Assets of Biomass Materials Business

Sale of substantially all of the assets of BIONITROGEN HOLDINGS, CORP., all rights, title and interests with respect to and/or has valid and enforceable rights to use, sell, assign and otherwise commercialize certain patented and proprietary Intellectual Property and technology relating to converting biomass into urea, including, without limitation, patents, patent applications, know-how and other trade secrets and related documents, files, records and tangible embodiments thereof which are necessary and/or useful in the Business, described as below:

• All Intellectual Property of the Seller (which shall include the name “BioNitrogen” or any derivation thereof together with the goodwill associated therewith), including, without limitation, the patents and pending patent and other Intellectual Property registration applications and unregistered Intellectual Property listed and/or described on Schedule 1.1(d) (the “Assigned Intellectual Property”);
• All records, tangible embodiments, and other information pertaining to the Assigned Intellectual Property whether in electronic or tangible form, including, without limitation, all drawings, specifications, manuals, works of authorshiprelating to formulas, processes and procedures and sources of supply of raw materials, reports, studies, plans, books, files (including all files pertaining to the patents, patent applications, trademark registration applications and other Intellectual Property filings, patent and trademark searches, patent assignments, declarations and other Intellectual Property filing prosecution documents) and other documents, correspondence and instruments evidencing the Seller’s title to the Assets or other Tangible Personal Property otherwise pertaining to the Assets in the possession or control of the Seller (or its legal counsel) (the “Acquired Records”);
• All claims, causes of action, choses in action, rights of recovery, rights of recoupment and rights of set-off of the Seller;
• All goodwill as a going concern and all other intangible property of the Business; and
• All other assets, properties, rights and interests owned by the Seller as of the date hereof, or in which the Seller has an interest, which are not referred to in Sections 1.1(a)-(d).