Assets of Wholesale Solar Energy Equipment Company

Sale of assets of GT Advanced Technologies, Inc. which includes:

1. all fixed assets (including machinery and equipment), tools, tooling, building improvements, furniture, fixtures, leasehold improvements, and office equipment and computer and lab equipment located in San Jose, California, or the Ishizaki (Thailand) Co. Ltd., location in Thailand (the “Equipment”);
2. all useable, saleable and marketable inventory (excluding inventory held on consignment) of finished products and work in progress for products, together with all useable, saleable and marketable raw materials, chemicals, consumables, prepaid parts and materials, spares, spare parts, stores, supplies, and advertising, promotional and packaging materials that are used primarily in the Business (collectively, the “Inventory”), including the Inventory as of January 29, 2016;
3. all prepaid expenses of either Seller relating primarily to the Business, including prepaid rent and expenses previously paid by either Seller under any of the Acquired Contracts (defined below) and security deposits and the rights relating thereto (collectively, the “Prepaid Expenses”), including the Prepaid Expenses as of January 29, 2016;
4. all intellectual property and assets primarily related to or primarily used in the Business (the “Intellectual Property”), and including: (i) patents and patent applications, patent disclosures and invention disclosures and all related continuation, continuation-in-part, divisional, reissue, re-examination, utility model, certificate of invention and design patents and patent applications, design registrations and applications for design registrations; (ii) trademarks and domain names (the “Trademarks”), the goodwill associated with such trademarks, service marks, logos, tradenames and corporate names and registrations and applications for registration thereof, copyrights and registrations and applications for registration thereof, including moral rights of authors; (iii) computer software and documentation, including all source code, object code and works-for-hire; (iv) trade secrets and confidential business information, whether patentable or non-patentable and whether or not reduced to practice, know-how, manufacturing and product processes and techniques, research and development information, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans, customer and supplier lists and information, Data (defined below) and internet protocol addresses; (v) other proprietary rights relating to any of the foregoing (including, without limitation, remedies against infringements thereof and rights of protection of interest therein under the laws of all jurisdictions); and (vi) copies and tangible embodiments thereof, including all books or records related thereto; (e) the contracts and leases used in the Business;
5. all rights that either Seller has to sue for past, present or future infringement, misappropriation or violation of rights related to the Intellectual Property (the “IP Claims”) and to retain any damages and profits due or accrued; provided that, should Buyer determine to commence proceedings in respect of an IP Claim that accrued or arose on or before the Closing (“Pre-Closing IP Claims”), Seller shall be entitled to fifty percent of any monies recovered by way of damages, profits, awards or otherwise, in respect of such Pre-Closing IP Claims (net of any costs); provided further that Seller shall have no right or standing to appear or participate in such proceedings or negotiations related thereto, but Buyer shall notify Seller of its intent to commence such a proceeding, provide a reasonably detailed description of the related Pre-Closing Claim, and provide Seller with quarterly updates regarding the proceeding until such proceeding has been closed, settled, or otherwise dismissed.
6. all rights that either Seller has (i) to collect royalties and other payments under or on account of any of the Intellectual Property and (ii) to collect or receive royalties on account of the Intellectual Property;
7. all invention assignment agreements, to the extent of either Seller’s rights to enforce provisions thereunder relating to assignment of inventions;
8. all confidentiality agreements and non-disclosure agreements, to the extent of either Seller’s rights to enforce provisions thereunder relating to the protection of confidential information, provided that, Sellers shall be under no obligation to collect, identify, schedule or otherwise enumerate the contracts or rights subject to this provision, nor shall Sellers be required to take any additional action to formalize the assignment of such rights. Subject to the terms hereof, Seller agrees to take commercially reasonable steps to cooperate with Buyer with respect to the enforcement of the rights validly transferred provided that, Seller makes no representation regarding the enforceability of any of the rights;
9. any rights to delivery of prepaid goods or services related to the Business;
10. all books and records to the extent related primarily to the Business, subject to the right of the Sellers to retain copies for businesses not related exclusively to the Business, legal or tax reasons, and to the extent transferable without violating the privacy rights of any employees;
11. any and all data and information to the extent relating primarily to the Business or the Purchased Assets (collectively, the “Data”) licensed, obtained or otherwise received, developed, generated or recorded by either Seller, including but not limited to any and all copies, reproductions, embodiments or versions of any information or data (whether in electronic, human or machine readable or executable form or any other format) in the possession, custody or control of either Seller or their respective representatives, or that either Seller or their respective representatives otherwise has the right to access;
12. all of the goodwill of the Business, including, without limitation, the exclusive right for Buyer to hold itself out as the owner of the Business;
13. all accounts receivable of either Seller from parties who are not Affiliates of either Seller relating primarily to the Business (the “Accounts Receivable”), which accounts receivable as of January 29, 2016;
14. all designs, drawings, specifications, bills of materials and vendor lists used or useable primarily in the Business;
15. all permits, licenses, registrations, certificates, orders, approvals, franchises, variances and similar rights used primarily in the Business (collectively, “Permits and Certificates”) issued by or obtained from any governmental, regulatory or administrative authority or agency, court or arbitrational tribunal (a “Governmental Entity”) or other party to the extent such Permits and Certificates are transferable; and
16. all guaranties, warranties, representations, indemnities and similar rights in favor of either Seller to the extent related to any Purchased Asset, provided that such rights shall not include guaranties, warranties, representations, indemnities and similar rights provided by or that are enforceable against an Affiliate of either Seller.