AND THE OPERATIONS THEREUNDER, IT BEING AGREED THAT THERE SHALL
BE NO EMPLOYEES TRANSFERRED TO TRANSFEREE BY DOE RUN, AND ALSO EXCLUDING ANY AND
ALL ASSETS RELATED TO ANY PENSION, PROFIT SHARING, STOCK BONUS, STOCK OPTION,
THRIFT OR OTHER RETIREMENT PLAN, MEDICAL, HOSPITALIZATION, DENTAL, LIFE,
DISABILITY, VACATION OR OTHER INSURANCE OR BENEFIT PLAN, EMPLOYEE STOCK
OWNERSHIP PLAN, DEFERRED COMPENSATION, STOCK OWNERSHIP, STOCK PURCHASE, BONUS,
BENEFIT OR OTHER INCENTIVE PLAN, SEVERANCE PLAN OR OTHER SIMILAR PLAN RELATING
TO THE BUICK FACILITY OR ITS EMPLOYEES;
(F)
SALES CONTRACTS.
ALL RIGHTS OF DOE RUN UNDER AGREEMENTS,
CONTRACTS, AND OTHER INSTRUMENTS FOR THE STORAGE, SHIPMENT, WAREHOUSING, SALE OR
PURCHASE OF PRODUCTS OR INVENTORY INCLUDING WITHOUT LIMITATION THE PRODUCT SALES
FROM OPERATIONS CONDUCTED AT THE BUICK FACILITY FROM THOSE SALES AGREEMENTS
LISTED ON EXHIBIT D ("SALES CONTRACTS"), BUT SUBJECT IN EACH CASE TO THE
OBLIGATIONS OF DOE RUN PURSUANT TO ARTICLE XI OF THE FACILITIES OPERATING
AGREEMENT;
7
(G)
UNRELATED CONFIDENTIAL INFORMATION.
ALL
PROPRIETARY OR CONFIDENTIAL BUSINESS OR TECHNICAL INFORMATION, INTELLECTUAL
PROPERTY, RECORDS AND POLICIES THAT RELATE TO DOE RUN AND THAT ARE NOT USED
PRIMARILY IN, AND ARE NOT NECESSARY FOR THE OPERATION OF, THE BUICK BUSINESS;
(H)
INVENTORY.
SUBJECT TO THE OBLIGATIONS OF
DOE RUN UNDER ARTICLE XI OF THE FACILITIES OPERATING AGREEMENT, ALL OF THE
FOLLOWING EXISTING AS OF THE CLOSING DATE WITHIN THE BUICK FACILITY OR IN
TRANSIT:
(I)
ALL FINISHED GOODS, WHETHER LOCATED AT THE BUICK FACILITY OR IN
TRANSIT, THE LATEST AVAILABLE LIST OF WHICH IS SUMMARIZED ON SCHEDULE 2.2(H)(I)
(COLLECTIVELY, THE "FINISHED GOODS"); AND
(II)
ALL USABLE INVENTORY OF THE BUICK FACILITY EXISTING AS OF THE
DATE HEREOF, INCLUDING, WITHOUT LIMITATION, CONCENTRATES, RAW MATERIALS, FUEL,
PACKAGING SUPPLIES, MAINTENANCE, WAREHOUSE AND OFFICE SUPPLIES AND INVENTORY
ITEMS PURCHASED BUT NOT RECEIVED FOR WHICH ACCOUNTS PAYABLE INVOICE AMOUNTS ARE
INCLUDED IN THE ASSUMED LIABILITIES, THE LATEST AVAILABLE LIST OF WHICH IS
SUMMARIZED ON SCHEDULE 2.2(H)(II) (COLLECTIVELY, THE "RAW MATERIALS"); AND
(III)
ALL WORK IN PROCESS WITHIN THE BUICK FACILITY AS OF THE CLOSING
DATE (COLLECTIVELY, "WORK IN PROCESS" AND TOGETHER WITH THE FINISHED GOODS AND
RAW MATERIALS, CONSTITUTING THE "INVENTORY").
(I)
DOE RUN'S INTELLECTUAL PROPERTY.
ALL INTELLECTUAL PROPERTY OF
DOE RUN, WHETHER OR NOT USED BY OR IN CONNECTION WITH THE OPERATION OF THE BUICK
FACILITY OR THE BUICK BUSINESS, INCLUDING WITHOUT LIMITATION ANY PATENTS, OR
PATENT APPLICATIONS, TRADEMARKS, TRADEMARKS OR SERVICE MARKS, OR REGISTRATIONS
THEREFORE, CORPORATE NAMES, OR COPYRIGHTS OR ANY LICENSES TO OR FROM ANY PERSON
WITH RESPECT TO ANY OF THE FOREGOING, OR ANY CONFIDENTIAL TRADE SECRETS,
PROCESSES OR THE LIKE; PROVIDED, HOWEVER, THERE SHALL BE A ROYALTY-FREE
PERPETUAL, NONEXCLUSIVE LICENSE TO THE TRANSFEREE UNDER THE TERMS OF THE
INTELLECTUAL PROPERTY LICENSE ATTACHED HERETO AS EXHIBIT F (THE "INTELLECTUAL
PROPERTY LICENSE") TO USE SUCH INTELLECTUAL PROPERTY TO THE FULLEST EXTENT SUCH
INTELLECTUAL PROPERTY IS NECESSARY FOR THE OPERATION OF THE BUICK FACILITY AND
BUICK BUSINESS AS CURRENTLY OPERATED.
2.3
ASSUMED LIABILITIES.
EXCEPT AS OTHERWISE
PROVIDED IN THIS AGREEMENT, SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND