Biotechnology Company in West Virginia

Sale of substantially all of assets of the Protea Biosciences, Inc., including all of seller’s right, title and interest in and to all or substantially all of seller’s assets, excluding only the specifically identified Excluded Assets, and including, without limitation, the following:

• All equipment, vehicles, computer hardware and software and all other tangible personal property owned by the Seller, including, but not limited to, those items listed on Schedule 2.2(a)(ii) hereto (the “Equipment”);
• All of the Seller’s right, title and interest in and to all Assets, furniture, furnishings, fixtures, machinery, equipment, inventory, accounts, accounts receivable, chattel paper, books, records, files, papers, business rights, purchasing, accounting, sales, marketing and logistical records, leases, Contracts, general intangibles, and all other personal property of every kind, tangible and intangible, and any proceeds therefrom, whether owned by the Seller or used in connection with Seller’s Business and/or the ownership, maintenance and/or operation of the Seller’s property and Equipment, including, without limitation, all Personal Property identified on Schedule A/B filed by the Seller in the Bankruptcy Case (collectively, the “Personal Property”);
• Copies of all other books, records, files, papers, business rights and other documents (in whatever form, including computer files and software), including, without limitation, all inventory, purchasing, accounting, sales, marketing and logistical records (“Business Papers”), which relate directly or indirectly to the ownership, maintenance and operation of Equipment;
• Copies of any and all material Contracts, leases or permits to which Seller is a party to be assumed and assigned to, and/or renegotiated by, Buyer as part of the Transaction, and which Buyer does not otherwise expressly exclude in writing no less than ten (10) days prior to the date of the Sale Hearing, including, without limitation, those certain executory Contracts and unexpired leases listed on Schedule 2.2(a)(v) hereto (as may be amended from time to time by Buyer in its sole discretion) (collectively, the “Assumed Contracts”);
• All of Seller’s right, title and interest in and to Seller’s Intellectual Property;
• Copies of all Contracts, agreements, leases, licenses and/or other instruments pursuant to which Seller is granted a license to, or any rights under, any Intellectual Property of any thid party and/or pursuant to which Seller grants to any third party a license to, or any rights under, any of Seller’s Intellectual Property;
• All goodwill and other intangible assets associated with the Seller’s Business or the Purchased Assets;
• Any and all accounts receivable of the Seller;
• Any and all cash and cash equivalents owned by the Seller;
• copies of the Seller’s tax returns, copies of the articles of incorporation, the corporate seals and copies of the minute books;
• Any and all claims of the Seller to life insurance proceeds or cash surrender value of any of the Seller’s officers, directors or employees;
• Any and all existing, threatened and/or potential claims, of any nature whatsoever, that the Seller has against Buyer as a result of any action or inaction of Buyer occurring on or before the Closing Date;
• All other general intangibles and rights that are necessary for the transfer of the Purchased Assets to the Buyer, specifically including any and all options or other agreements for the Seller’s acquisition of adjacent or nearby real property including but not limited to those items listed on Schedule 2.2(a)(xiii), if any; and
• Any and all of Seller’s other assets related to the operation of the Seller’s Business and not specifically included herein as an Excluded Asset or otherwise excluded by Buyer prior no later than ten (10) days prior to the date of the Sale Hearing.