Assets of Surgical Equipment Wholesaler

Sale of assets of Integrated Healing Technologies, LLC, includes:

1. All inventory, supplies, and raw materials;
2. All equipment, machinery, furniture, fixtures, computer equipment, spare parts, tools and any other tangible personal property;
3. All purchase orders, accounts, accounts receivable, rights to payment, promissory notes, documents and instruments, except for the personal property that is currently located at Colson Auction;
4. All general intangibles, software and domain names;
5. All investment property including, but not limited to all stock in NovaBay Pharmaceuticals, Inc. ("NovaBay");
6. All foreign and domestic patents, patent applications, trademarks, servicemarks, and copyrights including, without limitation, the patents and trademarks described on Schedule 2.1(f) hereto, all trade names, domain names and trade secrets, all financial and marketing business data, pricing and cost information, business and marketing plans, customer and suppliers lists, licenses, goodwill and all other intangible or intellectual property (the “Intellectual Property”);
7. All of right, title and interest under the contracts listed on Schedule 2.1(g) hereto (the “Assigned Contracts”); provided, however, Buyer may in its sole and absolute discretion to remove any Assigned Contract from Schedule 2.1(g) prior to entry of the Sale Order and with respect to such Assigned Contract so removed from Schedule 2.1(g), Buyer will have no liability whatsoever;
8. To the extent assignable, all FDA approvals and/or clearances, and all permits (including all approvals, authorizations, licenses, orders, registrations, certificates, variances, exemptions and other similar permits or rights), obtained from any Governmental Body and all pending applications therefor;
9. Except as provided in Section 2.2 hereof, all rights or causes of action arising out of occurrences before or after the Closing and related to the Purchased Assets; and
10. Except as provided in Section 2.2 hereof, all books, records, ledgers, files, documents (including originally executed copies of written contracts), customer and supplier lists, correspondence, memoranda, forms, lists, documents relating to the Intellectual Property, advertising and promotional materials, studies, reports, sales and purchase correspondence, photographs, quality control records and procedures, equipment maintenance records, manuals and warranty information, research and development files, subject to Trustee’s rights under Section 7.3 Hereof.