Therapeutic Medical Device Company in California

Sale of substantially all of assets of the Hemolife Medical, Inc., which includes:

• All equipment, accessories, machinery, apparatus and furniture owned by Seller, including, but not limited to, the equipment, accessories, machinery, apparatus and furniture identified on Schedule 2.1(a) attached hereto;
• All inventory and supplies owned by Seller, including, but not limited to, the inventory and supplies identified on Schedule 2.1(b);
• To the extent assignable under applicable legal requirements, all permits necessary for or incident to the operation of the Business;
• All of Seller’s rights under the Contracts listed or described on Schedule 2.1(d) (the “Assumed Contracts”);
• All of Seller’s rights under the leases listed or described on Schedule 2.1(e) (the “Assumed Leases”);
• All of Seller’s accounts receivable existing at the Closing;
• All of the intangible rights and property of Seller associated with the Business, including Seller’s Intellectual Property and all rights with respect thereto (including, specifically, the System Patent and all trade names, Trade Secrets and Trademarks related to the Business and the System Patent), telephone and telecopy listings, websites and domain names, going concern value and goodwill, and including, but not limited to, the Patent and Trademarks identified on Schedule 2.1(g) attached hereto;
• With respect to the Business, all existing documents of sales and service information, customer lists, payor and supplier lists, inventory records, machinery and equipment records, mailing lists, sales and purchasing materials, raw material preparation, operating systems and manufacturing procedures, operating specifications, contract manufacturing specifications and instructions, materials relating to regulatory compliance, employee policy manuals, books of account, customer records, employment and personnel records, purchase orders, correspondence, sales, brochures, advertising materials, samples and display materials;
• All claims of Seller against third parties relating to the Purchased Assets or the Assumed Liabilities, whether choate or inchoate, known or unknown, contingent or noncontingent, but excluding claims relating solely to Excluded Assets; and
• All rights of Seller relating to deposits and prepaid expenses paid by Seller to third parties relating to the Business.

Assets for sale is more described in attached PDF.