U.S. Seller shall sell, convey, assign and transfer to Buyer Parent, and Buyer Parent shall purchase and acquire from U.S. Seller, # the assets expressly identified as part of the Wilmington Assets and Liabilities and # the Transferred U.S. Intellectual Property, in each case free and clear of any Liens, other than Permitted Liens (clauses (i) and (ii), collectively, the “U.S. Assets”);

Non-U.S. IP Seller shall sell, convey, assign and transfer to Non-U.S. IP Buyer, and Non-U.S. IP Buyer shall purchase and acquire from Non-U.S. IP Seller, the Transferred Non-U.S. Intellectual Property, in each case free and clear of any Liens, other than Permitted Liens (collectively with the U.S. Assets, the “Assets”); (c) U.S. Seller shall assign and transfer to Buyer Parent, and Buyer Parent shall accept and assume, and shall pay, perform, discharge and satisfy, as and when due, all of the obligations and liabilities expressly identified as part of the Wilmington Assets and Liabilities, or arising in connection with the U.S. Assets (collectively, the “U.S. Assumed Liabilities”); and (d) Non-U.S. IP Seller shall assign and transfer to Non-U.S. IP Buyer, and Non-U.S. IP Buyer shall accept and assume, and shall pay, perform, discharge and satisfy, as and when due, all of the obligations and liabilities expressly identified as part of, or arising in connection with, the Transferred Non-U.S. Intellectual Property (collectively with the U.S. Assumed Liabilities, the “Assumed Liabilities”).