Assets of Biological Products Manufacturing Company

Sale of assets of Biologic Therapies, Inc. which includes:

1. All United States Food and Drug Administration (“FDA”) and Outside the United States regulatory approvals and certifications, patent filings, trademark filings, marketing collateral and images;
2. FDA 510(k) submissions for all medical devices, including any amendments, and supplements;
3. All correspondence to and from the FDA in MS Word and Portable Document Format, all meeting minutes and notes of conference calls with the FDA;
4. All consultant work product and test reports (any documents delivered by the Seller’s consultants related to regulatory & product testing strategy and execution;
5. All Instructions for Use Documents and Templates for all medical devices;
6. Physical and electronic copies of the BioMac needle system master file, including the engineering design files, and Computer Aided Design (“CAD”) drawings for the catheter, trocar, plunger, and drill head adapter;
7. Stamped official engineering drawings for the BioMac catheter, trocar, plunger, and drill head adapter;
8. Copies of all testing data, design specifications, medical device record, and complaint file;
9. Any and all completed "real time aging” studies, and any continuation of "real time aging" study samples that are ongoing;
10. Computer Aided Design files of the designs for the official catheter, trocar, plunger, and drill head adapter as well as same for contemplated designs;
11. Any and all intellectual property rights, including but not limited to: all (i) patents, patent applications, patent disclosures and inventions, (ii) Internet Domain names, trademarks, service marks, trade dress, trade names, logos and corporate names and registrations and applications for registration thereof together with all of the goodwill associated therewith, (iii) copyrights (registered or unregistered) and copyrightable works and registrations and applications for registration thereof, (iv) computer software, data, databases and documentation thereof, (v) trade secrets and other confidential information (including ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), knowhow, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, and copyrightable works, financial and marketing plans and customer and supplier lists and information, and (vi) copies and tangible embodiments thereof (in whatever form or medium).;
12. Any non-disclosure or confidentiality agreements entered into by Seller relating to the BioMac needle system or any of the other assets being purchased hereunder;
13. Any and all claims arising under applicable federal or state law, including but not limited to avoidance actions under Chapter 5 of Title 11 of the United States Code, or amounts for products or services due to Seller or the Bankruptcy Estate from Buyer arising prior to the date hereof; and
14. All of Seller’s raw and work in process inventory.