and (y) the Post Advisory
Payment to Post Advisory, in each case, free and clear of all debts, liens, licenses, claims, security interests and other encumbrances
(such sale, assignment and transfer, the “MedPro Assignment”) and (ii) each of MedPro Safety and MedPro Investments
hereby agrees that such payments are irrevocably designated by MedPro Safety and MedPro Investments, and irrevocably instructs
Greiner to make such payments directly, to the Noteholders in accordance with the following (which payments shall be made free
and clear of any set-off, lien, reduction, counterclaim or withholding):


 


(a)          on March 1,
2013, the sum of Twenty-Two Million United States Dollars (US $22,000,000) to the Noteholders Athyrium and Post Advisory, said
payment to be made in accordance with the following:


 



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(i) one payment of
Seven Million Six Hundred Sixty Seven Thousand Five Hundred Eighty Three United States Dollars (US $7,667,583) to Athyrium, by
wire transfer of immediately available funds, such amount to be further broken down as follows and paid to the accounts and in
accordance with the wiring instructions specified below:


 


(A)          Four Million
Eighty Nine Thousand Three Hundred Seventy Eight United States Dollars (US $4,089,378) paid to NB Athyrium in accordance with the
applicable wire transfer instructions set forth in Schedule C,


 


(B)          Two Million
Two Hundred Thirty Eight Thousand Four Hundred Twenty Three United States Dollars (US $2,238,423) paid to Athyrium Fund (A) in
accordance with the applicable wire transfer instructions set forth in Schedule C, and


 


(C)          One Million
Three Hundred Thirty Nine Thousand Seven Hundred Eighty Two United States Dollars (US $1,339,782) paid to Athyrium Fund (B) in
accordance with the applicable wire transfer instructions set forth in Schedule C; and


 


(ii) another payment
of Fourteen Million Three Hundred Thirty Two Thousand Four Hundred Seventeen United States Dollars (US $14,332,417) to the managed
accounts of Post Advisory, by wire transfer of immediately available funds to the accounts set forth in Schedule C and in accordance
with the applicable wiring instructions set forth in Schedule C, with the amount set forth in this paragraph 2.3(a)(ii) to be further
broken down in amounts to be provided by Post Advisory to Greiner not less than five (5) business days prior to the date on which
such payment is due, with such payments designated first to the payment of any accrued interest, with the remainder applied to
repay principal (including a discounted repayment of outstanding notes, to the extent such remaining amount is insufficient to
repay the principal amount of the Notes in full); and


 


(b)          on February
1, 2014, the sum of Seven Million Four Hundred Thousand United States Dollars (US $7,400,000) to Athyrium, by wire transfer of
immediately available funds, such amount to be further broken down as follows and paid to the accounts and in accordance with the
wiring instructions specified below:


 


(i)          Three Million
Nine Hundred Forty Six Thousand Six Hundred Sixty Six United States Dollars (US $3,946,666) paid to NB Athyrium in accordance with
the applicable wire transfer instructions set forth in Schedule C;


 


(ii)          Two Million
One Hundred Sixty Thousand Three Hundred Seven United States Dollars (US $2,160,307) paid to Athyrium Fund (A) in accordance with
the applicable wire transfer instructions set forth in Schedule C; and


 


(iii)          One Million
Two Hundred Ninety Three Thousand Twenty Seven United States Dollars (US $1,293,027) paid to Athyrium Fund (B) in accordance with
the applicable wire transfer instructions set forth in Schedule C.


 


(c)          Greiner acknowledges
and agrees that, subject to the immediately following sentence, following the occurrence of the Assignment Effective Date, Greiner’s
obligation to make the payment to Athyrium described in Section 2.3(b) of this Agreement shall be unconditional and irrevocable
and, without limiting the generality of the foregoing, shall not be excused by reason of any breach by any other party of any provision
of this Agreement or any other agreement. The Parties acknowledge and agree that the immediately foregoing sentence shall have
no effect on, or otherwise diminish, any claim that Greiner has against MedPro Safety or MedPro Investment for any breach of any
provision of this Agreement or any other agreement, or against any of the Noteholders for breach of any provision of this Agreement.


 



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(d)          The collective
amounts set forth in this paragraph, totaling Twenty Nine Million Four Hundred Thousand United States Dollars (US $29,400,000),
is referred to collectively as the “Purchase Price”.


 


(e)          If
any portion of any Purchase Price Payment shall not be received by the Noteholder entitled thereto on the date such payment shall
be due, interest shall accrue on the amount of such late payment at a rate of two percent (2%) per month from and including the
due date of such payment, to, but excluding, the date such late payment is actually received. Such interest shall be paid in United
States Dollars and shall be payable upon demand of the applicable Noteholder.


 


2.4           Payment
by MedPro, and Suspension and Termination of Notes. 


 


(a)          MedPro Investments,
with the agreement and direction of the Noteholders, shall cause the Trustee to pay to Noteholders no later than January 30, 2013
the total sum of all funds held by Trustee in the interest reserve account relating to the Notes, less the amount of any fees owning
to the Trustee on such date, which net amount shall be equal to a total of Five Hundred Thirty Nine Thousand Five Hundred
and Five United States Dollars (US $539,505) to Athyrium and Post Advisory, said payment to be made in equal one-half shares
to Athyrium and to Post Advisory by wire transfer of immediately available funds to the accounts and in accordance with the wiring
instructions specified below with respect to each of the Noteholders (which payments shall be made free and clear of any set-off,
lien, reduction, counterclaim or withholding)


 


(i)          with the equal
one-half share to Athyrium and further broken down in accordance with a schedule of payments to be provided to MedPro Investments
by Athyrium prior to the date of the Interest Payments; and


 


(ii)          the equal one-half
share to Post Advisory in accordance with the applicable wire transfer instructions set forth in Schedule C and further broken
down in accordance with a schedule of payments, if any, to be provided to MedPro Investments by Post Advisory prior to the date
of the Interest Payments.


 


The monies identified
in this Section 2.4(a) are referred to as “Interest Payments”.


 


(b)          MedPro
Investments and the Noteholders agree to irretrievably and irrevocably instruct the Trustee to pay the Interest Payments to the
Noteholders in accordance with Section 2.4(a) of this Agreement on or before January 30, 2013, and shall concurrently with the
execution of this Agreement execute the written instruction to the Trustee attached to this Agreement at Exhibit E (the “Irrevocable
Instruction”). MedPro Investments shall immediately deliver such executed written instruction to Trustee (with a copy to
the Noteholders) on the Effective Date of this Agreement.


 


(c)          Upon
satisfactory receipt of the foregoing sum to be paid by MedPro Investments, the Noteholders agree that the payment of interest
on the Notes that is otherwise due on January 30, 2013 shall be suspended, pending payment of the sums by Greiner on March 1, 2013
pursuant to Section 2.3(a) of this Agreement. If for any reason (including due to the termination of this Agreement prior
to or on March 1, 2013) Greiner fails to make the payments due under Section 2.3(a) above on March 1, 2013, all rights of the Noteholders
under the Notes will be immediately reinstated, as if they had never been suspended, and all payments that would have been due
under the terms of the Notes during the suspension period but for the fact that such payments were suspended pursuant to this section
shall be promptly paid by the Person responsible therefor under the applicable Note Document (together with all interest and penalties
accruing thereon from the date such payments would have been due). The immediately preceding sentence shall survive any expiration
or termination of this Agreement. Each Party acknowledges and agrees that this Section 2.4(c), any obligation imposed on Greiner
to pay any amounts under the MSM 2010, and any payment by Greiner of any amounts under the MSM 2010 are without prejudice to Greiner’s
right to dispute, in whole or in part, the MSM 2010. 


 



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(d)          Noteholders
agree that upon receipt of the payments required in Section 2.3(a) from Greiner on March 1, 2013 and the payments made pursuant
to this Section 2.4, and in consideration of the MedPro Assignment and Greiner’s agreement to pay the amount set forth in
Section 2.3(b), the Notes shall be deemed fully satisfied and shall be cancelled, and all of the related Note Documents shall be
terminated. 


 


(e)          (i)
MedPro Safety hereby represents and warrants to the Noteholders that (A) its location, within the meaning of Section 9-307 of the
Uniform Commercial Code, as in effect in the state of Delaware, is, and for the last five years has been, Nevada, (B) its exact
legal name, as it appears in its charter, is, and for the last five years has been, “MedPro Safety Products, Inc.”,
(C) its organizational identification number is C31949-1999 and (D) MedPro Safety has not merged, consolidated or amalgamated with,
or acquired all or substantially all of the assets of, any other Person in the past five years. 


 


          (ii)
MedPro Investments hereby represents and warrants to the Noteholders that (A) its location, within the meaning of Section 9-307
of the Uniform Commercial Code, as in effect in the state of Delaware, is, and since its inception on July 20, 2010, has been,
Delaware, (B) its exact legal name, as it appears in its charter, is, and since its inception on July 20, 2010, has been, “MedPro
Investments, LLC”, (C) its organizational identification number is 4850302 and (D) MedPro Investments has not merged, consolidated
or amalgamated with, or acquired all or substantially all of the assets of, any other Person in the past five years.


 


(f)          Each
of MedPro Safety and MedPro Investments hereby authorizes each of the Noteholders or its respective designee, to execute, record
and file such financing statements (and amendment and continuation statements with respect to such financing statements when applicable)
naming each of MedPro Safety and MedPro Investments as the debtor/seller and such Noteholder as the secured party/purchaser with
respect to the Athyrium Payments, in the case of Athyrium, and the Post Advisory Payment, in the case of Post Advisory, as may
be necessary to perfect such Noteholder’s interest in the Purchase Price Payments.


 


(g)
If, notwithstanding the intent of the parties hereto, the MedPro Assignment is held not to be a sale of the accounts which are
the subject of the MedPro Assignment, this Agreement shall constitute a security agreement and each of MedPro Safety and MedPro
Investments does hereby grant a first priority security interest in and to the Athyrium Payments, in the case of Athyrium, and
the Post Advisory Payment, in the case of Post Advisory, in each case, whether now owned or hereafter acquired or arising, and
wherever located, and any proceeds (as such term is defined in the Uniform Commercial Code as in effect in the state of Delaware)
thereof, for the benefit of such Noteholder, to secure payment to such Noteholder of amounts equal to the Athyrium Payments, in
the case of Athyrium, and the Post Advisory Payment, in the case of Post Advisory, as they become due and payable, and each of
MedPro Safety and MedPro Investments does hereby authorize each Noteholder to file such financing statements (and amendment and
continuation statements with respect to such financing statements when applicable) and take all other action as may be necessary
to perfect such security interests.


 


(h)
Until Greiner has made the payments required of Greiner under Section 2.3 of this Agreement, neither MedPro Safety nor MedPro Investments
shall effect any change (i) in its legal name, (ii) in its organizational identification number, if any, or (iii) in its jurisdiction
of organization (in each case, including by merging with or into any other entity, dissolving, liquidating, reorganizing or organizing
in any other jurisdiction), until (A) it shall have given the Noteholders not less than 30 days’ prior written notice of
its intention so to do, clearly describing such change and providing such other information in connection therewith as the Noteholders
may reasonably require for purposes of taking the actions set forth in the following clause (B) and (B) it shall have taken all
action reasonably satisfactory to the Noteholders to maintain the perfection and priority of the first priority security interest
of and for the benefit of Noteholders in and to the Purchase Price Payments.


 



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(i)          Each
of MedPro Safety and MedPro Investments shall, at their own sole cost and expense, promptly execute and deliver, and cause to be
promptly executed and delivered, such additional documents, certificates and instruments (including, without limitation, Officer’s
Certificates and Opinions of Counsel (as such terms are defined in the Indenture)), and promptly perform such additional acts (including,
without limitation, the provision of any indemnity), as may be required by the Trustee in order for the Trustee to carry out all
of the provisions of the Irrevocable Instruction (including, without limitation, paying the Interest Payments to the Noteholders).
In the event that the Trustee shall require any additional documents, certificates or instruments to be executed and delivered,
or any additional acts to be taken (including, without limitation, the provision of any indemnity), by a Noteholder, any such execution,
delivery or act shall be at the sole cost and expense of MedPro Safety and MedPro Investments.


 


2.5
          License Back. 


 


(a)          Upon
the Assignment Effective Date (as defined herein), Greiner grants to MedPro Safety, subject to the terms and conditions of this
Agreement, an exclusive, worldwide, royalty-free, fully paid up license to MedPro under the the Hooman Patent and the Licensed
Patents in the MedPro Fields of Use as applicable to the Hooman Patent and the Licensed Patents, respectively, for MedPro to make,
sell, offer for sale and use MedPro Products in the MedPro Fields of Use as applicable to the Hooman Patent and the Licensed Patents.


 


(b)          The
license granted pursuant to this Section 2.5 with respect to the Hooman Patent shall be transferrable and shall include the right
to grant sublicenses. The license granted pursuant to this Section 2.5 with respect to the Licensed Patents shall be transferrable
and shall include the right to grant sublicenses, provided that no such transfer or sublicense is made to any Person for whom ten
(10%) or more of its annual revenue or five million U.S dollars (US $5,000,000) in gross revenue for its most recently completed
fiscal year was derived from, or attributed to, sales in the blood collection or phlebotomy field or market.


 


(c)          The
license granted in this Section 2.5 shall include the right for MedPro to retain all license fees, royalties, proceeds and other
payments received by MedPro relating to exercise of the license granted within the scope of the rights set forth in Section 2.5(a)
and 2.5(b) of this Agreement 


 


(d)          Any
license fee, royalty or other payment of any kind that is or may be due or may become due to any third party for making, use, offer
for sale, sale or import of any product by or for MedPro Safety, will be the sole responsibility of MedPro Safety and not Greiner
or any of its affiliates. 


 


(e)          The
term of the license granted to MedPro Safety pursuant to this Section 2.5 with respect to the Hooman Patent shall extend from the
Assignment Effective Date until the last patent contained in the Hooman Patent expires. The term of the license granted to MedPro
Safety pursuant to this Section 2.5 with respect to the Licensed Patents shall extend from the Assignment Effective Date until
the last patent contained in the Licensed Patents expires. Notwithstanding in the above or any provision to the contrary in this
Section 2.5, MedPro Safety expressly acknowledges and agrees that Greiner shall have the right to practice any of the intellectual
property rights which is the subject of, covered by or within the scope of any Patent contained in the Hooman Patent or in the
Licensed Patents once such Patent expires. 


 


(f)          MedPro
Safety shall:


 


(i)          MedPro
Safety shall design and develop, and produce and deliver to Greiner, no later than December 31, 2015, a fully operational and functional
prototype of at least one of the MedPro Products in each of the MedPro Fields of Use (as that term applies to the Licensed Patents)
practicing at least one claim in each Patent contained in the Licensed Patents; and


 


(ii)          MedPro
Safety shall, no later than December 31, 2017, commercialize (and notify Greiner of such commercialization of) at least one of
the MedPro Products in each of the MedPro Fields of Use (as that term applies to the Licensed Patents) practicing at least one
claim in each Patent contained in the Licensed Patents and promptly notify Greiner of such commercialization. 


 



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(g)          Greiner
shall have the right, at its sole discretion, to terminate the license and rights granted to MedPro Safety pursuant to this Section
2.5:


 


(i)
if MedPro Safety or MedPro Investments breaches any of the representations or warranties of MedPro Safety or MedPro Investments
pursuant to this Agreement;


 


(ii)
if MedPro Safety breaches any term or condition of this Section 2.5 or uses or practices any of the Hooman Patent or any of the
Licensed Patents outside the scope of the license or rights granted in this Section 2.5;


 


(iii)
if MedPro Safety has not designed and developed, and produced and delivered to Greiner, by December 31, 2015, a fully operational
and functional prototype of at least one of the MedPro Products in each of the MedPro Fields of Use (as that term applies to the
Licensed Patents) practicing at least one claim in each Patent contained in the Licensed Patents, then Greiner shall have the right
to terminate the license and rights with respect to such applicable MedPro Product, such applicable MedPro Fields of Use (as that
term applies to the Licensed Patents) and such applicable Licensed Patents;


 


(iv)
if MedPro Safety has not, by December 31, 2017, commercialized (and notified Greiner in writing of such commercialization) at least
one of the MedPro Products in each of the MedPro Fields of Use (as that term applies to the Licensed Patents) practicing at least
one claim in Patent contained in each of the Licensed Patents, then Greiner shall have the right terminate the license and rights
with respect to such applicable MedPro Product, such applicable MedPro Fields of Use (as that term applies to the Licensed Patents)
and such applicable Licensed Patents; 


 


(v)
if MedPro Safety (A) discontinues its business as now conducted, (B) sells or grants rights to any product line or division that
includes any MedPro Product, or (C) directly or indirectly assigns, transfers, sublicenses or encumbers any of its rights under
this Agreement in violation of the terms hereof without the prior express written consent of Greiner; or


 


(vi)
if MedPro Safety (A) undergoes any direct or indirect change in the ownership or control of fifty (50%) percent or more of its
then outstanding capital stock, or (B) sells all or substantially all of its assets. The parties agree that this Section 2.5(g)(vi)
shall not apply with respect to the license granted in this Agreement to the Hooman Patent. 


 


(h)          Greiner
makes no representation or warranty of any kind with respect to the license or rights granted in this Section 2.5, or with respect
to the Hooman Patent or the Licensed Patents. The license and rights granted in this Section 2.5 are granted “AS IS”
without any warranty of any kind. GREINER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR ARISING BY
CUSTOMER OR TRADE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.


 


(i)          IN
NO EVENT SHALL GREINER BE LIABLE TO MEDPRO SAFETY OR MEDPRO INVESTMENTS, OR ANY OF THEIR AFFILIATES, OR ANY OF THEIR CUSTOMERS
OR ANY USER OF ANY PRODUCT MADE, USED, OFFERED FOR SALE, SOLD OR IMPORTED WITHIN THE SCOPE OF THE LICENSE OR RIGHTS GRANTED IN
THIS SECTION 2.5 FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR OTHERWISE IN CONNECTION WITH THIS
AGREEMENT AS, BUT NOT LIMITED TO, LOSS OF SALES, LOSS OF PROFIT, LOSS OF TURNOVER, OR LOSS OF BUSINESS OPPORTUNITIES.


 


(j)          Sections
2.11(a) and (b) of this Agreement are expressly set forth in this Section 2.5 as restrictions and conditions on the license granted
to MedPro Safety in this Section 2.5.


 



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(k)          In
the event that MedPro Safety or MedPro Investments becomes aware of any infringement of any of the Hooman Patent or any of the
Licensed Patents within the MedPro Fields of Use, MedPro Safety shall promptly notify Greiner in writing of such suspected infringement.



 


(l)          Greiner
retains all rights in and to the MedPro Intellectual Property not expressly licensed in this Section 2.5 to MedPro Safety, including
the right to make, use, offer for sale, sell and import any product or process in any field of use, market or industry not expressly
granted in this Section 2.5. Nothing in this Agreement requires or obligates Greiner to provide, disclose or license to MedPro
Safety or MedPro Investments any Patents, Know-How, Copyrights or other intellectual property or proprietary rights created, conceived,
reduced to practice, designed or developed on or after the Effective Date of this Agreement. 


 


(m)          Notwithstanding
any term or condition in this Section 2.5 to the contrary, Greiner shall have the right under the Hooman Patent and the Licensed
Patents to make and use any products or processes for research and development purposes, and for purposes of preparing, filing,
completing and pursuing any application, approval or license from any governmental entity, including, but not limited to the United
States Food and Drug Administration or its equivalent in any other jurisdiction.


 


2.6          Representations
and Warranties of Seller. 


 


Each of MedPro
Safety and MedPro Investments, jointly and severally, represents and warrants to Greiner and each of the Noteholders that, as of
the Effective Date and continuing through the Assignment Effective Date:


 


(a)          It owns
all right, title and interest in and to all MedPro Intellectual Property, free and clear of any debts, security interests, liens,
licenses (including, but not limited to, any licenses from MedPro Safety or MedPro Investments to VCI and any licenses from VCI
to MedPro Safety or MedPro Investments) or other encumbrances (other than Noteholders’ security interests to be released
on the Assignment Effective Date pursuant to Section 2.1 of this Agreement) on such right, title or interest, or any of the MedPro
Intellectual Property, and that such right, title and interest is valid and marketable.


 


(b)          There
are no security interests, liens or other encumbrances, or claims of any kind by a Person not a party to this Agreement, on or
in respect of the Purchase Price Payments other than those in favor of the Noteholders created hereunder.


 


(c)          Subject to the immediately following
sentence, to Seller’s knowledge, after having completed a reasonable investigation, all MedPro Intellectual Property is valid
and enforceable, and to Seller’s knowledge, after having completed a reasonable investigation, Seller is not aware of any
fact or basis for challenging the validity or enforceability of any of the MedPro Intellectual Property. The following patents
and patent applications are expressly excluded from the scope of this Section 2.6(c): WO 03/022340A; US 2003/0050608A; WO 02/26284A;
EP 1 221 305A; EP 0 367 398 B1; US 5,591,138; US 5,472,430; US 5,472,430, US 5,718,239; US 6,984,223; US 5,893,845; and US 7,524,308.


 


(d)          Subject to the immediately following
sentence, to Seller’s knowledge, none of the MedPro Intellectual Property infringes or otherwise violates any intellectual
property or proprietary rights of any third party, including, but not limited to, any Patents or Know How of any third party. The
following patents and patent applications are expressly excluded from the scope of this Section 2.6(d): WO 03/022340A; US 2003/0050608A;
WO 02/26284A; EP 1 221 305A; EP 0 367 398 B1; US 5,591,138; and US 5,472,430; US 5,472,430, US 5,718,239; US 6,984,223; US 5,893,845;
and US 7,524,308.


 


(d)          It has taken reasonable security
measures to protect the secrecy, confidentiality and value of all of the material MedPro Intellectual Property (excluding any issued
Patents or published patent applications).


 


(e)          It owns and possesses sufficient
rights to grant the rights granted herein.


 



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(f)          It has not granted any power
of attorney affecting or with respect to the MedPro Intellectual Property that remains outstanding.


 


(g)          On a consolidated and non-consolidated
basis, each of MedPro Safety and MedPro Investments is not now insolvent and will not be rendered insolvent by any of the rights,
duties, obligations or transactions contemplated by this Agreement (collectively the “Contemplated Transactions”).
As used in this Agreement, insolvent means the sum of the debts and other provable liabilities of each of MedPro Safety and MedPro
Investments, respectively, exceeds the present fair saleable value of such party’s respective assets. Each of MedPro Safety
and MedPro Investments also represents and warrants that it has adequate capitalization for its currently contemplated business
and transactions and that it has not and will not incur debts that will be beyond its ability to pay as such debts mature.


 


(h)          Immediately
after giving effect to the consummation of the Contemplated Transactions on a consolidated and non-consolidated basis: (i) each
of MedPro Safety and MedPro Investments will be able to pay its respective liabilities when they become due and payable in the
ordinary course of its business; (ii) each of MedPro Safety and MedPro Investments will have adequate capital with which to conduct
its respective present or proposed business; (iii) each of MedPro Safety and MedPro Investments will have assets (calculated at
a fair market value) that exceed its respective liabilities; and (iv) each of MedPro Safety and MedPro Investments will be able
to satisfy promptly and in accordance with their terms any pending, threatened or reasonably anticipated (A) litigation, (B) final
judgments, and (C) actions for money damages (taking into account the maximum probable amount of any such judgments and the earliest
reasonable time at which such judgments might be rendered), as well as all other obligations of MedPro Safety and/or MedPro Investments.
The cash available to each of MedPro Safety and MedPro Investments, after taking into account all other anticipated uses of cash,
will be sufficient to pay all such respective debts and judgments promptly in accordance with their terms.


 


(i)          Seller
stipulates and acknowledges that it entered into the Contemplated Transactions of its own accord and was represented by counsel
at all relevant times, and the Contemplated Transactions represent the valid, legitimate and unfettered exercise of the Seller’s
business judgment such that the proposed Contemplated Transactions represent a valid exercise of the corporate purposes of the
Seller. Seller acknowledges that it has received reasonably equivalent value in connection with the consideration hereunder and
Seller agrees to indemnify Buyer from and against any and all liabilities, claims, demands, actions, losses, damages, costs and
expenses (including, without limitation, labor costs, transport costs, costs for accommodation of employees, court costs and reasonable
attorneys’ fees), in connection with the Contemplated Transactions.


 


(i)          There
are no prior agreements of any nature affecting MedPro Safety’s or MedPro Investments’ right and abilities to grant
the exclusive rights set forth in this Agreement, or otherwise relating to the MedPro Intellectual Property.


 


(j)          EXCEPT
AS EXPRESSLY STATED IN THIS SECTION 2.6, MEDPRO SAFETY EXPRESSLY DISCLAIMS AS IT RELATES TO THE MEDPRO INTELLECTUAL PROPERTY ALL
REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR ARISING BY CUSTOMER OR TRADE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.


 


(k)          Vision
has consented to the Contemplated Transactions, and evidences this consent by the Consent attached to this Agreement at Exhibit
F.


 


(l)          Neither
MedPro Safety nor MedPro Investments is subject to or aware of any obligation of any Person with respect to any of the MedPro Intellectual
Property other than the VCI Technology Agreements and the MSM 2010.


 



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2.7          Indemnification.


 


(a)          Each
of MedPro Safety and MedPro Investments shall, jointly and severally, indemnify, defend and hold harmless Greiner, each Noteholder
and each of their respective affiliates, and the respective officers, directors, employees, agents, attorneys and other representatives
of each of the foregoing, and the respective successors and assigns of each of the foregoing, from and against any and all liabilities,
claims, demands, actions, losses, damages, costs and expenses (including, without limitation, labor costs, transport costs, costs
for accommodation of employees, court costs and reasonable attorneys’ fees), (i) arising out of or relating to any breach
by Seller of any of the Seller representations or warranties, or by Seller of any covenant, term or condition, set forth in this
Agreement, and/or (ii) arising out of or relating to any MedPro Product or other use of any of the Hooman Patent or Licensed Patents
or manufacture, use, offer for sale, sale or importation of any product or process practicing any of the Hooman Patent or Licensed
Patents.


 


(b)          Each
of MedPro Safety and MedPro Investments shall, jointly and severally, indemnify, defend and hold harmless Greiner and its affiliates,
and the respective officers, directors, employees, agents, attorneys and other representatives of each of the foregoing, and the
respective successors and assigns of each of the foregoing, from and against any and all liabilities, claims, demands, actions,
losses, damages, costs and expenses (including, without limitation, labor costs, transport costs, costs for accommodation of employees,
court costs and reasonable attorneys’ fees), arising out of or relating to any right of action or claim arising in connection
with any of the Hooman Patent or the Licensed Patents in the MedPro Fields of Use (as that term applies to the Hooman Patent and
the Licensed Patents, respectively), all claims by reason of present or future infringement or violation of any of the foregoing,
and all rights to sue and collect damages in relation to any such infringement or violation, and by way of example, and not limitation,
enforcement of any of the Hooman Patent or the Licensed Patents.


 


(c)          Provided
that this Agreement is not terminated prior to the assignment, sale and transfer of the MedPro Intellectual Property, Greiner shall
indemnify, defend and hold harmless each Noteholder and each of their respective affiliates, and the respective officers, directors,
employees, agents, attorneys and other representatives of each of the foregoing, and the respective successors and assigns of each
of the foregoing, from and against any and all liabilities, claims, demands, actions, losses, damages, costs and expenses (including,
without limitation, labor costs, transport costs, costs for accommodation of employees, court costs and reasonable attorneys’
fees), arising out of or relating to any breach by Greiner of its obligation to pay the payments pursuant to Section 2.3 of this
Agreement in accordance with the terms and conditions of this Agreement.


 


(d)          Provided
that this Agreement is not terminated prior to the assignment, sale and transfer of the MedPro Intellectual Property, and subject
to the immediately following sentence, Greiner shall indemnify, defend and hold harmless MedPro Safety and its affiliates, and
the respective officers, directors, employees, agents, attorneys and other representatives of each of the foregoing, and the respective
successors and assigns of each of the foregoing (collectively “MedPro Safety Indemnitees”), from and against any and
all liabilities, claims, demands, actions, losses, damages, costs and expenses (including, without limitation, labor costs, transport
costs, costs for accommodation of employees, court costs and reasonable attorneys’ fees) (collectively “Claims”),
arising out of or relating to (i) any claim by a third party based on a theory of product liability directed to a product practicing
the MedPro Intellectual Property made, offered for sale or sold by Greiner; and (ii) arising out of or relating to any product
of Greiner using the MedPro Intellectual Property, or manufacture, use, offer for sale, sale or importation of any product or process
practicing any of the MedPro Intellectual Property alleging infringement of violation of any third party intellectual property.
Notwithstanding the immediately preceding sentence, Greiner shall have no obligation to indemnify, defend or hold harmless any
of the MedPro Safety Indemnitees to the extent any Claim is based on (iii) any product of Greiner in existence on or before the
Assignment Effective Date; or (iv) the MedPro Intellectual Property or the use or other exploitation thereof and such Claim could
not have been made but for use or other exploitation of the MedPro Intellectual Property.


 



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2.8          Representations
and Warranties of Each Party.


 


Each party,
severally and not jointly, represents and warrants each of the following to each of the other parties:


 


(a)          It is
duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, formation, or organization,
as applicable, and has all organizational power and authority to conduct its business, to own, lease, or operate its properties
in the places where its business is conducted and such properties are owned, leased, or operated.


 


(b)          It has
the right, power and authority to enter into this Agreement, and any agreement contemplated hereby (collectively, the “Transaction
Agreements”), and to perform its obligations and consummate the transactions contemplated hereby and thereby;


 


(c)          The execution,
delivery, and performance of each of the Transaction Agreements by it has been authorized and approved by all necessary action
on the part of such party, and each of the Transaction Agreements is the legal, valid, and binding obligation of such party, as
applicable, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable equitable
principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally,
and to the exercise of judicial discretion in accordance with general equitable principles;


 


(d)          The execution
by it of the Transaction Agreements to which it is a party, and the performance by it of its obligations and duties hereunder and
thereunder, do not and will not violate such party’s organizational documents, any applicable laws or regulations, or the
legal rights of any third parties, or the terms of any other agreement to which such party is a party;


 


(e)          It has
not made and will not make any commitment to any other Person inconsistent with the rights granted and obligations undertaken pursuant
to the Transaction Agreements;


 


(f)          Except
for the consent of the Trustee referred to in Section 2.2(g) of this Agreement, no consent, approval, authorization, or action
by any third party not a party to this Agreement or any court, administrative agency, or other governmental authority is required
in connection with the execution and delivery by it of this Agreement or the Transaction Agreements to which it is a party or the
performance by it of its obligations herein or therein.


 


2.9           Documents,
and FDA and Regulatory Matters.


 


Notwithstanding
termination of the MSM 2010, Seller shall provide and transfer to Greiner all certificates, licenses, documents, specifications
and records in its possession that relate to the Products. Seller further agrees to provide upon the request of Greiner all reasonable
assistance to Greiner with regard to any regulatory and/or quality management matter concerning the Products, provided that Greiner
reimburses MedPro Safety for the reasonable travel costs and expenses incurred by Seller to provide such assistance.


 


2.10          Termination.


 


(a)          This
Agreement may be terminated by mutual agreement of all of the parties hereto.


 


(b)          Greiner
shall have the right, exercisable on or prior to March 1, 2013 and only prior to the making of any payment pursuant to Section
2.3(a), to terminate this Agreement on the occurrence of any of the following, in which case Greiner shall have no obligation to
pay any of the amounts set forth in Section 2.3 of this Agreement: (i) if MedPro Safety or MedPro Investments breaches any representation,
warranty or covenant before March 1, 2013; (ii) if the VCI Technology Agreements have not been terminated, or alternatively, amended
to the satisfaction of Greiner in its sole discretion,before the March 1, 2013; (iii) if any security interest or other lien or
encumbrance on the MedPro Intellectual Property has not been released in full before the March 1, 2013; or (iv) if Seller has not
provided to Greiner evidence reasonably satisfactory to Greiner that all security interests, liens and other encumbrances on the
MedPro Intellectual Property (including, but not limited to, all security interests, liens and other encumbrances of Athyrium,
Post Advisory, U.S. Bank National Association, and Vision Opportunity Master Fund LLC) have been released in full before March
1, 2013. The immediately preceding sentence shall not apply to the Noteholders’ security interests in the payments owed Noteholders
under the Notes to be released on the Assignment Effective Date pursuant to Section 2.1 of this Agreement. Greiner agrees that
each condition set forth in clauses (ii), (iii) and (iv) above may be satisfied, whereupon Greiner shall no longer have the right
to terminate this Agreement pursuant to such satisfied condition, by delivery into escrow with counsel for Greiner of duly executed
instruments of termination or release in form and substance reasonably satisfactory to Greiner together with instructions to release
such instruments upon the making of the payments to be made by Greiner pursuant to Section 2.3(a).


 



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2.11          Further
Covenants.


 


(a)          Seller
shall make no use of any intellectual property or proprietary right of Greiner or any of its affiliates, including, but not limited
to, any of the MedPro Intellectual Property, except as expressly set forth in this Agreement. For purposes of clarification, Seller
shall immediately remove all Trademarks of Greiner from any of Seller’s websites, marketing materials and other documents
using such Trademarks.


 


(b)          Seller
shall not, directly or indirectly, challenge, contest or oppose, or move to cancel, any of the MedPro Intellectual Property.


 


(c)          Seller
shall maintain in full force and effect all MedPro Intellectual Property from the Effective Date of this Agreement through the
Assignment Effective Date, and shall not allow or permit any of the MedPro Intellectual Property to lapse, expire or abandon, and,
shall not allow or permit any debt, security interest, lien, license or other encumbrance to be placed on or attach to any of the
MedPro Intellectual Property during the period of time from the Effective Date of this Agreement through the Assignment Effective
Date.


 


(d)          Seller
shall not directly or indirectly cause, establish or allow any security interests, liens or other encumbrances, or claims of any
kind by a Person not a party to this Agreement, on or in respect of the Purchase Price Payments other than those in favor of the
Noteholders created hereunder.


 


2.12          Confidentiality.


 


(a)          Each
party recognizes that it has had access to and knowledge of certain information of one or more of the other parties (collectively,
the “Confidential Information”) including (except as otherwise provided in this Section 2.12(a)): (i) the MedPro Intellectual
Property; or (ii) confidential or proprietary information concerning one or more of the other parties to this Agreement or its
affiliates furnished or made available in connection with this Agreement or the Transaction Agreements.


 


(b)          Notwithstanding
the generality of the foregoing, Confidential Information does not include information that, as evidenced by documentary evidence,
(i) is or becomes publicly available or broadly known without any breach by the receiving party of this Agreement or any other
Transaction Agreement, or breach of other confidentiality obligation, (ii) was known by the receiving party at the time such information
was disclosed to such party, its affiliates or its or its affiliates’ directors, officers, employees, agents, advisers, financing
sources and other representatives (including attorneys, accountants, consultants, financing sources and financial advisors) (“Representatives”)
in accordance herewith, provided such information was not disclosed to such party under obligation of confidentiality (and excluding
any MedPro Intellectual Property); (iii) was independently developed by the party receiving such information, its affiliates or
its or its affiliates’ Representatives prior to the receipt by the receiving party, provided that such receiving party did
not receive such information under obligation of confidentiality, and provided that such information does not include any of the
MedPro Intellectual Property; or (iv) becomes known to the receiving party on a non-confidential basis from a source other than
the owning party or another party hereto (and without any breach of this Agreement or any other Transaction Agreement or, to the
knowledge of the receiving party, any other obligation of confidentiality), provided that such source, to the receiving
party’s knowledge, had the right to disclose such information to such party. Each party acknowledges that the Confidential
Information is valuable, proprietary and confidential to the owning party and that each party has paid substantial consideration
and incurred substantial costs to acquire or develop its Confidential Information. Each party agrees that the Confidential Information
of the other parties shall be kept in strict confidence and treated as valuable, proprietary and confidential. Subject to Section
2.12(c) and (d), each party agrees that neither it nor any of its affiliates, at any time will, directly or indirectly, disclose,
divulge, or make known to any non-affiliate, use, or otherwise appropriate for its own benefit or the benefit of others any of
the Confidential Information of any of the other parties under its control, or permit any non-affiliate to examine or make copies
of any documents that contain or are derived from such Confidential Information, without the prior written consent of the owner
of such Confidential Information. Each party agrees to take reasonable measures to prevent the inadvertent or accidental disclosure
of any Confidential Information of any of the other parties under its control.


 



    	16



    	 



    

 


(c)          Each
party may disclose Confidential Information to the limited extent that such party is compelled to disclose such Confidential Information
(i) by judicial or administrative process or by other requirements of law, including U.S. federal securities law, or (ii) in an
action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereby. In addition,
Seller may disclose (x) the Transaction Documents (excluding any schedules or exhibits hereto or thereto except to the extent reasonably
necessary to be provided (it being understood that the data comprising the files referenced on the schedules and exhibits shall
not be disclosed)) and (y) financial information relating to the MedPro Intellectual Property, whether or not aggregated with financial
information with respect to Seller’s other businesses, in each case, in connection with a sale or proposed sale of all or
a portion of Seller’s business; provided, that, the foregoing shall not permit Seller to disclose, and to the extent included
in the foregoing Seller shall redact and prevent the disclosure of, any (A) customer lists or customer data, in each case for customers
of the business subject to sale or proposed sale, (B) pricing data with respect to the MedPro Intellectual Property, or (C) specifications,
engineering or design data or files contained in the MedPro Intellectual Property. In the event that any party is requested or
required by law, by any governmental authority, or by litigation discovery requests, subpoena, civil investigative demand, or similar
processes to disclose any of the Confidential Information, such party agrees to provide the party owning such Confidential Information,
to the extent permitted by law, with prompt written notice of such request or requirements so that the parties may seek an appropriate
protective order or waive compliance with the provisions of this Section 2.12(c). Each party shall reasonably cooperate with the
other party, at the expense of the party requesting cooperation, in connection with obtaining any such protective order. If, in
the absence of a protective order or a receipt of a waiver by a party under this Agreement, the receiving party is nonetheless,
upon advice of its counsel, legally required to disclose the Confidential Information, without liability under this Agreement to
the party that owns the Confidential Information, such receiving party may disclose only that portion of the Confidential Information
that such receiving party is advised by its counsel is legally required.


 


(d)          Notwithstanding
anything to the contrary contained herein, each party may disclose Confidential Information, on a need to know basis: (i) to its
affiliates and its and its affiliates’ Representatives and partners (existing and prospective), provided that the
disclosing party shall instruct each such recipient to keep confidential and not share with any person the Confidential Information
and such recipient agrees to be bound in writing to such obligations and agrees that the owner of such Confidential Information
is named as a third party beneficiary under such written agreement, except that no agreement in writing shall be required for disclosures
to attorneys, accountants or other professional advisors who are subject to professional or ethical obligations to keep confidential
the Confidential Information ; (ii) without any obligation to provide prior notice, each of the Noteholders may disclose its right
to receive the Athyrium Payments and the Post Advisory Payment, as applicable, to its investors or prospective investors; (iii)
without any obligation to provide prior notice, cooperate to seek any protective order, or limit disclosure in any way, in connection
with any obligation on the part of the disclosing party, its affiliates or its or its affiliate’s Representatives to disclose
Confidential Information pursuant to a broad or routine audit, examination or request for information by any legal, governmental,
administrative, or regulatory authority; and (iv) other than the MedPro Intellectual Property (to the extent such intellectual
property constitutes Confidential Information under this Agreement), in its regular reports, as required by law, including federal
securities law.


 



    	17



    	 



    

 


(e)          Each
party hereby acknowledges and agrees that the prohibitions against disclosure of Confidential Information recited herein are in
addition to, and not in lieu of, any rights or remedies that the parties may have available pursuant to the laws of any jurisdiction
or at common law to prevent the disclosure of Confidential Information, and the enforcement by each party of its rights and remedies
pursuant to this Section 2.12 shall not be construed as a waiver of any other rights or available remedies that Greiner may possess
at law or equity).


 


2.13          Representations
and Warranties of Greiner 


 


Greiner represents
and warrants to the Noteholders that, which representations and warranties shall expire and be terminated on the earlier of termination
of this Agreement or Greiner’s payment of the amounts set forth in Section 2.3(b):


 


(a)          On a
consolidated and non-consolidated basis, Greiner is not now insolvent and will not be rendered insolvent by any of the rights,
duties, obligations or transactions contemplated by this Agreement (collectively the “Greiner Contemplated Transactions”).
As used in this Agreement, insolvent means the sum of the debts and other provable liabilities of Greiner exceeds the present fair
saleable value of Greiner’s assets. Greiner also represents and warrants that Greiner has adequate capitalization for its
currently contemplated business and transactions and that Greiner has not and will not incur debts that will be beyond the ability
of Greiner to pay as such debts mature.


 


(b)          Immediately
after giving effect to the consummation of the Greiner Contemplated Transactions on a consolidated and non-consolidated basis:
(i) Greiner will be able to pay its liabilities when they become due and payable in the ordinary course of its business; (ii) Greiner
will have adequate capital with which to conduct its present or proposed business; (iii) Greiner will have assets (calculated at
a fair market value) that exceed its liabilities; and (iv) Greiner will be able to satisfy promptly and in accordance with their
terms any pending, threatened or reasonably anticipated (A) litigation, (B) final judgments, and (C) actions for money damages
(taking into account the maximum probable amount of any such judgment and any such actions in the earliest reasonable time at which
such actions might be rendered), as well as all other obligations of Greiner. The cash available to Greiner, after taking into
account all other anticipated uses of cash, will be sufficient to pay all such debts and judgments promptly in accordance with
their terms.


 


(c)          Greiner
has sufficient cash on hand or binding enforceable commitments to provide it with, and on the dates specified in Section 2.3 for
the making of payments to the Noteholders will have, funds sufficient to satisfy its obligations to pay the Purchase Price Payments.
Greiner has no reason to believe, and has not been provided with any notice (whether written or otherwise), that any of the persons
providing any commitments referred to above are unable or are not required or do not intend, for any reason, to satisfy their obligations
under such commitments. Greiner acknowledges that its obligations under this Agreement are not contingent on obtaining financing.


 


2.14          Covenants
of Greiner


 


(a)          Greiner
covenants to the Noteholders that, until Greiner has paid the amounts pursuant to Section 2.3 of this Agreement:


 


(i)          Greiner
shall not, without the prior written consent of the Noteholders, merge, dissolve, liquidate, wind-down, amalgamate, consolidate
with or into another Person, or sell, transfer, license, lease or otherwise dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person,
except that Greiner may merge, amalgamate or consolidate with or into another Person without the prior written consent of the Noteholders
but upon 10 business days’ prior written notice to the Noteholders, if (i) the resulting or surviving person (x) shall, if
such Person is not Greiner, first agree in a writing reasonably satisfactory to the Noteholders to be bound by this Agreement as
if such resulting or surviving Person were an original party hereto, and to assume and perform Greiner’s obligations under
this Agreement, and (y) shall upon consummation of such merger, amalgamation or consolidation and any other transactions contemplated
to be consummated in connection therewith, be no less creditworthy, in the reasonable judgment of the Noteholders, than Greiner
is on and as of the Effective Date and (ii) Greiner Bio-One International AG shall, in connection with such merger, consolidation
or amalgamation, reaffirm its obligations to the Noteholders under the Greiner Parent Guaranty; and


 



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(ii) Except
in a transaction permitted under section 2.14(a), Greiner shall preserve, renew and maintain in full force and effect its legal
existence and good standing under the laws of the jurisdiction of its organization.


 


(b)          Notwithstanding
any provision of this Agreement to the contrary, it is expressly agreed and understood that Greiner Bio-One International AG shall
be entitled to, through a transfer of its equity interests, become a fully owned affiliate of Greiner Holding AG.


 


(c)          The covenants
set forth in this Section 2.14 shall expire and be terminated on the earlier of the termination of this Agreement or Greiner’s
payment of the amounts set forth in Section 2.3(b) of this Agreement.


 


2.15          Covenants
by Noteholders.


 


None of the Noteholders
shall sell, assign, or otherwise transfer the Notes to any Person unless the proposed transferee of the Notes shall first agree
in a writing reasonably satisfactory to Greiner to be bound by this Agreement as if such transferee were an original party hereto
and to assume and perform the transferring Noteholder’s obligations under this Agreement; provided, however, that the Noteholders
may assign or otherwise transfer Notes to any Person in connection with the transfer of all assets of an account managed by Athyrium
or Post Advisory; provided, that in connection with such assignment or transfer of Notes, Athyrium or Post Advisory, as applicable,
will use its commercially reasonable efforts to cause such Person to agree in a writing reasonably satisfactory to Greiner to be
bound by this Agreement as if such transferee were an original party hereto and to assume and perform the transferring Noteholder’s
obligations under this Agreement.


 


2.16          Expiration
of Representations and Warranties.


 


Each party acknowledges
and agrees that the expiration, termination or lapse of any representation or warranty in this Agreement shall be without prejudice
to a party’s right to bring a claim of breach of such representation or warranty provided that the basis for such claim arose
prior to such expiration, termination or lapse.


 


Miscellaneous


 


3.1           Headings.


 


The Article and Section
headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning and interpretation
of this Agreement.


 


3.2          Counterparts.


 


This Agreement may
be executed in two or more counterparts being original or facsimile copies (including by email with PDF attachment), each of which
shall be deemed to be an original and all of which, taken together, shall be deemed to constitute one and the same Agreement.


 


3.3          Entire
Agreement.


 


This Agreement, Exhibits
A thru F attached hereto and the Greiner Parent Guaranty constitute the entire agreement of the parties hereto with respect to
the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the parties
hereto with respect to the subject matter hereof and thereof.


 



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3.4           Assignment.


 


Neither this Agreement,
nor any right or obligation hereunder, may be assigned without the express written consent of each of the parties hereto (which
consent may be granted or withheld in the sole discretion of any such party), as the case may be; provided, however, that nothing
in this Agreement shall be construed to restrict Greiner’s ability to assign, sell or transfer any of Greiner’s or
its designee’s rights in or to any of the MedPro Intellectual Property once Greiner obtains such rights pursuant to this
Agreement; and provided further, that this Agreement may be assigned by the Noteholders in connection with a sale, assignment or
other transfer of Notes as provided in Section 2.15.


 


3.5           Amendment.


 


This Agreement may
not be amended, waived or modified except by an instrument in writing signed by, or on behalf of, each of the parties hereto.


 


3.6           Benefits and Binding Effect.


 


This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.


 


3.7           Further Assurances.


                                


After Execution, as
and so often as the Greiner may require, MedPro will, at the expense of Greiner, execute and deliver to the Greiner, all such further
documents, do or cause to be done all such further acts and things, and give, in addition to the requirements of Sections 2.1 and
2.9, all such further assurances as in the opinion of the Greiner or its counsel are necessary or advisable to give full effect
to the provisions and intent of this Agreement.


 


3.8          Severability.


 


Wherever possible,
each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but in
case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this
Agreement shall be construed as if such invalid, illegal, or unenforceable provision or provisions had never been contained herein
unless the deletion of such provision or provisions would result in such a material change as to cause completion of the transactions
contemplated hereby to be unreasonable.


 


3.9          Full and Final Settlement.


 


The parties acknowledge
and agree that this Agreement (including all payments to be made under Section 2.3(b) of this Agreement), as of the Assignment
Effective Date, is a full and final settlement of any and all obligations, liability, claims, costs and causes of action arising
from any set of facts, under any theory, known or unknown, from the beginning of time to the Assignment Effective Date relating
to or arising under the Notes, the Note Documents, the MSM 2010, or the MedPro Intellectual Property, including those claims arising
out of, or relating to, the MSM 2010.


 


3.10
       Governing Law and Jurisdiction.


 


(a) Governing
Law. The patent, trademark and copyright laws of the United States of America will govern the construction and operation of this
agreement as applicable. The laws of the State of Delaware will otherwise govern this agreement without regard to Delaware’s
rules relating to conflicts of laws to the extent no other mandatory law is to be applied to patent rights arising under the laws
of a specific jurisdiction.


 



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(b) Jurisdiction. The
parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out
of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located
in the State of Delaware or, if such federal courts shall not have jurisdiction, the Delaware Chancery Court or other Delaware
state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection
that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any
such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.


 


3.11        Service
of Process.


 


(a)          Process in any
suit, action or proceeding described in Section 3.10(b) may be served on any party anywhere in the world, whether within or without
the State of Delaware.


 


(b)          Greiner hereby
irrevocably appoints, until February 1, 2015, Corporation Service Company (the “Process Agent”), with an office on
the date hereof at 2711 Centerville Road, Suite 400, Wilmington, DE 19808, United States, as its agent to receive on behalf of
Greiner and its property service of copies of the summons and complaint and any other process which may be served in any suit,
action or proceeding described in Section 3.10(b). Such service may be made by mailing or delivering a copy of such process to
Greiner in care of the Process Agent at the Process Agent's above address, and Greiner hereby irrevocably authorizes and directs
the Process Agent to accept such service on its behalf. Greiner agrees that failure of the Process Agent to give notice to it of
any such service shall not impair or affect the validity of such service or any judgment rendered in any such suit or proceeding
based thereon. If for any reason the Process Agent shall cease to be available to act as such, Greiner agrees to irrevocably appoint
another such agent in the State of Delaware, as its authorized agent for service of process, on the terms and for the purposes
of this Section 3.11. Nothing contained in this Section 3.11(b) shall limit in any way the effectiveness of process served in accordance
with Section 3.11(a).


 


(c)          To the extent
that Greiner has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to
itself or its property, Greiner hereby irrevocably and unconditionally waives such immunity in respect of its obligations under
this Agreement and, without limiting the generality of the foregoing, agrees that the waivers set forth in this Section 3.11(c)
shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976, as amended, of the United States and
are intended to be irrevocable for purposes of such Act.


 


3.12        Waiver of Jury Trial.


 


EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


3.13        Notice.


 


All notices, requests,
demands, and other communications hereunder shall be in writing (which shall include communications by email) and shall be delivered
(a) in person or by courier or overnight service, (b) mailed by first class registered or certified mail, postage prepaid, return
receipt requested, or (c) by email transmission, as set forth below. In no event shall any notice, request, demand or other communication
pursuant to this Section 3.13 be deemed to be service of process for any reason.


 



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For notices to Athyrium:


 


c/o NB Alternatives
Advisers LLC


605 Third Avenue, 22nd
Floor


New York, NY 10158


Attention: Chris Neira


Christian.neira@nb.com


 


With a copy to:


 


Andrew Hyman, Esq.


Covington & Burling
LLP


The New York Times
Building


620 Eighth Avenue


New York, NY 10018-1405


E-mail: ahyman@cov.com


 


For Notices to Greiner:


 


Greiner Bio-One GmbH


Attention: Ing. Rainer
Perneker, MBA


Bad Haller Strasse
32


4550 Kremsmuenster


AUSTRIA


Attention: Rainer Perneker


E-Mail: rainer.perneker@gbo.com


 


With a copy to:


 


Michael S. Connor,
Esq.


Alston & Bird,
LLP


101 South Tryon Street,
Suite 4000


Charlotte, NC 28280
USA


E-mail: mike.connor@alston.com


 


For Notices to Post
Advisory:


 


Post Advisory Group


1620 26th Street


Suite 6500N


Santa Monica, CA 90404


Attention: General
Counsel


 


With a copy
to:


 


Latham & Watkins
LLP


355 South Grand Avenue


Los Angeles, CA 90071


Attention: Casey T.
Fleck, Esq.


E-mail: Casey.Fleck@LW.com


 


For Notices to MedPro
Safety and MedPro Investments:


 


MedPro Safety Products,
Inc.


145 Rose Street


Lexington, KY 40507


Attention: W. Craig
Turner


 



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With a copy
to:


 


Frost Brown Todd LLC


400 West Market Street,
32nd Floor


Louisville, KY 40202


Attention: Alan K.
MacDonald


E-mail: amacdonald@fbtlaw.com


 


3.14          Survival.


 


The following sections
of this Agreement shall survive termination of this Agreement provided that the termination occurs on or before March 1, 2013:
Section [Insert Section references]. No term or condition of this Agreement except as set forth in the immediately
preceding sentence shall survive termination or expiration of this Agreement.


 


3.15          Counterparts; Effectiveness.


 


This Agreement (including
any exhibits hereto) and any amendments, waivers, consents, or supplements may be executed in counterparts, each of which when
so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same
instrument. This Agreement (including exhibits hereto) shall become effective upon the execution and delivery of a counterpart
hereof by each of the parties hereto.


 


[Signatures on
the Following Pages]


 



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IN WITNESS WHEREOF,
the parties hereto have duly executed this Agreement as of the date first above written.


 


	BUYER:	GREINER BIO-ONE GmbH
	 	 
	 	By:	/s/ Rainer Perneker
	 	Name:	Rainer Perneker
	 	Title:	CBU
	 	 
	 	By:	/s/ Georg Heftberger
	 	Name:	Georg Heftberger
	 	Title:	CFU


 


[SIGNATURE PAGE TO ASSET PURCHASE
AGREEMENT]


 



    	24



    	 



    

 


	MEDPRO SAFETY:	MEDPRO Safety products,
    inc
	 	 
		By:	/s/ Marc T. Ray
	 	Name:	Marc T. Ray
	 	Title:	VP Finance/CFO
	 	 
	MEDPRO INVESTMENTS:	medpro investments
    llc
	 	 
	 	By:	/s/ Marc T. Ray
	 	Name:	Marc T. Ray
	 	Title:	Manager


 


[SIGNATURE PAGE TO ASSET PURCHASE
AGREEMENT]


 



    	25



    	 



    

 


	ATHYRIUM FUND (A):	ATHYRIUM OPPORTUNITIES FUND (A) LP
	 	 
	 	By:	Athyrium Opportunities Associates LP, its general partner
	 	By:	Athyrium Opportunities Associates GP LLC, its general partner


 


	 	By:	/s/ Christian Niera
	 	Name:	Christian Niera
	 	Title:	Authorized Signatory


 


	ATHYRIUM FUND (B):	ATHYRIUM OPPORTUNITIES FUND (B) LP
	 	 
	 	By:	Athyrium Opportunities Associates LP, its general partner
	 	By:	Athyrium Opportunities Associates GP LLC, its general partner


 


	 	By:	/s/ Christian Niera
	 	Name:	Christian Niera
	 	Title:	Authorized Signatory
	 	 
	NB ATHYRIUM:	NB ATHYRIUM LLC
	 	 


 


	 	By:	NB Secondary Opportunities Associates II LP, its managing member
	 	By:	NB Secondary Opportunities Associates II GP LLC, its general partner


 


	 	By: 	/s/ Christian Niera
	 	Name:	Christian Niera
	 	Title:	Authorized Signatory


 


[SIGNATURE PAGE TO ASSET PURCHASE
AGREEMENT]


 



    	26



    	 



    

 


	POST ADVISORY:	POST ADVISORY GROUP
	 	 
	 	By:	/s/ Sanije Perrett
	 	Name:	Sanije Perrett
	 	Title:	COO
	 	 
	 	OHIO PUBLIC EMPLOYEEES RETIREMENT SYSTEM
	 	 
	 	By:	Post Advisory Group, LLC, as
	 	investment manager
	 	 
	 	By:	/s/ Sanije Perrett
	 	Name:	Sanije Perrett
	 	Title:	COO
	 	 
	 	SOUTH CAROLINA RETIREMENT
	 	INVESTMENT COMMISSION
	 	 
	 	By: Post Advisory Group, LLC, as
	 	investment manager 
	 	 
	 	By:	/s/ Sanije Perrett
	 	Name:	Sanije Perrett
	 	Title:	COO
	 	 
	 	POST TRADITIONAL HIGH YIELD FUND, L.P.
	 	 
	 	By: : Post Advisory Group, LLC, as general partner
	 	 
	 	By:	/s/ Sanije Perrett
	 	Name:	Sanije Perrett
	 	Title:	COO
	 	 
	 	POST INTERMEDIATE TERM HIGH YIELD FUND, L.P.
	 	 
	 	By: Post Advisory Group, LLC, as general partner
	 	 
	 	By:	/s/ San ije Perrett
	 	Name:	Sanije Perrett
	 	Title:	COO


 


[SIGNATURE PAGE TO ASSET PURCHASE
AGREEMENT]


 



    	27



    	 



    

 


The exhibits to the Asset Purchase Agreement
are listed below and have been omitted. MedPro Safety Products, Inc. agrees to furnish supplementally a copy of any omitted exhibit
to the Commission upon request.


 


	Exhibit No.	 	Description
	 	 	 
	A-1	 	Hooman Patent Chart
	A-2	 	Licensed Patents Chart
	A-3	 	Non-Licensed Patents Chart
	B	 	Intellectual Property Assignment Agreement
	C	 	Account and Wiring Instructions
	D	 	Security Interest Release Agreement
	E	 	Irrevocable Instruction to Trustee
	F	 	Consent from Vision Opportunity Master Fund, Ltd.


 



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