Assets of Health Care Services Provider

Sale of assets of EPIC RESEARCH & DIAGNOSTICS, INC. which includes:

1. intellectual property including, but not limited to, one issued and one pending United States patent and all common law rights in the U.S. to the patents, and two issued foreign patents (collectively the “Patents”), and nine U.S. trademark registrations and all common law rights in the U.S. to the trademarks that are the subject of such registrations, together with all goodwill associated therewith (“Trademarks”), and including the right to sue and collect for past infringement of the Patents and the Trademarks (the Patents and Trademarks are collectively referred to hereinafter as “IP” (a copy of the IP portfolio is attached hereto as Exhibit “A”);
2. the goodwill of the Seller’s business associated and embodied therein to the extent it exists (“Goodwill”); and
3. all remaining personal property including documents, files, software, furniture, fixtures, equipment and inventory