ANY INTELLECTUAL PROPERTY LICENSE (COLLECTIVELY,
THE "ASSUMED LICENSE LIABILITIES").
BUYER AGREES TO ASSUME ALL OBLIGATIONS
RELATING EXCLUSIVELY TO BUYER'S USE OF ANY OF THE INTELLECTUAL PROPERTY
AUTHORIZATIONS PURSUANT TO THE EXERCISE OF BUYER'S RIGHTS TO USE SUCH
INTELLECTUAL PROPERTY AUTHORIZATIONS AS SET FORTH IN SECTION 1.1. ABOVE
(COLLECTIVELY, THE "ASSUMED INTELLECTUAL PROPERTY AUTHORIZATION LIABILITIES" AND
COLLECTIVELY WITH THE ASSUMED LICENSE LIABILITIES, THE "ASSUMED LIABILITIES."
FOR THE AVOIDANCE OF DOUBT: (I) EXCEPT WITH RESPECT TO THE ASSUMED INTELLECTUAL
PROPERTY AUTHORIZATION LIABILITIES, BUYER SHALL
6
ASSUME NO OBLIGATION, RESPONSIBILITY OR LIABILITY RELATING TO THE INTELLECTUAL
PROPERTY AUTHORIZATIONS, AND SELLER SHALL RETAIN THE RIGHT, IN ITS SOLE
DISCRETION, TO CONTINUE OR DISCONTINUE ALL INTELLECTUAL PROPERTY AUTHORIZATIONS,
AND SHALL REMAIN RESPONSIBLE FOR ALL OBLIGATIONS, RESPONSIBILITIES OR
LIABILITIES RELATING TO THE INTELLECTUAL PROPERTY AUTHORIZATIONS WHETHER ARISING
BEFORE OR AFTER THE CLOSING DATE, AND (II) THE PARTIES ACKNOWLEDGE THAT BUYER
DOES NOT ASSUME ANY OBLIGATION, RESPONSIBILITY OR LIABILITY RELATING TO THE
REGULATORY DATA, INCLUDING WITHOUT LIMITATION, ANY RESPONSIBILITY TO UPDATE OR
MAINTAIN ANY REGULATORY DATA.
(B) UPON THE SALE AND PURCHASE OF THE MAMMOGRAPHY INTELLECTUAL PROPERTY, EXCEPT
FOR THE ASSUMED LIABILITIES, BUYER SHALL NOT ASSUME AND SHALL NOT BE LIABLE FOR
ANY DEBT, OBLIGATION, RESPONSIBILITY OR LIABILITY OF SELLER OR ANY AFFILIATE OF
SELLER, OR ANY CLAIM AGAINST ANY OF THE FOREGOING, WHETHER KNOWN OR UNKNOWN,
CONTINGENT OR ABSOLUTE, ASSERTED OR UNASSERTED, OR OTHERWISE (ALL SUCH
LIABILITIES OF SELLER, THE "RETAINED LIABILITIES").
SELLER SHALL REMAIN
RESPONSIBLE FOR SUCH RETAINED LIABILITIES.
SECTION 1.3
PURCHASE PRICE AND PAYMENT.
IN CONSIDERATION OF THE SALE, TRANSFER, CONVEYANCE, ASSIGNMENT AND DELIVERY OF
THE MAMMOGRAPHY INTELLECTUAL PROPERTY BY SELLER TO BUYER, AND IN RELIANCE UPON
THE REPRESENTATIONS AND WARRANTIES MADE HEREIN BY SELLER, BUYER WILL, IN FULL
PAYMENT THEREFOR, PAY TO SELLER AN AGGREGATE PURCHASE PRICE (THE "PURCHASE
PRICE") OF THIRTY TWO MILLION DOLLARS ($32,000,000.00), PAYABLE AS FOLLOWS:
(I)
AN AMOUNT EQUAL TO THE PRINCIPAL AND INTEREST AND ANY OTHER
AMOUNTS DUE TO BUYER UNDER THE LOAN AGREEMENT (AS DEFINED IN SECTION 1.7) TO BE
EVIDENCED BY A TERMINATION OF THE LOAN AGREEMENT AND FORGIVENESS OF BUYER OF ALL
SUCH AMOUNTS DUE (THE "CLOSING LOAN AMOUNT"); AND
(II)
THE REMAINING PORTION OF THE PURCHASE PRICE (THE AMOUNT EQUAL TO
THIRTY TWO MILLION DOLLARS ($32,000,000) LESS THE CLOSING LOAN AMOUNT, BEING
REFERRED TO HEREIN AS THE "BALANCE AMOUNT"), SHALL BE PAID BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS TO A BANK ACCOUNT DESIGNATED IN WRITING BY SELLER TO
BUYER NOT LESS THAN 24 HOURS PRIOR TO CLOSING.
SECTION 1.4
TIME AND PLACE OF CLOSING.
THE CLOSING OF THE PURCHASE AND SALE PROVIDED FOR IN THIS AGREEMENT (THE
"CLOSING") WILL TAKE PLACE AT 10:00 A.M., BOSTON TIME, ON A DATE TO BE SPECIFIED
BY BUYER AND SELLER (THE "CLOSING DATE"), WHICH SHALL BE NO LATER THAN THE
SECOND BUSINESS DAY AFTER SATISFACTION OR WAIVER OF THE CONDITIONS SET FORTH IN
ARTICLE VI (OTHER THAN DELIVERY OF ITEMS TO BE DELIVERED AT CLOSING), AT THE
OFFICES OF BROWN RUDNICK BERLACK ISRAELS LLP, ONE FINANCIAL