Assets of Women Clothing Store

Sale of all assets of Ascena Retail Group, Inc. which includes

1. to the extent assignable under applicable Law, all (i) Contracts (other than purchase orders) listed on Schedule 1.1(a)(i) of the Stalking Horse Purchase Agreement and (ii) purchase orders for Inventory that is designated exclusively for sale via the Business or the business of operating brick-and-mortar retail stores under a Transferred Trademark (the “Retail Business”) and that has not yet been delivered to Sellers’ distribution centers and is delivered during the period beginning on December 1, 2020 and ending on April 30, 2021, subject to a maximum aggregate purchase amount under such purchase orders of $20,000,000, which purchase orders are either listed on Schedule 1.1(a)(ii) of the Stalking Horse Purchase Agreement or are entered into after the date hereof in accordance with Section 6.1(b) of the Stalking Horse Purchase Agreement (collectively, the “Assigned POs”; the Contracts and the Assigned POs to be assigned to Purchaser in accordance with the terms of this Agreement shall be referred to herein as the “Assigned Contracts”);
2. all interests of Sellers in and to all Intellectual Property exclusively used or held for use in the Business and the Retail Business, including the following: (I) copyright registrations set forth on Schedule 1.1(b)(i) of the Stalking Horse Purchase Agreement; (ii) internet domain name registrations and social media accounts set forth on Schedule 1.1(b)(ii) of the Stalking Horse Purchase Agreement; (iii) (A) patents and patent applications listed on Schedule 1.1(b)(iii) of the Stalking Horse Purchase Agreement (all such patents and patent applications, collectively, “Scheduled Patents”); and (B) reissues, reexaminations, continuations, continuations in part (only with respect to subject matter disclosed in the Scheduled Patents), divisionals, requests for continuing examinations or continuing prosecution applications, or design registrations of any Scheduled Patent; (iv) Trademark registrations and applications for registration set forth on Schedule 1.1(b)(iv) of the Stalking Horse Purchase Agreement (the “Transferred Trademarks”), including, to the extent in Sellers’ possession, the historical trademark file for each; and (v) the name “Justice” or any derivation thereof, in each case to the extent assignable under applicable Law (the assets described in this Section 1.1(b) of the Stalking Horse Purchase Agreement, collectively, the “Transferred Intellectual Property”);
3. all rights to collect royalties and proceeds in connection with the Transferred Intellectual Property with respect to the period from and after the Closing, all rights to sue and recover for past, present and future infringements, dilutions, misappropriations of, or other conflicts with, the Transferred Intellectual Property and any and all corresponding rights that, now or hereafter, may be secured throughout the world with respect to the Transferred Intellectual Property;
4. to the extent transferable under applicable Law (including as an asset that is part of an acquisition, bankruptcy, or other transaction under the exemption from the definition of “sale” set forth in California Civ. Code Section 1798.140(t)(2)(D)) and Sellers’ privacy policy attached hereto as Schedule 6.11 of the Stalking Horse Purchase Agreement, the Customer Data (for clarity, it is understood and agreed by Purchaser that Sellers and its Affiliates may have, now or in the future, certain data, pertaining to current, former or prospective customers of one or more of such Sellers or Affiliates that is similar or identical to certain Customer Data (e.g., an individual may be a customer or prospective customer of both the Business and Sellers’ or one or more of their Affiliates’ other businesses)) and nothing in the Stalking Horse Purchase Agreement shall be deemed to transfer, assign or convey any rights to Purchaser with respect to such data that relates to such other businesses (such data of Sellers and Affiliates of Sellers being referred to as “Other Data”) or to in any way restrict the use of any Other Data by any Seller or Affiliates of Sellers (or by their successors or assigns); and
5. to the extent transferable under applicable Law (including as an asset that is part of an acquisition, bankruptcy, or other transaction under the exemption from the definition of “sale” set forth in California Civ. Code Section 1798.140(t)(2)(D)) and Seller’s privacy policy attached hereto as Schedule 6.11 of the Stalking Horse Purchase Agreement, all Documents (except as expressly excluded in Section 1.2 of the Stalking Horse Purchase Agreement) to the extent used or held for use in the Business or the Retail Business.