Assets of New Jersey Pharmaceutical Company

Sale of assets of Core Tech Solutions, Inc. which includes:

1. All Intellectual Property possessed or owned by seller or otherwise used by seller in the Business (whether or not protectable by patent, copyright or trade secret rights), including all art work, packaging, plates, emblems, logos and insignias, the corporate name “Core Tech Solutions, Inc.”, all associated registrations and applications, and all goodwill associated therewith, all technology, know-how, show-how, trade secrets, manufacturing processes, formulas, drawings, designs, schematics, specifications, algorithms, systems, forms, technical manuals, data, data bases, computer programs and software, passwords, object and source code, product information and development workin- progress and all documentary evidence of any of the foregoing (collectively, the “seller Intellectual Property”), and all rights and remedies related to the protection of interests in seller Intellectual Property and Confidential Information, including without limitation, all rights and remedies against infringement of any seller Intellectual Property and all rights and remedies against misappropriation or unauthorized use or disclosure of any seller Intellectual Property Rights or Confidential Information (including, without limitation, any rights and remedies under any agreements with employees, consultants, partners, licensees, distributors, other potential bidders for the Purchased Assets and other third parties), in each case whether such rights and remedies relate to acts or omissions occurring or arising before or after the closing date;
2. All tangible personal property;
3. All deposits and pre-paid expenses;
4. All telephone numbers, web sites and domain names and URL addresses used in connection with the business;
5. All vendor, distributor, service provider, contractor and customer relationships;
6. All permits, to the extent transferable;
7. All records and documentation (including without limitation all disks, tapes and other media-storage data and information) relating to its customers, distributors, partners and suppliers (including without limitation all customer, distributor and supplier lists and files), all current and historic records related to (and copies of) contracts (regardless of whether such contracts are active or have terminated or expired) and all other current and historic business records of the seller, except for the the seller records;
8. All goodwill, including without limitation, seller’s goodwill associated with all vendor, distributor, service provider, contractor, partner and customer Relationships;
9. All tax refunds, rebates, credits and similar items relating to any taxable period, or portion of any taxable period, and copies of all tax returns, supporting documentation related thereto, and records of any kind relating to taxes; All rights, claims or causes of action of the seller against third parties arising out of events occurring prior to the closing date (including, for the avoidance of doubt, those arising out of events occurring prior to the Petition Date) and relating to the Purchased Assets, including any rights under or pursuant to any and all warranties, representations and guarantees made by suppliers, manufacturers and contractors relating to products sold, or services provided, to seller, other than the causes of action; and
10. All other collateral other than Excluded Assets (as defined herein).