Asset Purchase Agreement. This Bill of Sale is being executed and delivered pursuant to Section 2.09(a)(i) of the Asset Purchase Agreement and is subject in all respects to the terms and conditions of the Asset Purchase Agreement, and all of the representations, warranties, covenants and agreements of the Seller and Buyer contained therein, all of which shall survive the execution and delivery of this Assignment Agreement in accordance with the terms of the Asset Purchase Agreement. Nothing contained herein shall supersede, amend, alter or modify (nor shall it be deemed or construed to supersede, amend, alter or modify) any of the terms or conditions of the Asset Purchase Agreement in any manner whatsoever. In the event of any conflict between the provisions of this Bill of Sale and the provisions of the Asset Purchase Agreement, the provisions of the Asset Purchase Agreement shall control and prevail.

Asset Purchase Agreement. This Bill of SaleAgreement is being executed and delivered pursuant to Section 2.09(a)(i) of the Asset Purchase Agreement and is subject in all respects to the terms and conditions of the Asset Purchase Agreement, and all of the representations, warranties, covenants and agreements of the Seller and Buyer contained therein, all of which shall survive the execution and delivery of this Assignment Agreement in accordance with the terms of the Asset Purchase Agreement. Nothing contained hereinin this Agreement shall, or shall supersede, amend,be deemed to, defeat, limit, alter or modify (nor shall it be deemedimpair, enhance or construed to supersede, amend, alterenlarge any right, obligation, claim or modify) any of the terms or conditions ofremedy created by the Asset Purchase Agreement in any manner whatsoever.Agreement. In the event of anya conflict between the provisions of this Bill of SaleAgreement and the provisions of the Asset Purchase Agreement, the provisions of the Asset Purchase Agreement shall control and prevail.