Assets of Medical Laboratory Business

Sale of substantially all of the assets of Bostwick Laboratories, Inc., described as below:

• Except as limited by Section 2.1(c)(ii) with respect to Government Receivables, all accounts, accounts receivable, notes, contract or other rights to payments of Seller of whatever kind or nature, including all current or deferred rights to payment for goods or services rendered on or prior to the Closing Date and all claims (excluding claims arising under Chapter 5 of the Bankruptcy Code), rights, interests and proceeds related thereto (collectively, “Accounts Receivable”);
• All supply inventories of Seller used in the conduct of the Business, including all testing supplies and reagents (collectively, “Inventory”);
• All laboratory and other equipment owned by Seller;
• All of Seller’s right, title and interest in and to the real property leases described in Schedule 2.1(b)(iv) (which Schedule 2.1(b)(iv) Purchaser may amend at any time in Purchaser’s discretion prior to one (1) business day following entry of the Bid Procedures Order) and the leasehold improvements situated on such leased real property which is the subject of each such lease (collectively, the “Assumed Leasehold Interests”);
• To the extent authorized by the Bankruptcy Court, all of Seller’s right, title and interest in, to or under the Contracts of Seller described in Schedule 2.1(b)(v) (which Schedule 2.1(b)(v) Purchaser may amend at any time in Purchaser’s discretion prior to one (1) business day following entry of the Bid Procedures Order) (such purchased Contracts the “Assumed Contracts”);
• All of Seller’s right, title and interest in and to the following intellectual property used in the conduct of the Business: trade names, trademarks, trademark registrations (including “Bostwick Laboratories”, “Bostwick Scientific”, “Dermatocor”, “Gastrocor”, “Gynecor”, “Hematocor”, “Nephrocor”, “Renaissance”, and “QC Sciences”), trademark applications, service marks, service mark registrations, service mark applications; copyrights, copyright registrations, copyright applications; patent rights (including issued patents, applications, divisions, continuations and continuations-in-part, reissues, patents of addition, utility models and inventors’ certificates); domain names; licenses with respect to any of the foregoing; IP Confidential Information; customer and vendor lists; patient lists in respect of the Assumed Contracts; and the goodwill associated with any of the foregoing (collectively, the “Intellectual Property”);
• The LIS System;
• Any patient records in respect of the Purchased Assets or the conduct of the Business, including those maintained on the LIS System, which Purchaser agrees to maintain in accordance with applicable law, and more particularly described in Page 6 to 8 on the attached PDF.