Assets of Medical Device Company

Sale of assets of Sotera Wireless, Inc., including all direct or indirect, tangible or intangible, rights, title and interests of a Seller, described as below:

• The Contracts listed on Schedule 2.1(a) (the “Assigned Contracts”);
• All Acquired Intellectual Property Rights; provided that, to the extent that Acquired Intellectual Property Rights cannot be transferred to Purchaser, each Seller Entity, as applicable, shall be deemed to have granted to Purchaser an exclusive (even as to such Seller Entity), irrevocable, royalty-free right and license to use and otherwise exploit such Acquired Intellectual Property Rights from and after the Closing Date, to the fullest extent permitted by applicable Laws, including the right to sue and otherwise recover for past, present and future infringements, misappropriations, dilutions, and other violations thereof, but in each case subject to any license or other agreements pursuant to which a Seller Entity acquired such Intellectual Property Rights;
• All Inventory used or held for use in connection with the CareGuide Technology, including, without limitation, the Inventory set forth on Schedule 2.1(c) (the “Acquired Inventory”) and the warranties received from vendors or suppliers with respect to the Acquired Inventory to the extent transferable;
• The equipment, fixtures, production and manufacturing tooling, prototype tooling, tools and other personal property set forth on Schedule 2.1(d);
• All Software owned by the Seller Entities used in connection with, and material to, the CareGuide Technology or to the sale or provision of products or services in connection therewith, including, without limitation, the Software set forth on Schedule 5.8(c) (the “Acquired Software”);
• All Permits used, or held for use, directly in connection with, or applicable to the ownership of, the Purchased Assets, including, without limitation, the Permits set forth on Schedule 2.1(f) (the “Acquired Permits”);
• All Regulatory Materials directly relating to the CareGuide Technology, including, without limitation, the Regulatory Materials set forth on Schedule 2.1(g) (the “Acquired Regulatory Materials”);
• All Documents, books and records (or portions of books and records), including laboratory notebooks and other records, pre-clinical and clinical studies lists, files (including patent prosecution files), documents, correspondence, creative and promotional materials, studies, reports, data (including all pharmacological, pre-clinical, clinical, analytical, quality control and manufacturing data (including batch records and technical reports)) and other printed, written or electronic materials (in all cases, in any form or medium) that directly relate to the CareGuide Technology, all books and records applicable to the Purchased Assets to the extent separable from other books and records with reasonable effort (the “Acquired Books and Records”);
• All proprietary rights to the information, materials, data and work product proprietary to the Seller Entities directly relating to research and development activities and pre-clinical trials conducted or being conducted by or on behalf of a Seller Entity in connection with or otherwise for use in connection with the research or development of the CareGuide Technology;
• All rights, Claims or causes of action of Seller against other parties arising out of events occurring prior to the Closing Date (including, for the avoidance of doubt, rights, Claims or causes of action arising out of events occurring prior to the Petition Date), to the extent the foregoing arose in connection with the Purchased Assets, the CareGuide Technology, the Assigned Contracts or the Assumed Liabilities;
• The right to receive and retain mail and other communications relating to the CareGuide Technology from and after the Closing; and
• All goodwill and other intangible assets including correspondence with present or prospective customers and suppliers, telephone exchange numbers, and other similar intangible assets but only if directly associated with the CareGuide Technology (to the extent transferable), including customer and supplier lists provided that, to the extent such intangible assets cannot be transferred to Purchaser, Seller shall be deemed to have granted to Purchaser an exclusive, (even as to such Seller Entity), irrevocable, royalty-free right and license to use such intangible assets from and after the Closing Date, to the fullest extent permitted by applicable Laws and the underlying agreements pursuant to which such intangible assets were acquired, as applicable.