General Assignment and Bill of Sale

Schedule # - Form of Bill of Sale

The form of Bill of Sale, Assignment and Assumption Agreement attached to the Purchase Agreement as [Exhibit B] thereto is hereby replaced with the form of Bill of Sale, Assignment and Assumption Agreement attached hereto as [Exhibit A].

Bill of Sale BILL OF SALE FOR VALUE RECEIVED, the undersigned, ​, ​ (“​”), does hereby sell, transfer and assign to ​, ​ (“​”), the following items or personal property “AS IS” and “WITH ALL FAULTS” without warranty, express or implied, except as stated below:

A Bill of Sale to the Personalty duly executed by Seller.

A Bill of Sale in the form attached hereto as [Schedule 2];

A bill of sale in the form of [Exhibit B] executed by Seller.

it arises from a sale to an Affiliate, or from a sale on a bill and hold, guaranteed sale, sale or return, sale on approval, consignment, or other repurchase or return basis;

Accounts arising out of sales on a bill-and-hold, guaranteed sale, sale-or-return, sale on approval or consignment basis or subject to any right of return;

“Transaction Documents” means this Agreement, the Bill of Sale and Assignment, the Medexus Instruction Letter, and the Medexus Consent.