Wholesale Plumbing Fixtures and Supplies Business

Sale of Assets of Crescent & Sprague Supply Co., Inc., describe as below:

1. all tangible assets, including but not limited to tooling, fixtures, equipment, computer systems and software, furniture, machinery, office equipment, furnishings and instruments;
2. all goodwill directly arising from, related to or resulting from the Business;
3. all Seller intellectual property assets; any and all of the following, as they exist throughout the world: (i) patents, patent applications of any kind, patent rights, inventions, discoveries and invention disclosures (whether or not patented) (collectively, “Patents”); (ii) rights in registered and unregistered trademarks, service marks, trade names, trade dress, logos, packaging design, slogans and internet domain names and registrations and applications for registration of any of the foregoing (collectively, “Marks”); (iii) registered and material unregistered copyrights in both published and unpublished works, and all copyright registrations and applications, and all derivatives, translations, adaptations and combinations of the above, including copyrights in (a) all design history files, (b) manufacturing instructions, and (c) all documents primarily related to the Seller’s products (the “Products”) and controlled by Seller (collectively, “Copyrights”); (iv) know-how, trade secrets, confidential or proprietary information, research in progress, algorithms, data, designs, processes, formulae, drawings, schematics, blueprints, flow charts, models, strategies, prototypes, techniques, customer lists and contact numbers/addresses, business strategies, forecasts, testing procedures and testing results (collectively, “Trade Secrets”); (v) any and all other intellectual property rights and/or proprietary rights relating to any of the foregoing; (vi) all licenses and other contracts under which Seller has sold, licensed, leased or otherwise transferred or granted any interest or rights to any Marks, Patents, Copyrights or Trade Secrets and (vii) goodwill, franchises, permits, consents, approvals, and claims of infringement and misappropriation against third parties.
4. all inventory including all inventory of the Products together with all inventory of raw materials, work-in-progress related to the Products and finished goods inventory of the Products, whether held at a location or facility of Seller (or of any other person on behalf of Seller) or in transit to or from Seller (or any such other person), any inventory on loan to or being used by any customers, clinicians or others for evaluation, testing or in conjunction with any studies or trials, including any inventory that is acquired by Seller between the date of the asset purchase agreement and closing date;
5. all rights in, under and contracts or leases assumed and assigned by the Seller, if any, relating to the Business;
6. all regulatory approvals to the extent transferable;
7. all manufacturing instructions; 
8. all other assets directly arising out of, relating to or resulting from the Business, of every nature whatsoever, tangible and intangible, and wherever located, such as any business records; customer lists; customer records and histories; customer invoices; lists of suppliers and vendors and all records relating thereto; list of sales agents; price lists; engineering drawings; clinical trial data and records; records with respect to production, engineering, and product development costs; advertising matter; catalogues; photographs; instruction manuals; sales literature and materials; purchasing materials; media materials; manufacturing and quality control records and procedures; research and development files; design history files; data and laboratory books and media materials and plates; and copies of all files relating to the Seller intellectual property assets, including all applications, registrations, assignments, correspondence to and from the United States Patent and Trademark Office and any other foreign patent and trademark offices, dockets, workbooks, legal opinions, prior art searches, notes, memoranda and other related information.
9. all books (excluding corporate minute books), documents, records of Seller and Seller’s affiliates as may exist on the closing date necessary to the Business as maintained by Seller; and,
10. the real estate owned by the Seller located at 1100 Greene Street, Marietta, Ohio 45750 (the “Real Estate”).