Assets of Biotechnology Company

Sale of substantially all of assets of NanoString Technologies, Inc., et al., (the “Seller”), which includes:

• All rights and interests of Seller or its Subsidiaries under the Contracts set forth in Section 2.1.1(a) of the Seller Disclosure Schedules, which Section of the Seller Disclosure Schedules may be modified (unless otherwise indicated in the Seller Disclosure Letter) from the date hereof through five (5) Business Days prior to the Closing Date in accordance with Section 4.3.1 (the “Purchased Contracts”);
• The Purchased Product Records;
• The Purchased Intellectual Property and Purchased Technology, including all rights to sue for past, present, and future infringement, misappropriation, or violation thereof;
• All Permits that are listed on Section 2.1.1(d) of the Seller Disclosure Schedule, to the extent assignable or transferable (the “Purchased Permits”);
• All Finished Goods Inventory owned by and in the possession or custody of Seller and its Subsidiaries;
• All raw materials, work-in-process, demonstration equipment, components, packaging material or similar items used by third-party contract manufacturers, in each case, in the production or distribution of the Products and in the possession or custody of Seller and its Subsidiaries;
• All advertising, marketing, sales and promotional materials relating to the Products;
• All URLs, websites, website content, fax numbers and telephone numbers;
• All pre-paid expenses and security deposits;
• All rights and interests of Seller or its Subsidiaries under Purchased Contracts for the lease, sublease, license, or other right to use or occupy real property, as set forth in Section 2.1.1(a) of the Seller Disclosure Schedules (such real property, the “Leased Real Property”);
• All Purchased Regulatory Approvals to the extent transferable under law;
• Copies of the Personnel Records;
• All Employee Equipment;
• The sponsorship of all Assumed Plans and any assets or property in respect of any Assumed Plan;
• All Accounts Receivable;
• All insurance policies (other than the D&O Policies and those funding a Plan that is not an Assumed Plan), to the extent transferable, including all insurance recoveries thereunder and all rights to assert claims thereunder;
• All goodwill of Seller as a going concern and any goodwill related to the Business, the Purchased Assets and the Assumed Liabilities;
• All rights of Seller under any non-disclosure or confidentiality, noncompete, non-interference or non-solicitation agreements with current and former employees and agents of Seller or Acquired Entities or with third parties, in each case, related to the Purchased Assets or the Business (or any portion thereof);
• All refunds, overpayments, credits or rebates with respect to Taxes that are Assumed Liabilities;
• All Avoidance Actions against any of Seller’s vendors, suppliers, customers or trade creditors with whom Buyer continues to conduct business in regard to the Purchased Assets after the Closing and any of their Affiliates;
• All bank accounts of Seller and its Subsidiaries set forth on Section 2.1.1(u) of the Seller Disclosure Schedules; and
• The Equity Securities of the Acquired Entities (and, for the avoidance of doubt, thereby indirectly all of the assets, rights, Contracts and Liabilities of the Acquired Entities).