MATERIALS AND ALL OTHER PRINTED OR
WRITTEN MATERIALS USED PRIMARILY IN CONNECTION WITH, OR RELATED PRIMARILY TO,
THE BUSINESS;
2.1.9
SUBJECT TO CLAUSE 8.14, ALL INTELLECTUAL PROPERTY
THAT IS USED PRIMARILY IN CONNECTION WITH, OR RELATED PRIMARILY TO, THE BUSINESS
AND IS OWNED BY OR LICENSED TO THE SELLER OR ITS AFFILIATES AT THE CLOSING
(COLLECTIVELY, THE "PURCHASED INTELLECTUAL PROPERTY"), AND ALL OTHER INTANGIBLE
RIGHTS IN THE BUSINESS;
2.1.10
THE RIGHTS GRANTED TO PURCHASER AND ITS AFFILIATES TO
THE SELLER MIXED-USE INTELLECTUAL PROPERTY PURSUANT TO CLAUSE 8.15;
20
CONFIDENTIAL TREATMENT
[***] Indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been separately filed with the
SEC.
2.1.11
ALL SOFTWARE OWNED, CREATED, ACQUIRED, LICENSED TO OR
USED PRIMARILY IN THE BUSINESS BY THE SELLER OR ITS AFFILIATES AT ANY TIME PRIOR
TO AND THROUGH THE CLOSING (THE "PURCHASED SOFTWARE");
2.1.12
ALL GOVERNMENTAL AUTHORIZATIONS PRIMARILY RELATED TO THE
BUSINESS OR ANY TRANSFERRED ASSET OF THE BUSINESS OR REQUIRED FOR THE OWNERSHIP
OR USE OF ANY TRANSFERRED ASSET OF THE BUSINESS OR THE OPERATION OF THE
BUSINESS;
2.1.13
ALL BOOKS, RECORDS, FILES, STUDIES, MANUALS, REPORTS AND
OTHER MATERIALS (IN ANY FORM OR MEDIUM) USED IN OR RELATED TO THE BUSINESS,
INCLUDING ALL CATALOGUES, PRICE LISTS, MAILING LISTS, DISTRIBUTION LISTS, CLIENT
AND CUSTOMER LISTS, REFERRAL SOURCES, SUPPLIER AND VENDOR LISTS, PURCHASE
ORDERS, SALES AND PURCHASE INVOICES, CORRESPONDENCE, CLINICAL DATA AND
PROTOCOLS, PRODUCTION DATA, PURCHASING MATERIALS AND RECORDS, RESEARCH AND
DEVELOPMENT FILES, RECORDS, DATA BOOKS, INTELLECTUAL PROPERTY DISCLOSURES AND
RECORDS, MANUFACTURING AND QUALITY CONTROL RECORDS AND PROCEDURES, PRODUCT
SHIPPING OR STORING REQUIREMENTS, SERVICE AND WARRANTY RECORDS, EQUIPMENT LOGS,
OPERATING GUIDES AND MANUALS, PRODUCT SPECIFICATIONS, PRODUCT PROCESSES,
ENGINEERING SPECIFICATIONS, FINANCIAL AND ACCOUNTING RECORDS, LITIGATION FILES,
PERSONNEL AND EMPLOYEE BENEFITS RECORDS TO THE EXTENT TRANSFERABLE UNDER
APPLICABLE LAW, AND COPIES OF ALL OTHER PERSONNEL RECORDS OF THE TRANSFERRED
EMPLOYEES TO THE EXTENT THE SELLER IS LEGALLY PERMITTED TO PROVIDE COPIES OF
SUCH RECORDS TO THE PURCHASER (PROVIDED THAT (I) IF FOREGOING IS RELATED TO BOTH
THE BUSINESS AND THE OTHER BUSINESSES, THE SELLER SHALL BE ENTITLED TO MAINTAIN
COPIES OF SUCH MATERIALS OR (II) IF THE FOREGOING IS SOLELY RELATED TO THE
BUSINESS, THE SELLER MAY REQUEST TO MAINTAIN COPIES OF SUCH MATERIALS, SUCH
REQUEST NOT TO BE UNREASONABLY DENIED BY THE PURCHASER);
2.1.14
ALL CLAIMS, RIGHTS, CREDITS, CAUSES OF ACTIONS, DEFENSES
AND RIGHTS OF SET-OFF OF ANY KIND (INCLUDING THE RIGHT TO SUE FOR PAST, PRESENT
OR FUTURE INFRINGEMENT, MISAPPROPRIATION OR DILUTION OF ANY PURCHASED
INTELLECTUAL PROPERTY OR, TO THE EXTENT RELATED TO THE BUSINESS, THE SELLER
MIXED-USE INTELLECTUAL PROPERTY), IN EACH CASE TO THE EXTENT ARISING FROM, OR
RELATED TO, THE BUSINESS OR ANY OF THE TRANSFERRED ASSETS OF THE BUSINESS OR
ASSUMED LIABILITIES, IN EACH CASE, WHETHER ACCRUING BEFORE OR AFTER THE CLOSING,
AND INCLUDING ALL ATTORNEY WORK-PRODUCT PROTECTIONS, ATTORNEY-CLIENT PRIVILEGES
AND OTHER LEGAL PROTECTIONS AND PRIVILEGES TO WHICH THE SELLER OR ITS AFFILIATES
MAY BE ENTITLED IN CONNECTION WITH THE BUSINESS OR ANY