SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, AT THE CLOSING (AS
DEFINED HEREIN) THE SELLER ENTITIES SHALL SELL, TRANSFER AND ASSIGN TO BUYER,
FREE AND CLEAR OF ANY LIENS (AS DEFINED HEREIN) OTHER THAN PERMITTED LIENS (AS
DEFINED HEREIN), ALL RIGHT, TITLE AND INTEREST (OTHER THAN INTELLECTUAL PROPERTY
ASSETS OWNED BY A THIRD PARTY UNLESS SUCH INTELLECTUAL PROPERTY ASSETS ARE THE
SUBJECT OF LICENSES OR OTHER AGREEMENTS ASSIGNED HEREUNDER) IN AND TO ALL OF THE
ASSETS, PROPERTIES, INTERESTS AND BUSINESS OF RESEARCHING, DEVELOPING,
MANUFACTURING, MARKETING AND/OR SELLING LATERAL FLOW IMMUNOASSAY PRODUCTS AND
ALL DIRECTLY RELATED PRODUCTS, INCLUDING, THOSE LISTED ON SCHEDULE 1.1(A)
(TOGETHER WITH ALL MATERIALS AND COMPONENTS OF SUCH PRODUCTS) IN THE WORLD TO
THE EXTENT NOT PREVIOUSLY TRANSFERRED TO BUYER (THE "TERRITORY") (SUCH
PROPERTIES, INTERESTS AND BUSINESS, THE "BUSINESS", AND SUCH MATERIALS,
COMPONENTS AND PRODUCTS, THE "PRODUCTS") OF THE SELLER ENTITIES (EXCEPT FOR THE
EXCLUDED ASSETS, AS DEFINED HEREIN), OF EVERY KIND AND DESCRIPTION, TANGIBLE AND
INTANGIBLE, REAL, PERSONAL OR MIXED, WHEREVER LOCATED, AND WHETHER EXISTING AS
OF THE DATE OF THIS AGREEMENT OR ACQUIRED PRIOR TO THE CLOSING, INCLUDING,
WITHOUT LIMITATION, THE FOLLOWING:
(I)
THE MANUFACTURING, TESTING AND RESEARCH AND DEVELOPMENT EQUIPMENT
AND RELATED ASSETS LOCATED AT THE EXISTING FACILITY, USED PRIMARILY IN THE
BUSINESS AND LISTED ON SCHEDULE 1.1(A)(I);
2
(II)
ALL THE SELLER ENTITIES' INVENTORY, FINISHED GOODS, STOCK IN
TRADE, WORK-IN-PROGRESS, AND RAW MATERIALS DIRECTLY ARISING OUT OF, RELATING TO
OR RESULTING FROM THE BUSINESS (COLLECTIVELY, THE "INVENTORY");
(III)
ALL OF SELLER ENTITIES' TANGIBLE PROPERTY AND ASSETS DIRECTLY
ARISING OUT OF, RELATING TO OR RESULTING FROM THE BUSINESS LISTED IN SCHEDULE
1.1(A)(III);
(IV)
(A) ALL OF SELLER ENTITIES' GOODWILL DIRECTLY ARISING FROM,
RELATED TO OR RESULTING FROM THE BUSINESS AND (B) ALL ASSIGNED ACON INTELLECTUAL
PROPERTY ASSETS AND LICENSES (EACH AS DEFINED HEREIN);
(V)
(A) ALL OF THE SELLER ENTITIES' BILLED AND UNBILLED ACCOUNTS
RECEIVABLE, INCLUDING WITHOUT LIMITATION, TRADE ACCOUNTS RECEIVABLE, NOTES
RECEIVABLES, VENDOR CREDITS, AND ALL OTHER OBLIGATIONS FROM CUSTOMERS WITH
RESPECT TO SALES OF GOODS OR SERVICES, WHETHER OR NOT EVIDENCED BY A NOTE, OF
THE SELLER ENTITIES DIRECTLY ARISING OUT OF, RELATING TO OR RESULTING FROM THE
BUSINESS (INCLUDING THOSE SHOWN ON THE FINANCIAL STATEMENTS (AS DEFINED HEREIN)
THAT HAVE NOT BEEN COLLECTED IN THE ORDINARY COURSE OF BUSINESS (AS DEFINED
HEREIN)) EXISTING AS OF THE DATE HEREOF AND AS OF THE CLOSING DATE (THE
"RECEIVABLES"), AND (B) IN EACH CASE, SOLELY TO THE EXTENT RELATED TO AN ASSUMED
LIABILITY, ALL CLAIMS, WARRANTIES, GUARANTEES, REFUNDS, CAUSES OF ACTION, RIGHTS
OF RECOVERY, RIGHTS OF SET-OFF AND RIGHTS OF RECOUPMENT OF EVERY KIND AND
NATURE;
(VI)
ALL OF SELLER ENTITIES' RIGHT, TITLE AND INTEREST IN AND TO (A)
ALL MATERIAL CONTRACTS, EXCEPT FOR EXCLUDED AGREEMENTS (EACH AS DEFINED HEREIN),
(B) ALL OTHER AGREEMENTS, CONTRACTS, UNDERSTANDINGS OR ARRANGEMENTS BY WHICH A
SELLER ENTITY IS BOUND AND WHICH DIRECTLY ARISES OUT OF, RELATES TO OR RESULTS
FROM THE BUSINESS, AND (C) ANY AGREEMENT, CONTRACT, UNDERSTANDING OR
ARRANGEMENT, BY WHICH A SELLER ENTITY OR ANY OF