RAW MATERIALS AND WORK-IN-PROCESS BUT INCLUDING ALL FINISHED
GOODS INVENTORY IN TRANSIT OR HELD ON CONSIGNMENT BY ANY PERSON, AND ANY RELATED
PACKAGING OR OTHER MATERIALS OR SUPPLIES THAT ARE, WITHOUT DUPLICATION, (X) HELD
FOR SALE BY THE SELLERS OR THEIR AFFILIATES ON THE CLOSING DATE OR (Y) INCLUDED
IN THE CLOSING INVENTORY STATEMENT (COLLECTIVELY, THE "INVENTORY");
(III)
ALL COMPUTER HARDWARE, DATABASES AND COMPUTER SOFTWARE PRIMARILY
USED IN THE BUSINESS, IN EACH CASE, THAT ARE SPECIFICALLY USED IN THE
MANUFACTURE OF THE PRODUCTS, INCLUDING THE HARDWARE, DATABASES AND SOFTWARE
LISTED ON SCHEDULE 1.1(A)(III);
(IV)
ALL RIGHTS IN AND TO THE FOLLOWING U.S. AND FOREIGN INTELLECTUAL
PROPERTY (THE "ASSIGNED IP ASSETS"):
(A) ALL PATENTS (AS DEFINED BELOW)
PRIMARILY USED IN THE BUSINESS, INCLUDING THOSE PATENTS SET FORTH IN
SCHEDULE 1.1(A)(IV) BUT SPECIFICALLY EXCLUDING THOSE SET FORTH ON SCHEDULE
1.1(B)(II); (B) ALL COPYRIGHTS (AS DEFINED BELOW) PRIMARILY USED IN THE
BUSINESS, INCLUDING THOSE COPYRIGHTS SET FORTH IN SCHEDULE 1.1(A)(IV); (C) ALL
TRADEMARKS (AS DEFINED BELOW) PRIMARILY USED IN THE BUSINESS, INCLUDING THOSE
TRADEMARKS SET FORTH IN SCHEDULE 1.1(A)(IV); AND (D) ALL KNOW-HOW (AS DEFINED
BELOW) USED EXCLUSIVELY IN THE BUSINESS OR RELATED EXCLUSIVELY TO ANY PRODUCT.
FOR THE AVOIDANCE OF DOUBT, THE KNOW-HOW IN (D) ABOVE INCLUDES PRODUCT
SPECIFICATIONS (AS DEFINED BELOW).
FOR PURPOSES OF THIS AGREEMENT,
"INTELLECTUAL PROPERTY" MEANS AND INCLUDES (1) PATENTS (INCLUDING APPLICATIONS,
DIVISIONALS, PROVISIONALS, CONTINUATIONS, CONTINUATIONS-IN-PART,
RE-EXAMINATIONS, REISSUES OR EQUIVALENT RIGHTS RELATING THERETO, AND THEIR
FOREIGN COUNTERPARTS), INDUSTRIAL DESIGNS, UTILITY MODELS AND EQUIVALENT RIGHTS
("PATENTS"), (2) COPYRIGHTS AND COPYRIGHTABLE WORKS (INCLUDING SOFTWARE,
SYSTEMS, DOCUMENTATION, GRAPHICS, RESEARCH MATERIALS, LAB BOOKS AND REPORTS,
ADVERTISING MATERIALS AND WEBSITE CONTENT) ("COPYRIGHTS"); (3) TRADE NAMES,
BRAND NAMES, TRADEMARKS, SERVICE MARKS, CORPORATE NAMES, LOGOS, DOMAIN NAMES AND
OTHER SOURCE INDICATORS, AND ALL OF THE GOODWILL ASSOCIATED WITH ANY OF THE
FOREGOING ("TRADEMARKS"); AND (4) TRADE SECRETS, KNOW-HOW, DOCUMENTS, DRAWINGS,
PROCEDURES, INVENTIONS, COMPOSITIONS OF MATTER, TECHNOLOGY, PROCESSES, METHODS
AND FORMULAE, CONFIDENTIAL, PROPRIETARY OR NON-PUBLIC INFORMATION OR MATERIALS
IN ANY FORM OR MEDIA, AND ALL OTHER INTELLECTUAL OR INDUSTRIAL PROPERTY NOT
INCLUDED IN CLAUSES (1) THROUGH (3) ("KNOW-HOW");
(V)
ALL PATTERNS, PLANS, DESIGNS, BLUEPRINTS, SKETCHES, DRAWINGS,
RESEARCH DATA, FORMULAE, COMPOSITIONS, CHEMICAL FORMULATIONS, DESIGN AND OTHER
SPECIFICATIONS, INSTRUCTIONS FOR USE, RAW MATERIAL AND COMPONENT LISTS AND
SPECIFICATIONS, MANUFACTURING PROCESSES AND PROTOCOLS, BATCH RECORDS, PROCESS
DESCRIPTIONS AND VALIDATIONS, PROCEDURES (INCLUDING QUALITY TESTING AND STANDARD
OPERATING PROCEDURES), EQUIPMENT REQUIREMENTS, OPERATING AND OTHER MANUALS,
INSTALLATION PROCEDURES AND REQUIREMENTS, INSTALLATION/OPERATION/PERFORMANCE
QUALIFICATION PROTOCOLS, DATA (INCLUDING TECHNICAL AND COMPUTER DATA), RECORDS
(INCLUDING PURCHASING, REGULATORY COMPLIANCE, RISK MANAGEMENT
2
AND RESEARCH AND DEVELOPMENT RECORDS), ENVIRONMENTAL CONTROL DOCUMENTATION,
PRODUCT AND PROCESS IMPROVEMENTS, PROPOSALS AND RELATED DOCUMENTATION, IN EACH
CASE, USED EXCLUSIVELY IN THE BUSINESS OR RELATED EXCLUSIVELY TO ANY PRODUCT
("PRODUCT SPECIFICATIONS");
(VI)
ALL GOODWILL AND OTHER GENERAL INTANGIBLE PROPERTIES AND ASSETS
(OTHER THAN INTELLECTUAL PROPERTY) THAT ARE PRIMARILY USED IN THE BUSINESS;
(VII)
EXCEPT THOSE BUSINESS PERMITS SET FORTH ON SCHEDULE 1.1(B)(XVII)
AND TO THE EXTENT TRANSFERABLE AND EXCLUDING ALL PMA APPLICATIONS, ALL
APPROVALS, LICENSES, PERMITS, CLEARANCES, PERMISSIONS, EXEMPTIONS,
CERTIFICATIONS, AUTHORIZATIONS, CONSENTS OF,