Assets of Pharmaceutical Company

Sale of substantially all of assets of Legacy-Xspire, Holdings LLC (“LXH”), WraSer, LLC (“Wraser”) and Xspire Pharma, LLC (“Xspire”) (collectively, “Sellers”), which includes:

• The Purchased Regulatory Approvals;
• The Purchased Regulatory Documentation;
• The Purchased Product Promotional Materials;
• The Purchased Intellectual Property;
• The Purchased Product Records;
• The Transferred Inventory;
• All machinery, furniture, furnishings, fixtures, equipment, replacement parts and accessories and other tangible assets of every type and kind used or useable by Seller, whether owned or, if (and only if) Buyer is assuming the related lease, leased by Seller, all contract rights (including any express or implied warranties) with respect thereto, and all maintenance records and other documents relating thereto;
• All stationery, forms, brochures, art work, photographs, advertising materials, market research, product and service feedback, product and service reviews and focus group materials;
• All telephone and facsimile numbers presently used or reserved for use by Seller in all telephone books and directories;
• All of Seller’s files, books and records, documents, data, plans, proposals and other recorded knowledge;
• All Accounts Receivable of Seller and its Affiliates outstanding on the Closing Date, including the Accounts Receivable as set forth on the Closing Balance Sheet Statement, but excluding Uncollected Execution Date Accounts Receivable;
• All of the goodwill associated with Seller’s Product Business; and
• Any other assets, properties, rights and interests of Seller and its Affiliates that are associated with, relate to or are used in connection with the Products or the Product Business (other than any Excluded Assets, including any Excluded Assets identified on the Closing Balance Sheet Statement designated as not being transferred to Buyer).

Assets are more described on the attached PDF.