Exhibit 2.1

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

BY AND BETWEEN

PFIZER, INC.

as Purchaser,

and

BIND THERAPEUTICS, INC.

as Seller

Dated as of July 1, 2016

TABLE OF CONTENTS

Page ARTICLE I. DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Terms Defined Elsewhere in this Agreement 11 ARTICLE II. ACQUISITION AND TRANSFER OF ASSETS; ASSUMPTION OF LIABILITIES 13 2.1 Acquisition and Transfer of Acquired Assets 13 2.2 Excluded Assets 16 2.3 Assumption of Liabilities 18 2.4 Excluded Liabilities 18 2.5 Assignment of Contracts and Rights 20 2.6 Limitations on Assignability 20 2.7 Executory Contract Designation 21 2.8 Additional Assigned Contracts 22 ARTICLE III. CONSIDERATION 23 3.1 Consideration 23 3.2 Deposit Escrow 23 3.3 Holdback 24 ARTICLE IV. CLOSING AND TERMINATION 25 4.1 Closing 25 4.2 Closing Deliveries by Seller 25 4.3 Closing Deliveries by Purchaser 26 4.4 Termination of Agreement 27 4.5 Procedure Upon Termination 28 4.6 Effect of Termination 29 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF SELLER 29 5.1 Organization 29 5.2 Authorization and Validity 30 5.3 No Conflict 30 5.4 Permits 30 5.5 Law and Legal Proceedings 31 5.6 Environmental Matters 31 5.7 Material Contracts 31 5.8 Intellectual Property 32 5.9 Title to Assets; Sufficiency 37 5.10 Real Property 37 5.11 No Brokers or Finders 39 5.12 Financial Statements 39 5.13 Compliance with Laws; Regulatory Matters 40

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5.14 Absence of Undisclosed Liabilities 42 5.15 Absence of Certain Developments 42 5.16 Preemptive Rights 43 5.17 Tax Returns; Taxes 43 5.18 Employees 44 5.19 Seller Plans 45 5.20 Insurance Policies 45 5.21 No Other Representations or Warranties; Disclosure Schedules 45 ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF PURCHASER 46 6.1 Organization 46 6.2 Authorization and Validity 46 6.3 No Conflict 47 6.4 Law and Legal Proceedings 47 6.5 Investigation by Purchaser 47 6.6 Adequate Assurances Regarding Assigned Contracts 47 ARTICLE VII. EMPLOYEES 48 7.1 Employee Matters 48 7.2 Excluded Plans 48 7.3 COBRA and Benefits Coverage 48 7.4 Other Obligations. 48 7.5 No Third-Party Beneficiaries 49 ARTICLE VIII. BANKRUPTCY COURT MATTERS 49 8.1 Competing Bid and Other Matters 49 8.2 Sale Order 50 8.3 Breakup Fee and Expense Reimbursement; Remedies 51 8.4 Seller Indemnification 52 ARTICLE IX. COVENANTS AND AGREEMENTS 52 9.1 Conduct of Business of Seller 52 9.2 Access to Information 55 9.3 Rejected Contracts 57 9.4 Further Agreements 57 9.5 Further Assurances 58 9.6 Preservation of Records 59 9.7 Publicity 60 9.8 Notification of Certain Matters 60 9.9 Insurance Policies 60 9.10 Regulatory Affairs 60 9.11 Recharacterization 61 9.12 Sale Process 61 ARTICLE X. CONDITIONS TO CLOSING 61 10.1 Conditions Precedent to the Obligations of Purchaser and Seller 61 10.2 Conditions Precedent to the Obligations of Seller 61

10.3 Conditions Precedent to the Obligations of Purchaser 62 10.4 Failure Caused by Partys Failure to Comply 63 ARTICLE XI. TAXES 63 11.1 Additional Tax Matters 63 ARTICLE XII. MISCELLANEOUS 65 12.1 Payment of Expenses 65 12.2 Survival of Representations and Warranties; Survival of Confidentiality 65 12.3 Entire Agreement; Amendments and Waivers 65 12.4 Counterparts 65 12.5 Governing Law 66 12.6 Jurisdiction, Waiver of Jury Trial 66 12.7 Notices 66 12.8 Binding Effect; Assignment 67 12.9 Severability 68 12.10 Non-Recourse 68 12.11 Time of the Essence 68 12.12 Miscellaneous 68

EXHIBITS

Exhibit A Form of Bill of Sale Exhibit B Form of Assignment and Assumption Agreement Exhibit C Form of Escrow Agreement Exhibit D Trademark and Domain Name Assignment

SCHEDULES

Schedule 1.1(ll) Knowledge of Seller Schedule 1.1(qq) Non-Assumed Contracts Schedule 2.1 Acquired Assets Schedule 2.1(d) Assigned Contracts Schedule 2.1(k) Subsidiaries Schedule 2.2 Excluded Assets Schedule 2.2(b) Excluded Contracts Schedule 2.3 Assumed Liabilities Section 5.4 Permits, Government Consents and Approvals Section 5.5 Law and Legal Proceedings Section 5.7 Material Contracts Section 5.8(a)(i) Registered Intellectual Property Section 5.8(a)(ii) Unregistered Intellectual Property Section 5.8(a)(iii) Software Section 5.8(b) Intellectual Property Section 5.8(c) Intellectual Property Section 5.8(d) Intellectual Property Section 5.8(e) Intellectual Property Section 5.8(f) Third Party Licenses Section 5.8(g) Third Party Licenses Section 5.8(h) Intellectual Property Section 5.8(i) Intellectual Property Section 5.8(j) Intellectual Property Section 5.8(m) Intellectual Property Section 5.8(n) Intellectual Property Section 5.8(o) Intellectual Property Section 5.8(p) Intellectual Property Section 5.8(q) IT Assets Section 5.9 Title to Assets Section 5.10(a) Real Estate Lease Section 5.10(f) Improvements Section 5.11 No Brokers or Finders Section 5.12 Financial Statements Section 5.13(a) Compliance with Laws; Regulatory Matters Section 5.13(d) Compliance with Laws; Regulatory Matters Section 5.13(e) Compliance with Laws; Regulatory Matters Section 5.13(g) Compliance with Laws; Regulatory Matters Section 5.13(h) Compliance with Laws; Regulatory Matters

Section 5.14 Absence of Undisclosed Liabilities Section 5.15 Absence of Certain Developments Section 5.17 Tax Returns; Taxes Section 5.18(b) Employees Section 5.19 Seller Benefit Plans Section 5.19(e) Seller Benefit Plans Section 5.20(a) Insurance Policies Section 5.20(b) Insurance Policies Schedule 9.1(a) Conduct of Business of Seller Schedule 9.1(b)(ix) Certain Employees

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this  Agreement ), dated as of July 1, 2016 (the  Execution Date ), is made and entered into by and among PFIZER, INC., a Delaware corporation ( Purchaser ), and BIND THERAPEUTICS, INC., a Delaware corporation ( Seller ). Certain capitalized terms used herein are defined in Article I .

RECITALS

WHEREAS, Purchaser desires to acquire substantially all of the assets of Seller used in connection with the operation of the Business on the terms and conditions set forth herein;

WHEREAS, Seller has commenced a case (the  Chapter 11 Case ) under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. § 101 et seq . (the  Bankruptcy Code ) in the United States Bankruptcy Court for the District of Delaware (the  Bankruptcy Court );

WHEREAS, Seller will file a motion (the  Sale Motion ) with the Bankruptcy Court seeking an order approving certain bidding procedures in connection with the sale of substantially all of Sellers assets (the  Bidding Procedures Order ) and an order approving the sale contemplated by this Agreement (the  Sale Order ); and

WHEREAS, in connection with the Chapter 11 Case and subject to the terms and conditions contained herein and in the Sale Order approving the bid of the Purchaser as the highest or otherwise best bid by the Bankruptcy Court, and subject to the terms and conditions thereof, Seller shall transfer and assign to Purchaser, and Purchaser shall acquire and accept from Seller, pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, the Acquired Assets and shall assume from Seller the Assumed Liabilities, all as more specifically provided herein and in the Sale Order.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Purchaser and Seller hereby agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Certain Definitions . For purposes of this Agreement, the following terms used in this Agreement shall have the respective meanings assigned to them below:

(a)  Accounts Receivable  means (i) any and all accounts receivable, trade accounts and other amounts (including overdue accounts receivable) owed to Seller relating to, or arising in connection with the operation and conduct of, the Business and any other similar rights of Seller to payment from third parties and the full benefit of all security

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for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of services rendered, in each case owing to Seller, and any return of premiums or other funds relating to or arising from any insurance policies listed in Section 5.20(a) of the Seller Disclosure Schedule (except with respect to insurance proceeds for which there is an administrative claim against Seller or with respect to facts, events or circumstances directly related to Excluded Assets and Excluded Liabilities arising after the Closing); (ii) all other accounts or notes receivable of Seller and the full benefit of all security for such accounts or notes receivable; and (iii) any and all claims, remedies or other rights relating to any of the foregoing, together with any interest or unpaid financing charges accrued thereon, in each case that have not been satisfied or discharged prior to the close of business on the day immediately preceding the Closing Date or have not been written off or sent to collection in the Ordinary Course of Business prior to the close of business on the day immediately preceding the Closing Date (it being understood that the receipt of a check prior to the close of business on the day immediately preceding the Closing Date shall constitute satisfaction or discharge of the applicable account or note receivable to the extent of the payment represented thereby), but excluding any Reimbursement Receivables and VAT Reimbursements.

(b)  Acquired Names  means the Trademarks of Seller which are exclusively used in connection with the Business.

(c)  Affiliate  means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term  control  (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

(d)  Alternative Transaction  means (i) a transaction or series of transactions pursuant to which Seller sells, transfers, leases or otherwise disposes of, directly or indirectly, all or a material portion of the Acquired Assets to a third party other than Purchaser (or an Affiliate of Purchaser), or (ii) the filing of a chapter 11 plan by Seller or anyone else that does not contemplate the sale of the Acquired Assets to Purchaser (or an Affiliate of Purchaser) in accordance with the terms hereof.

(e)  Ancillary Agreements  means, collectively, the agreements or instruments to be executed in connection with the transactions contemplated by this Agreement, including the Bill of Sale, the Assignment and Assumption Agreement, and the Trademark and Domain Name Assignment.

(f)  Auction  has that meaning ascribed to such term by the Bidding Procedures Order.

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(g)  Avoidance Action  means any and all claims, rights and causes of action of Seller arising under the Bankruptcy Code or similar federal, state or local laws, including under Chapter 5 of the Bankruptcy Code and similar state laws.

(h)  Bankruptcy Rules  means the Federal Rules of Bankruptcy Procedure.

(i)  Breakup Fee  means a cash fee equal to Five Hundred and Ninety-Two Thousand, Five Hundred United States Dollars (US$592,500.00).

(j)  Business  means the business of developing novel targeted therapeutics, primarily for the treatment of cancer.

(k)  Business Day  means any day other than a Saturday, Sunday or a legal holiday on which banking institutions in the State of New York are not required to open.

(l)  Cash and Cash Equivalents  means all of Sellers cash (including petty cash but excluding any checks that remain uncashed or uncleared prior to the close of business on the Closing Date), checking account balances, marketable securities, certificates of deposits, time deposits, bankers acceptances, commercial paper and government securities and other cash equivalents.

(m)  Claim  has the meaning set forth in Section 101(5) of the Bankruptcy Code.

(n)  Code  means the Internal Revenue Code of 1986, as amended.

(o)  Contract  means any written or oral contract, lease, purchase order, service order, sales order, or instrument or other agreement, arrangement or commitment that is binding upon a Person or its property (excluding any Insurance Policies), and any amendments, modifications or supplements thereto.

(p)  Cure Costs  means the amounts necessary to cure all defaults, if any, and to pay all actual pecuniary losses, if any, that have resulted from such defaults, under the Assigned Contracts, in each case as of the Petition Date and to the extent required by Section 365(b) of the Bankruptcy Code and any Order of the Bankruptcy Court approving the assumption and assignment of the Assigned Contracts, which amounts (if not already paid or to be paid in the Ordinary Course of Business pursuant to an Order of the Bankruptcy Court) shall have been identified to Purchaser in writing.

(q)  Documents  means all of Sellers written files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, forecasts, plans, operating records, safety and environmental reports, data, studies and documents, Tax Returns, ledgers, journals, title policies, customer lists, regulatory filings, operating data and plans, research material, technical documentation (design specifications,

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engineering information, test results, maintenance schedules, functional requirements, operating instructions, logic manuals, processes, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), marketing documentation (sales brochures, flyers, pamphlets, web pages, etc.), and other similar materials related to, used in, or held for use in connection with the Business or any of the Acquired Assets, in each case whether or not in electronic form.

(r)  Employee  means an individual who, as of the applicable date, is employed by, or engaged to provide services as an employee to, Seller in connection with the Business.

(s)  Encumbrance  means any lien, encumbrance, Claim, right, demand, charge, mortgage, deed of trust, option, pledge, security interest or similar interest, title defect, hypothecation, easement, right of way, restrictive covenant, condition, restriction, encroachment, rights of first refusal, preemptive right, judgment, conditional sale or other title retention agreements and other imposition, imperfection or defect of title or restriction on transfer or use of any nature whatsoever, whether secured or unsecured, choate or inchoate, filed or unfiled, scheduled or unscheduled, recorded or unrecorded, contingent or non-contingent, material or non-material, known or unknown.

(t)  Environmental Laws  means all Laws relating to pollution or protection of health, natural resources or the environment, or the generation, use, treatment, storage, handling, transportation or Release of, or exposure to, Hazardous Materials, including, without limitation, the Federal Water Pollution Control Act (33 U.S.C. §1251 et seq .), Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq .), Safe Drinking Water Act (42 U.S.C. §3000(f) et seq .), Toxic Substances Control Act (15 U.S.C. §2601 et seq .), Clean Air Act (42 U.S.C. §7401 et seq .), Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et seq .) and other similar U.S. or foreign federal, state, provincial and local statutes.

(u)  Environmental Permits  means all Permits issued pursuant to Environmental Laws.

(v)  ERISA  means the Employee Retirement Income Security Act of 1974, as amended, and any similar foreign Laws.

(w)  ERISA Affiliate  means any entity which is, or at any relevant time within the past six (6) years was, a member of (A) a controlled group of corporations (as defined in Section 414(b) of the Code), (B) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (C) an affiliated service group (as defined under Section 414(m) of the Code), any of which includes or included Seller, but the term ERISA Affiliate does not include Seller.

(x)  Escrow Agent  means Prime Clerk LLC.

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(y)  Escrow Agreement  means the Escrow Agreement of even date herewith entered into by and among Purchaser, Seller and the Escrow Agent, substantially in the form attached hereto as Exhibit C .

(z)  Final Order  means an Order or judgment of the Bankruptcy Court or any other court of competent jurisdiction entered by the Clerk of the Bankruptcy Court or such other court on the docket in Sellers Chapter 11 Case or the docket of such other court, which has not been modified, amended, reversed, vacated or stayed and as to which (i) the time to appeal, petition for certiorari, or move for a new trial, reargument or rehearing has expired and as to which no appeal, petition for certiorari or motion for new trial, reargument or rehearing shall then be pending or (ii) if an appeal, writ of certiorari, new trial, reargument or rehearing thereof has been sought, such Order or judgment of the Bankruptcy Court or other court of competent jurisdiction shall have been affirmed by the highest court to which such Order was appealed, or certiorari shall have been denied, or a new trial, reargument or rehearing shall have been denied or resulted in no modification of such Order, and the time to take any further appeal, petition for certiorari or move for a new trial, reargument or rehearing shall have expired, as a result of which such Order shall have become final in accordance with Rule 8002 of the Bankruptcy Rules; provided, that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed relating to such Order, shall not cause such Order not to be a Final Order

(aa)  GAAP  means United States generally accepted accounting principles as in effect from time to time.

(bb)  Governmental Body  means any government, quasi-governmental entity, or other governmental or regulatory body, agency or political subdivision thereof of any nature, whether foreign, federal, state, provincial or local, or any ministry agency, branch, department, official, entity, instrumentality or authority thereof, or any court or arbitrator (public or private) or any judicial, quasi-judicial or administrative body, or any regulatory body of applicable jurisdiction.

(cc)  Hazardous Materials  means petroleum and all derivatives thereof or synthetic substitutes therefor, asbestos and asbestos containing materials, and any and all materials, substance or waste now or hereafter defined, listed, designated or classified as, or otherwise determined to be, hazardous wastes, hazardous substances, toxic substance, radioactive, solid wastes, or toxic (or words of similar meaning) under or pursuant to or otherwise listed or regulated pursuant to any Environmental Law.

(dd)  Holdback  means a cash amount equal to One Million Nine Hundred Seventy Five Thousand United States Dollars (US$1,975,000).

(ee)  Holdback Deposit  means a cash amount equal to the Holdback less any amounts paid out paid by the Escrow Agent in accordance with Section 8.4.

(ff)  Holdback Period  means a period starting on the Closing Date and ending on December 1, 2016.

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(gg)  Indebtedness  of any Person means, without duplication, (i) the interest in respect of, principal of and premium (if any) in respect of (x) indebtedness of such Person for money borrowed and (y) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including the current portion of such indebtedness; (ii) all obligations of such Person issued or assumed as the deferred purchase price of property, goods or services; (iii) all obligations of such Person under leases required to be capitalized in accordance with GAAP; (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers acceptance or similar credit transaction; (v) all obligations of the type referred to in clauses (i) through (iv) of any Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations; and (vi) all obligations of the type referred to in clauses (i) through (v) of other Persons secured by any Encumbrance (other than Permitted Encumbrances), on any property or asset of such Person (whether or not such obligation is assumed by such Person).

(hh)  Intellectual Property Rights  means all intellectual property and proprietary rights of any kind, including the following: (i) Trademarks; (ii) Patents, utility models and industrial design registrations (and all continuations, divisionals, continuations in part, provisionals, renewals, reissues, re-examinations and applications for any of the foregoing); (iii) copyrights and copyrightable subject matter (including any registrations and applications for any of the foregoing); (iv) Trade Secrets (wherein Trade Secrets means trade secrets and any other confidential or proprietary business information, including manufacturing and production processes and techniques, ideas, research and development and information related thereto, technology, drawings, formulations of products, specifications, designs, plans, proposals, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans, customer and supplier lists and information, know-how, proprietary processes, formulae, algorithms, models, and methodologies); (v) Software; (vi) internet addresses, uniform resource locaters, domain names, websites and web pages; (vii) goodwill related to all of the forgoing; and (viii) all rights to sue for past, present and future infringement, misappropriation, dilution or other violation of any of the foregoing and all remedies at law or equity associated therewith.

(ii)  Inventory  means all raw materials, work-in-process, finished goods, supplies, samples (including samples held by sales representatives), components, packaging materials, and other inventories to which Seller has title that are in the possession or custody of Seller or, solely with respect to inventories to which Seller has title, any third party to the extent used or held for use in connection with any of the Acquired Assets or the Business.

(jj)  IT Assets  means all of Sellers computers, Software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology equipment and elements, and all associated documentation that are used, or held for use, in connection with the operation of the Business.

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(kk)  Key Employees  means those Employees of Seller designated in a writing to be delivered by Purchaser to Seller no later than July 11, 2016, as being critical to the ongoing operation of the Business from and after Closing, and with respect to which the entry of employment agreements between such Employees and Purchaser on terms and conditions satisfactory to Purchaser shall be a condition hereunder to Purchasers obligation to consummate the transactions contemplated by this Agreement (unless waived by Purchaser in accordance herewith).

(ll)  Knowledge of Seller  (or  Sellers Knowledge ) means the actual knowledge, after reasonable inquiry ( knowledge  for the avoidance of doubt shall include such inquiry that a prudent business person would have made in order to gain full understanding and determination of the accuracy of such fact or matter), of those persons listed on Schedule 1.1(ll) .

(mm)  Laws  (and each, a  Law ) means all federal, state, provincial, local or foreign laws, statutes, common law, rules, codes, regulations, restrictions, ordinances, Orders, decrees, approvals, directives, judgments, rulings, injunctions, writs and awards of, or issued, promulgated, enforced or entered by, any and all Governmental Bodies, or court of competent jurisdiction, or other legal requirement or rule of law, including common law.

(nn)  Legal Proceeding  means any judicial, administrative or arbitral actions, suits, proceedings (public or private) or claims or any proceedings by or before a Governmental Body.

(oo)  Liability  means, as to any Person, any debt, adverse claim, liability, duty, responsibility, obligation, commitment, assessment, cost, expense, loss, expenditure, charge, fee, penalty, fine, contribution or premium of any kind or nature whatsoever, whether known or unknown, asserted or unasserted, absolute or contingent, direct or indirect, accrued or unaccrued, liquidated or unliquidated, or due or to become due, including all costs and expenses relating thereto.

(pp)  Material Adverse Effect  means any change, effect, event, occurrence, development, circumstance or state of facts (i) which has had or would reasonably be expected to have a materially adverse effect on the business, properties, operations or financial condition of the Business or Seller, or which would materially impair Sellers ability to perform its obligations under this Agreement or have a materially adverse effect on or prevent or materially delay the consummation of the transactions contemplated by this Agreement or (ii) which could reasonably be expected to result in criminal proceedings against Seller or, with respect to the Business, against any current director or officer of Seller; provided , however , that changes in the business, properties, operations or financial condition of the Business or Seller arising by reason of any of the following shall not constitute a material adverse effect under clause (i) above: (A) the filing of a voluntary petition under Chapter 11 of the Bankruptcy Code or the effect, directly or indirectly, of such filing; (B) changes in conditions in the U.S. or global economy or capital or financial markets generally, including changes in interest or exchange rates; (C) factors generally affecting the

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industries or markets in which Seller operates; (D) changes in general legal, tax, regulatory, political or business conditions that, in each case, generally affect the geographic regions or industries in which Seller conducts its Business; (E) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement; (F) changes in, or required by, applicable Law or GAAP; and (G) any action taken by Seller or its Affiliates at the express written request of Purchaser or its Affiliates; except, in the cases of clauses (B), (C), (D), (E) and (F), to the extent that Seller is disproportionately affected thereby as compared with other participants in the geographic regions or industries in which Seller operates.

(qq)  Non-Assumed Contracts  means any Contracts to which Seller is a party but that are not Assigned Contracts, including, without limitation, the Contracts set forth on Schedule 1.1(qq) .

(rr)  Order  means any order, writ, judgment, injunction, decree, stipulation, determination, decision, verdict, ruling, subpoena, or award entered by or with any Governmental Authority (whether temporary, preliminary or permanent).

(ss)  Ordinary Course of Business  means the ordinary and usual course of day-to-day operations of the Business consistent with past practice and in accordance with applicable Law.

(tt)  Patents  means all patents, registrations, invention disclosures and patent applications, including divisionals, provisionals, non-provisionals, continuations, continuations-in-part, renewals, supplementary protection certificates, extensions, reissues and reexaminations thereof, and all patents that may issue on such applications in any patent office in any country in the world.

(uu)  Permits  means all licenses, permits (including environmental, construction and operation permits), provider numbers, franchises, certificates, approvals, consents, waivers, clearances, exemptions, classifications, registrations, orders and other similar documents and authorizations issued by any Governmental Body and/or any self-regulatory body or organization to or for the benefit of Seller and used, or held for use, in connection with the operation of the Business or applicable to ownership of the Acquired Assets or assumption of the Assumed Liabilities.

(vv)  Permitted Encumbrances  means: (a) statutory Encumbrances for current Taxes, assessments and other Governmental Body charges that are not yet due and payable; (b) mechanics, materialmens, warehousemans and similar Encumbrances that relate to Assumed Liabilities; (c) such covenants, conditions, restrictions, easements, encroachments or encumbrances, or any other state of facts, that do not materially interfere with the present occupancy of the Leased Real Property or the use of such Leased Real Property; (d) zoning, building codes and other land use Laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental

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Body having jurisdiction over real property; and (e) a lessors interest in, and any mortgage, pledge, security interest, Encumbrance (statutory or other) or conditional sale agreement on or affecting a lessors interest in, property underlying the Real Estate Lease or leases for personal property.

(ww)  Person  means an individual, corporation, partnership, limited liability company, unlimited liability company, joint venture, association, trust, unincorporated organization, labor union, estate, Governmental Body or other entity or group.

(xx)  Petition Date  means the date on which Seller commenced the Chapter 11 Case.

(yy)  Real Estate Lease  means all of Sellers rights, title and interests under that certain lease of real property located at 325 Vassar Street, Cambridge, Massachusetts 02139 leased by Seller.

(zz)  Regulatory Negative Event  means any current, pending or threatened, claim, suit, proceeding, hearing, enforcement action, audit, investigation, arbitration, injunction, order, notice, or other action, whether informal or formal, from any Governmental Body, including, without limitation, the FDA, the Centers for Medicare & Medicaid Services, and the U.S. Department of Health and Human Services Office of Inspector General, alleging material non-compliance by, or liability of, Seller under any Health Care Laws.

(aaa)  Regulatory Approvals  means any consents, waivers, approvals, Orders, Permits or authorizations of any Governmental Body required in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereunder.

(bbb)  Reimbursable Expenses  means and includes all reasonable out-of-pocket costs, fees and expenses incurred or to be incurred by Purchaser or its Affiliates in connection with evaluating, negotiating, documenting and performing the transactions contemplated by this Agreement (including fees, costs and expenses of any professionals (including financial advisors, outside legal counsel, accountants, experts and consultants) retained by Purchaser or its Affiliates in connection with or related to the authorization, preparation, investigation, negotiation, execution and performance of this Agreement, the transactions contemplated hereby, including the Chapter 11 Case and other judicial and regulatory proceedings related to such transactions); provided , that, the Reimbursable Expenses shall not exceed Two Hundred and Fifty Thousand United States Dollars (US$250,000).

(ccc)  Release  means, with respect to any Hazardous Material, any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or migrating into or through any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air.

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(ddd)  Sale Hearing  means the hearing before the Bankruptcy Court to approve this Agreement and seeking entry of the Sale Order.

(eee)  Sale Motion  means the motion to be filed with the Bankruptcy Court entitled Motion, Pursuant to Bankruptcy Code Sections 105(a), 363, 365, 503, and 507 and Bankruptcy Rules 2002, 3007, 6004, 6006, 9007, and 9014, for Entry of (A) Order (I) Approving Bidding Procedures in Connection with Sale of Assets of the Debtor, (II) Approving Form and Manner of Notice, (III) Scheduling Auction and Sale Hearing, (IV) Authorizing Procedures Governing Assumption and Assignment of Certain Contracts and Unexpired Leases, and (V) Granting Related Relief issued by the Bankruptcy; and (B) Order (I) Approving Purchase Agreement, (II) Authorizing Sale Free and Clear of All Liens, Claims, Encumbrances, and Other Interests, and (III) Granting Related Relief, including all exhibits, schedules and attachments thereto, all of which shall be in form and substance reasonably acceptable to Purchaser.

(fff)  Seller Intellectual Property Rights  means all Intellectual Property Rights owned by Seller, licensed by Seller to use, or which the Seller has the right to use necessary for the conduct of the Business substantially in the manner currently conducted.

(ggg)  Seller Plan  means (i) whether or not they are subject to ERISA, all material employee benefit plans (as defined in Section 3(3) of ERISA), including all employee benefit plans which are pension plans (as defined in Section 3(2) of ERISA) and any other material written employee benefit arrangements or payroll practices (including, without limitation, severance pay, vacation pay, company awards, salary continuation for disability, critical illness, sick leave, death benefit, hospitalization, welfare benefit, employment insurance, weekly indemnity, supplemental unemployment benefit, group or individual health, dental, medical, life insurance, survivor benefit, deferred compensation, profit sharing, retirement, bonus or other incentive compensation, deferred compensation, equity based compensation arrangements or policies) and (ii) all written employment, termination, bonus, severance, change in control or other similar contracts (other than those just offering at-will employment without severance), in each case with respect to which Seller has any Liability or obligation with respect to current or former directors, officers, consultants and Employees.

(hhh)  Software  means computer software, programs and databases in any form, including Internet web sites, web content and links, source code, executable code, tools, developers kits, utilities, graphical user interfaces, menus, images, icons and forms, and all versions, updates, corrections, enhancements and modifications thereof, and all related documentation, developer notes, comments and annotations related thereto.

(iii)  Subsidiary  means, with respect to any Person, (a) any other Person that directly, or indirectly through one or more intermediaries, is controlled by such Person; or (b) any other Person where a majority of its equity interests are held, directly, or indirectly through one or more intermediaries, by such Person. For purposes of this definition, control (including, with correlative meaning, the terms controlling and controlled)

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means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

(jjj)  Tax  and  Taxes  mean any and all taxes, charges, fees, tariffs, duties, impositions, levies or other assessments, imposed by any Laws or Governmental Body, and including any interest, penalties or additional amounts attributable to, imposed upon, or with respect thereto.

(kkk)  Tax Period  means any period prescribed by any Laws or Governmental Body for which a Tax Return is required to be filed or a Tax is required to be paid.

(lll)  Tax Return  means any return, report, information return, declaration, claim for refund or other document (including any schedule or related or supporting information) supplied or required to be supplied to any Governmental Body with respect to Taxes, including attachments thereto and amendments thereof.

(mmm)  Trademarks  means trademarks, service marks, trade names, slogans, logos, trade dress, internet domain names, uniform resource identifiers, rights in design, brand names, and other similar designations of source or origin, including unregistered and common law rights in the foregoing, together with all translations, adaptations, derivations, and combinations thereof, all goodwill connected with the use thereof and symbolized thereby, and all registrations and applications to register the foregoing, and all renewals thereof, in any country in the world.

(nnn)  WARN Act  means the Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. §2101 et seq , or any applicable similar state, provincial or local law which impose obligations in circumstances of mass termination.

1.2 Terms Defined Elsewhere in this Agreement . For purposes of this Agreement, the following terms have meanings set forth in the sections indicated:

Term Section Acquired Assets 2.1 Acquired Intellectual Property Rights 2.1(f) Agreement Preamble Allocation Schedule 11.1(b) Assigned Contract Assumption Notice 2.8(a) Assigned Contracts 2.1(d) Assignment and Assumption Agreement 4.2(b) Assumed Liabilities 2.3 Audited Financial Statements 5.12

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Term Section Back-up Bidder 8.1(c) Balance Sheet Date 5.12 Bankruptcy Code Recitals Bankruptcy Court Recitals Bill of Sale 4.2(a) Chapter 11 Case Recitals Closing 4.1 Closing Date 4.1 COBRA Continuation Coverage 7.3 Competing Bid 8.1(b) Deposit Escrow 3.2(a) Equipment 2.1(b) Exceptions 5.2 Excluded Assets 2.2 Excluded Corporate Records 2.2(j) Excluded Liabilities 2.4 Excluded Plans 2.4(f) Execution Date Preamble Executory Contract List 2.7(a) FDA 5.13(c) FDCA 5.13(a) Financial Statements 5.12 Health Care Laws 5.13(a) Improvements 2.1(b) Insurance Policies 5.20(a) Interim Financial Statements 5.12 IP Contracts Leased Real Property 2.1(d) 2.1(a) Material Contracts 5.7(a) Named Insured 4.2(h) Original Agreement Recitals Outside Back-up Date 8.1(c) Outside Date 4.4(b) Prevailing Bidder 8.1(c) Purchase Price 3.1(a) Purchaser Preamble Purchaser Disclosure Schedule ARTICLE VI Recharacterization 9.12 Reimbursement Receivables 2.2(q) Representatives 9.2(a)

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Term Section Safety Notices 5.13(f) Sale Order 8.2 Seller Preamble Seller Broker Fee 5.11 Seller Disclosure Schedule ARTICLE V Seller Registered Intellectual Property Rights 5.8(a) Seller Software 5.8(a) Straddle Period 11.1(b) Subsidiary Equity Interest 2.1(v) Third Party Claim 12.3(a) Third Party Insurance Policies 5.20(c) Transfer Tax 11.1(a) Transferred Employee 7.1 VAT Receivables 2.2(p)

ARTICLE II.

ACQUISITION AND TRANSFER OF ASSETS; ASSUMPTION OF LIABILITIES

2.1 Acquisition and Transfer of Acquired Assets . At the Closing, and upon the terms and conditions set forth herein and in the Sale Order, Seller shall transfer, assign, convey and deliver to Purchaser or one or more of its designated Affiliates, and Purchaser or one or more of its designated Affiliates shall acquire and accept from Seller, all of Sellers rights, title, and interests in, to and under (in each case free and clear of any and all Encumbrances, other than Permitted Encumbrances and Assumed Liabilities) the Acquired Assets.  Acquired Assets  shall mean all property, assets and rights, other than Excluded Assets, owned, leased or held for use by Seller, used or useful in or held for use in the Business of every kind, character and description, including all direct or indirect, rights, title, and interests of Seller in, to and under all the tangible and intangible, real and personal, assets, properties, rents, Claims and contracts of Seller, to the extent transferable, wheresoever located, whether carried on the books of Seller or not carried on the books of Seller, due to expense, full depreciation or otherwise, used or useful in or held for use in the Business, including, without limitation, the following:

(a) the Real Estate Lease and all rights thereunder and in connection therewith, excluding rights to security deposits related thereto (the real property leased by Seller pursuant to the Real Estate Lease, the  Leased Real Property ) to be returned to Seller as soon as reasonably practicable after April 30, 2017 in accordance with the current terms of the Real Estate Lease;

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(b) all of: (i) Sellers rights, title and interests to the buildings, improvements and furnishings, fixtures and equipment now or hereafter located on the Leased Real Property, subject to limitations set forth in the Real Estate Lease (collectively, the  Improvements ); (ii) Sellers equipment, security devices, furniture, fixtures, tools and other personal property now or hereafter owned or held by Seller, but excluding any of the foregoing items under leases or similar contracts not constituting Assigned Contracts (collectively, the  Equipment ); and (iii) any rights of Seller to the warranties and licenses received from manufacturers and sellers of the Equipment, Improvements or any component thereof;

(c) [reserved];

(d) all of Sellers rights and interests under those Contracts listed on Schedule 2.1(d) (together with the Real Estate Lease, the  Assigned Contracts );

(e) all of Sellers rights and interests: (i) in the Inventory; and (ii) in and to the warranties received from vendors or suppliers with respect to such Inventory;

(f) all Seller Intellectual Property Rights (including for the avoidance of doubt the Acquired Names), together with all of Sellers documentation (in any form or medium) relating thereto, and all of Sellers physical embodiments thereof (the  Acquired Intellectual Property Rights ); provided that, to the extent that Seller Intellectual Property Rights cannot be transferred to Purchaser, Seller shall be deemed to have granted to Purchaser an exclusive (even as to Seller), royalty-free right and license to use, commercialize, manufacture, market and otherwise exploit such Intellectual Property Rights from and after the Closing Date, to the fullest extent permitted by applicable Law, including the right to sue and otherwise recover for past, present and future infringements, misappropriations, dilutions, and other violations thereof;

(g) all Software owned by Seller;

(h) all rights and interests of Seller under any Permits (to the extent transferable);

(i) all of Sellers instruments, Accounts Receivable (whether current or noncurrent), rebates, refunds, unbilled costs and fees attributable to the Business or the Acquired Assets and all causes of action specifically pertaining to the collection of the foregoing, and any other receivables of Seller, in each case arising prior to or on the Closing Date;

(j) [reserved];

(k) [reserved];

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(l) all Documents, copies of all Tax Returns and Tax records of Seller related to Taxes arising in connection with the Acquired Assets, and all books and records of Seller relating to any Acquired Asset or Assumed Liability;

(m) any claim, right or interest of Seller in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, for any Tax Period (or portion thereof) ending on or before the Closing Date;

(n) [reserved];

(o) [reserved];

(p) all office supplies, stationary, forms, labels, shipping materials, brochures, art work, photographs, production supplies, other miscellaneous supplies, and other tangible property of any kind wherever located, including all property of any kind located in any building, office or other space leased, owned, or occupied by Seller or in any warehouse where any of Sellers properties and assets may be situated;

(q) [reserved];

(r) the right to receive and retain mail and other communications;

(s) [reserved];

(t) all goodwill and other intangible assets including correspondence with present or prospective customers and suppliers, advertising materials, software programs, telephone exchange numbers, and other similar intangible assets associated with the Business and the Acquired Assets (to the extent transferable), including customer and supplier lists provided that, to the extent such intangible assets cannot be transferred to Purchaser, Seller shall be deemed to have granted to Purchaser an exclusive, royalty-free right and license to use such intangible assets from and after the Closing Date, to the fullest extent permitted by applicable Law and the underlying agreements, as applicable;

(u) [reserved];

(v) [reserved];

(w) [reserved];

(x) all rights under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers, contractors and any other person or entity to the extent relating to products sold, or services provided, to Seller or to the extent affecting any Acquired Assets, other than any warranties, representations and guarantees relating solely to any Excluded Assets;

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(y) all telephone numbers, fax numbers, e-mail addresses, websites, URLs and internet domain names; and

(z) the assets, if any, listed on Schedule 2.1 (regardless of whether such assets are covered by any of the foregoing).

Notwithstanding anything to the contrary, Acquired Assets shall not include any of the Excluded Assets.

2.2 Excluded Assets . Notwithstanding anything to the contrary in this Agreement, the Acquired Assets are the only properties, rights and assets transferred to, or otherwise acquired by, Purchaser under this Agreement. Without limiting the generality of the foregoing, the Acquired Assets do not include (i) any right, title, or interest of any Person other than Seller in any property or asset or (ii) the properties and assets of Seller listed or described below in this Section 2.2 (all properties and assets not being acquired by Purchaser are herein collectively referred to as the  Excluded Assets ):

(a) the Purchase Price (excluding any portion of the Holdback distributed by the Escrow Agent to the Purchaser in accordance with Section 8.4 );

(b) all of Sellers rights and obligations under Contracts that are not Assigned Contracts, including any Contracts set forth on Schedule 2.2(b) ;

(c) all of Sellers rights and interests under any Permits that are not Acquired Assets;

(d) any assets and associated Claims or rights arising out of the Excluded Liabilities, including rights relating to prepaid expenses, refunds or adjustments (except to the extent described in Section 2.1(m) ;

(e) all rights of Seller arising under this Agreement and the Ancillary Agreements;

(f) all (i) Avoidance Actions and (ii) rights, Claims or causes of action of Seller against individuals who were officers or directors of Seller prior to the Closing Date;

(g) all good faith or other bid deposits submitted by any third party;

(h) any and all privileges of Seller with any of its professionals including attorneys, accountants, and other advisors, whether related to attorney-client privilege, attorney work product, or otherwise;

(i) all company Tax Returns or Tax records (other than those described in Section 2.1(l) ), seals, minute books, charter documents, stock or equity record books and such other books and records as pertain to the organization, existence, or capitalization of

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Seller, as well as any other records or materials that relate exclusively to any other Excluded Asset or Excluded Liability (the  Excluded Corporate Records ); provided that, Seller shall provide Purchaser with reasonable access to, and copies of, any Excluded Corporate Records;

(j) all rights and benefits under director and officer Insurance Policies;

(k) the stock and other equity interests or securities, including promissory notes, issued by each Subsidiary of Seller listed on Schedule 2.1(k) ;

(l) all security and utility deposits, other deposits, credits, allowance, prepaid assets, or charges, rebates, setoffs, prepaid expenses, prepaid professional expenses, and other prepaid items; and any restricted cash Seller is required to maintain in connection with Sellers insurance programs or policies that represent prepayments and similar items;

(m) all Cash and Cash Equivalents, including any cash tendered as part of the Purchase Price (excluding any portion of the Holdback distributed by the Escrow Agent to the Purchaser in accordance with Section 8.4 );

(n) all bank accounts and lock boxes of Seller;

(o) the stock and any other equity interests or securities in BIND Biosciences Security Corporation and BIND (RUS), LLC;

(p) all value-added tax reimbursements ( VAT Reimbursements );

(q) all reimbursement receivables from Pfizer Inc. and AstraZeneca plc ( Reimbursement Receivables );

(r) the Seller Plans, and any associated funding media, assets, reserves, credits and service agreements, and all Documents created, filed or maintained in connection with the Seller Plans and any applicable insurance policies related thereto;

(s) all of Sellers rights and interests in and to the assets listed on Schedule 2.2;

(t) Sellers rights and benefits under any Insurance Policies, including , without limitation , (i) all proceeds from Insurance Policies, and (ii) all claims, demands, proceedings and causes of action asserted by Seller under any Insurance Policies related to an event occurring prior to Closing and (iii) any letters of credit related thereto;

(u) all promotional allowances and vendor rebates and similar items; and

(v) all rights, Claims or causes of action of Seller against other parties arising out of events occurring prior to the Closing (including, for the avoidance of doubt, rights, Claims or causes of action arising out of events occurring prior to the Petition Date) other than those Acquired Assets set forth in Section 2.1(x).

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2.3 Assumption of Liabilities . Subject to the terms and conditions set forth in this Agreement, at the Closing, in consideration for the assignment, conveyance, transfer and delivery of the Acquired Assets to Purchaser, Purchaser shall assume only the following Liabilities as set forth on Schedule 2.3 (collectively, the  Assumed Liabilities ):

(a) the Liabilities of Seller under the Assigned Contracts solely to the extent arising after the Closing and not arising out of or relating to events occurring or facts existing at or prior to the Closing Date (specifically excluding the Excluded Assets arising from and after the Closing Date); provided however, Purchaser is not assuming any Liabilities of Seller in respect of breach of or default under, or noncompliance with any Acquired Contract that occurs during or is related to the period prior to the Closing to the extent such Liabilities do not exceed the Holdback Deposit;

(b) [reserved];

(c) the Liabilities arising in connection with the use and operation of the Leased Real Property from and after the Closing Date and not arising out of or relating to events occurring or facts existing at or prior to the Closing; provided however, Purchaser is not assuming any Liabilities of Seller in respect of breach of or default under, or noncompliance with the Leased Real Property that occurs during or is related to the period prior to the Closing Date to the extent such Liabilities do not exceed the Holdback Deposit;

(d) [reserved];

(e) the Liabilities relating to or arising from the Acquired Assets solely to the extent arising from the period commencing after the Closing Date;

(f) [reserved] ;

(g) [reserved];

(h) [reserved]; and

(i) the Liabilities assumed pursuant to Section 7.4.

Notwithstanding anything in this Agreement to the contrary, Seller hereby acknowledges and agrees that Purchaser is not assuming from Seller, nor is in any way responsible for, the Excluded Liabilities. The transactions contemplated by this Agreement shall in no way expand the rights or remedies of any third party against any of Purchaser or Seller as compared to the rights and remedies that such third party would have had against Seller absent the Chapter 11 Case had Purchaser not assumed such Assumed Liabilities as set out above. Other than the Assumed Liabilities assumed by Purchaser, Purchaser is not assuming and shall not be liable for any liabilities or obligations of Seller.

2.4 Excluded Liabilities . Except for the Assumed Liabilities assumed by Purchaser, Purchaser shall not assume or be liable for or bound by any Liability of Seller,

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including any duties, responsibilities, liabilities, assessments, penalties or obligations of any kind or nature, whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether contingent or non-contingent, presently in existence or arising hereafter, disputed or undisputed, liquidated or unliquidated, at Law or in equity or otherwise, including any Liability based on successor liability theories (herein referred to as the  Excluded Liabilities ), including without limitation the following specific Liabilities to the extent they do not otherwise constitute Assumed Liabilities:

(a) any and all Liabilities of Seller under any Contract of Seller that is not an Assigned Contract whether accruing prior to, at, or after the Closing Date (except as set forth in Section 2.7 );

(b) any and all Liabilities for Taxes (i) of Seller (including Taxes of any other Person as a transferee or successor, by Law, Contract or otherwise) for any Tax Period or (ii) arising from or with respect to the Acquired Assets or the Business for any Tax Period (or any portion thereof) ending on or prior to the Closing Date;

(c) any and all Liabilities for any Indebtedness or obligation for borrowed money of Seller;

(d) any and all Liabilities arising under any Environmental Law or any other Law in connection with any environmental, health, or safety matters, including as a result of any action or inaction of Seller or of any third party relating to the storage, use, or operation of the Acquired Assets on or prior to the Closing Date;

(e) any and all Liabilities for: (i) costs and expenses incurred by Seller or owed in connection with the administration of the Chapter 11 Case (including the U.S. Trustee fees, the fees and expenses of attorneys, accountants, financial advisors, consultants, and other professionals retained by Seller, and any official or unofficial creditors committee, the fees and expenses of the pre-petition lenders incurred or owed in connection with the administration of the Chapter 11); and (ii) all costs and expenses of Seller incurred in connection with the negotiation, execution, and consummation of the transactions contemplated under this Agreement;

(f) any Liabilities arising from or with respect to each Seller Plan (the  Excluded Plans );

(g) any and all Liabilities in any way attributable to (i) the employment or service of current or former employees, officers or directors of Seller or any current or former Subsidiary of Seller, regardless of whether such Liability is attributable to the period before, on or after the Closing Date, or (ii) the employment of Employees to the extent attributable to the period at or before the Closing;

(h) any and all Liabilities arising out of related to the Excluded Assets;

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(i) any and all Liabilities arising from or related to the operation or condition of the Acquired Assets or the Assumed Liabilities prior to the Closing or facts, actions, omissions, circumstances or conditions existing, occurring or accruing with respect to the Acquired Assets or the Assumed Liabilities prior to the Closing;

(j) any and all Liabilities relating to Sellers trade payables and other accounts payable, except as described in Section 3.1 ;

(k) any and all Liabilities relating to complaints, causes of action, litigation or similar matters instituted against Seller relating to or arising out of any actions, omissions, circumstances or conditions or events occurring prior to the Closing Date;

(l) the Liabilities of Seller for Transfer Taxes under Section 11.1(a);

(m) any and all Liabilities for aggregate Cure Costs not to exceed $5,000,000.00 in the aggregate;

(n) any Liabilities which Purchaser may or could become liable for as a result of or in connection with any de facto merger or successor-in-interest theories of liability; and

(o) any Liability not expressly included among the Assumed Liabilities and specifically so assumed.

2.5 Assignment of Contracts and Rights . To the maximum extent permitted by the Bankruptcy Code, the Acquired Assets, including without limitation Assigned Contracts, shall be assumed by and assigned to Purchaser pursuant to Section 365 of the Bankruptcy Code as of the Closing Date or such other date as specified in an Order of the Bankruptcy Court.

2.6 Limitations on Assignability .

(a) This Agreement and the instruments and documents executed and delivered herewith will constitute an assignment of all Acquired Assets; provided that neither this Agreement, nor any of the instruments or documents executed and delivered in connection herewith or contemplated hereby, shall constitute an assignment or assumption of any Acquired Asset, or an attempted assignment or an attempted assumption thereof, to the extent that, without the consent of a third party, such assignment or attempted assignment, or assumption or attempted assumption, would constitute a breach thereof or in any way materially and adversely affect the rights of Purchaser or Seller thereunder, unless otherwise provided under the Bankruptcy Code, the Sale Order or other applicable Law. If, with respect to any material Acquired Asset (other than any Assigned Contract with AstraZeneca AB (publ), which is specifically waived) such consent is not obtained or such assignment is not attainable pursuant to the Bankruptcy Code or the Sale Order, then Purchaser shall have the option to either (i) terminate this Agreement pursuant to Section 4.4(k) or (ii) proceed with Closing with respect to the remaining Acquired Assets with an appropriate reduction in the Purchase Price (or determined in an Order of the Bankruptcy Court), and such Acquired Asset shall not be transferred hereunder.

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(b) With respect to such non-assignable or non-assumable Acquired Assets that are Assigned Contracts, Seller hereby appoints, effective as of the Closing Date, Purchaser as Sellers agent and attorney-in-fact, effective as of the Closing Date, to act for Seller in obtaining the benefits and performing Sellers obligations under such Assigned Contracts, but only to the extent any action to obtain such benefits and any such delegation of duties may be made without violation or breach thereof and, in each case, at the sole cost and expense of Purchaser without any Liability of Seller. In addition, until the impracticalities of assignment referred to in this Section 2.6 hereof are resolved, Seller shall use its commercially reasonable efforts, at Purchasers sole cost, to (i) provide Purchaser the benefits of any Acquired Asset referred to in this Section 2.6 , (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser, and (iii) enforce, for the account and benefit of Purchaser, any and all rights of Seller arising from the Acquired Assets referred to in this Section 2.6 against such issuer thereof and all other parties thereto (including the right to elect to terminate any Contract in accordance with the terms thereof on the request of Purchaser). To the extent that Purchaser enjoys the benefits thereunder and to the extent permissible without violation or breach thereof, Purchaser shall perform, on behalf of Seller, for the benefit of the issuer thereof and/or all other parties thereto, the obligations of Seller under the Acquired Assets referred to in this Section 2.6 or in connection therewith.

2.7 Executory Contract Designation .

(a) No later than the date of the service of the Executory Contract List upon all necessary parties pursuant to Section 2.7(b) hereof, Seller shall deliver to Purchaser a true, correct and complete list of all material Contracts that are executory Contracts or unexpired leases related to the Acquired Assets or otherwise used in connection with the Business (the  Executory Contract List ). The Executory Contract List shall list the monetary amounts that Seller believes are the Cure Costs and such other commercial information related to the Contracts listed thereon as shall be reasonably requested by Purchaser. Seller shall also provide, together with the Executory Contract List, a list of any nonmonetary obligations that Seller believes must be otherwise satisfied, including pursuant to Section 365(b)(1)(A) and (B) of the Bankruptcy Code, in order for Purchaser to take assignment of the Assigned Contracts pursuant to this Agreement.

(b) No later than July 7, 2016, a copy of the Executory Contract List shall be properly served on all necessary parties, including all counterparties to each Contract.

(c) [reserved].

(d) Notwithstanding anything in this Agreement to the contrary, Purchaser may (i) revise any schedule (other than the Seller Disclosure Schedule) setting forth the Acquired Assets and the Excluded Assets to (A) include in the definition of Acquired Assets (pursuant to the applicable schedule) and to exclude from the definition of Excluded Assets, any Contract of Seller not previously included in the Acquired Assets, at any time prior to the Auction, subject to the Cure Cap, and require Seller to give notice to the parties to any such Contract and (B) exclude from the definition of Acquired Assets (pursuant to the applicable schedule) and to include in the definition of Excluded Assets,

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any Contract of Seller previously included in the Acquired Assets and not otherwise included in the definition of Excluded Assets, at any time on or prior to the Auction and (ii) include in the definition of Assumed Liabilities any Liabilities relating to Sellers trade payables and other accounts payable at any time on or prior to the Auction. If any Contract is excluded from the Acquired Assets as permitted by this Section 2.7(d) , all Liabilities to third parties arising under such Contract shall be Excluded Liabilities. Without limiting any of Purchasers rights pursuant to this Section 2.7(d) , in the event that the Sale Order does not approve the assignment or transfer of one or more of the Assigned Contracts to Purchaser as Acquired Assets, then Purchaser shall have the option to either (i) terminate this Agreement pursuant to Section 4.4(k) or (ii) proceed with Closing with respect to the remaining Acquired Assets with an appropriate reduction in the Purchase Price (as agreed by Seller and Purchaser or as determined in an Order of the Bankruptcy Court), and exclude any or all such Assigned Contracts from the Acquired Assets.

(e) Seller shall be obligated to pay at Closing any undisputed Cure Costs associated with the assumption of such Assigned Contract and any disputed Cure Costs shall be paid by Seller at the appropriate time set forth in any Order of the Bankruptcy Court or mutual agreement between Seller and the non-Seller counterparty to the applicable Assigned Contract provided that such undisputed and disputed Cure Costs do not exceed $5,000,000 in the aggregate (the  Cure Cap ).

(f) Notwithstanding anything contained herein to the contrary, Purchaser shall only take assignment of Contracts designated by Purchaser as Assigned Contracts pursuant to this Section 2.7 .

2.8 Additional Assigned Contracts .

(a) Prior to the Closing Date, Purchaser may designate a Non-Assumed Contract to be an Assigned Contract, by one or more written notices to Seller (each an  Assigned Contract Assumption Notice ). As soon as practicable after receiving any Assigned Contract Assumption Notice, Seller shall take all actions reasonably necessary to assume and assign to Purchaser pursuant to Section 365 of the Bankruptcy Code all Non-Assumed Contracts set forth in such Assigned Contract Assumption Notice. The Cure Costs with respect to any Non-Assumed Contract that becomes an Assigned Contract shall be paid by Seller, subject to the Cure Cap, upon the later of (a) as soon as practicable after such Cure Costs are finally determined by the Bankruptcy Court and (b) as soon as practicable after the effectiveness of the assumption and assignment of such Assigned Contract. Seller and Purchaser acknowledge and agree that the agreements and covenants in this Section 2.8(a) shall survive the Closing. Notwithstanding anything in this Agreement to the contrary, on the date that any Non-Assumed Contract is assumed and assigned to Purchaser pursuant to this Section 2.8(a) , such Non-Assumed Contract shall thereafter be deemed an

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Assigned Contract for all purposes under this Agreement. Any Non-Assumed Contract for which Purchaser has not provided an Assigned Contract Assumption Notice prior to the Closing Date shall be automatically deemed to be a Non-Assumed Contract, which Seller may reject or seek to reject without any further consent of Purchaser. The obligations of Seller under this Section 2.8(a) are subject to Section 365(d)(4) of the Bankruptcy Code and any extension provided or obtained thereunder.

(b) Seller shall not reject any Non-Assumed Contract until earliest of (x) the Closing Date; and (y) the date on which Purchaser delivers notice to Seller that it no longer objects to the rejection of such Non-Assumed Contract. A Non-Assumed Contract shall not be considered an Assigned Contract unless expressly assumed and assigned pursuant to Section 2.8(a) .

(c) To the extent that the need for Bankruptcy Court approval delays the assumption or rejection of any Contract, Seller shall take all commercially reasonable efforts to gain all necessary approvals, including as required under Section 365(d)(4) of the Bankruptcy Code, until the Closing Date with respect to any particular Contract.

ARTICLE III.

CONSIDERATION

3.1 Consideration .

(a) The aggregate consideration (collectively, the  Purchase Price ) to be paid for the acquisition of the Acquired Assets shall be an amount in cash equal to Forty Million Dollars (US$40,000,000.00) payable in accordance with the terms and conditions set forth in this Section and Section 4.1 :

(b) In addition to the foregoing consideration, as consideration for the grant, sale, assignment, transfer and delivery of the Acquired Assets, Purchaser shall assume and discharge the Assumed Liabilities as set forth in Section 2.3 .

(c) The Purchase Price shall be satisfied at the Closing, subject to the terms and conditions contained in this Section 3 and Section 4.1 , as to the amount of the Assumed Liabilities described in Section 2.3 , by assuming such Assumed Liabilities pursuant to the Assignment and Assumption Agreement.

3.2 Deposit Escrow.

(a) On or before July 6, 2016, Purchaser shall execute and deliver to Seller the Escrow Agreement and deposit with the Escrow Agent Nine Hundred and Eighty-Seven Thousand Five Hundred United States Dollars (US$987,500.00) (the  Deposit Escrow ) (for the avoidance of doubt, the Escrow Deposit shall be withheld from the Purchase Price in accordance with the terms and conditions of this Agreement and shall not be in addition to the Purchase Price.).

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(b) The Deposit Escrow shall be held and disbursed pursuant to the terms of the Escrow Agreement and this Agreement, including:

(i) if the Closing shall occur, then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be paid to Seller and included as part of (and not in addition to) the Purchase Price;

(ii) if this Agreement is terminated pursuant to and in accordance with Section 4.4(a), Section 4.4(b), Section 4.4(c), Section 4.4(d), Section 4.4(e), Section 4.4(f), Section 4.4(g), Section 4.4(i) or Section 4.4(k), then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be returned to Purchaser; or

(iii) if this Agreement is terminated by Seller pursuant to and in accordance with Section 4.4(h) or Section 4.4(j), then the Deposit Escrow, together with all accrued investment income or interest thereon, shall be delivered to Seller as full and final liquidated damages hereunder.

(c) Unless this Agreement has been validly terminated in accordance with its terms (in which case Section 3.2(b) shall control), in the event that Purchaser is not the Prevailing Bidder or the Back-up Bidder following the Auction, the Escrow Agent shall return the Deposit Escrow to Purchaser within fifteen (15) Business Days after the entry of the Sale Order by the Bankruptcy Court with respect to the Alternative Transaction involving the Prevailing Bidder. In the event that Purchaser is the Back-up Bidder following the Auction, the Escrow Agent shall return the Deposit Escrow to Purchaser within two (2) Business Days of the Outside Back-Up Date.

3.3 Holdback.

(a) To secure the representations made by Seller in Section 5.6 , Section 5.7 , Section 5.8 , Section 5.9 and Section 5.10 of this Agreement, Purchaser will withhold an amount in cash equal to One Million Nine Hundred Seventy Five Thousand United States Dollars (US$1,975,000) from the Purchase Price (the  Holdback ) to be held by the Escrow Agent and distributed subject to the terms and conditions in Section 8.4 (for the avoidance of doubt, the Holdback shall be withheld from the Purchase Price in accordance with the terms and conditions of this Agreement and shall not be in addition to the Purchase Price).

(b) On or before the Closing Date, Purchaser shall cause the Holdback to be deposited with the Escrow Agent, which shall fund any Seller Indemnification Obligations and remain in escrow distributed in accordance with Section 8.4 until the expiration of the Holdback Period.

(c) The Holdback shall be held and distributed pursuant to the terms of the Escrow Agreement and this Agreement.

(d) Within three (3) Business Days after the completion of the Holdback Period, the Escrow Agent shall release to the Seller the Holdback Deposit in accordance with the terms and conditions set forth in Section 8.4(a) .

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ARTICLE IV.

CLOSING AND TERMINATION

4.1 Closing . Subject to the satisfaction of the conditions set forth in Sections 10.1 , 10.2 and 10.3 hereof or the waiver thereof by the party entitled to the benefit of the applicable condition, the closing of the acquisition and sale of the Acquired Assets, the delivery of the Purchase Price less the Holdback (which shall be distributed in accordance with Section 3.3 and Section 8.4 ) and the Deposit Escrow (which shall be distributed in accordance with Section 3.2 and the Escrow Agreement), the assumption of the Assumed Liabilities and the consummation of the other transactions contemplated by this Agreement (the  Closing ) shall take place at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022-4834 (or at such other place as the parties may designate in writing) on the date that is no later than the fifteenth (15th) day following the entry of the Sale Order; provided, that, and subject to Section 4.4 , to the extent the conditions set forth in Sections 10.1 , 10.2 and 10.3 are not so satisfied (other than conditions that by their nature are to be satisfied at the Closing) or so waived on or prior to such date, the period of time within which the Closing shall occur shall be automatically extended until, and the Closing shall occur promptly (but no later than two (2) Business Days) following, such date, which shall be no later than the Outside Date, as all of the conditions set forth in Sections 10.1 , 10.2 and 10.3 have been satisfied (other than conditions that by their nature are to be satisfied at the Closing) or waived by the party entitled to waive the applicable condition, unless another time or date, or both, are agreed to in writing by the parties hereto; provided further that subject to the satisfaction of all other conditions set forth in Sections 10.1 , 10.2 and 10.3 hereof or the waiver thereof by the party entitled to the benefit of the applicable condition, the Closing shall take place within one Business Day of entry of the Sale Order if the Bankruptcy Court permits waiver of the notice requirements under Federal Rule of Bankruptcy Procedure 6004(h). The date on which the Closing shall be held is referred to in this Agreement as the  Closing Date . Unless otherwise agreed by the parties in writing, the Closing shall be deemed effective and all right, title and interest of Seller in the Acquired Assets to be acquired by Purchaser hereunder shall be considered to have passed to Purchaser and the assumption of all of the Assumed Liabilities shall be considered to have occurred as of 11:59 p.m. Eastern Time on the Closing Date.

4.2 Closing Deliveries by Seller . At the Closing, Seller shall deliver to Purchaser:

(a) a duly executed bill of sale with respect to the Acquired Assets, substantially in the form attached hereto as Exhibit A (the  Bill of Sale );

(b) a duly executed assignment and assumption agreement with respect to the Assumed Liabilities, including in recordable form as required by Purchaser, substantially in the form attached hereto as Exhibit B (the  Assignment and Assumption Agreement );

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(c) a true and correct certified copy of the Sale Order;

(d) a duly executed non-foreign-person affidavit of Seller reasonably satisfactory to Purchaser and prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2);

(e) the officers certificates required to be delivered pursuant to Sections 10.3(b) and 10.3(c) ;

(f) a list of the Accounts Receivable as of one Business Day prior to Closing;

(g) [reserved];

(h) duly executed patent, trademark and copyright assignments in form and substance reasonably acceptable to Purchaser and suitable for recording with the United States Patent and Trademark Office, the United States Copyright Office, or the applicable patent, trademark, or copyright office, agency or registrar, together with any other documentation required in order for the assignments to be duly recorded with the applicable patent, trademark, or copyright office, agency, or registrar;

(i) executed documentation in form and substance reasonably acceptable to Purchaser for evidencing and effectuating the assignment of domain names with the applicable domain name registrar;

(j) possession of the Acquired Assets;

(k) keys, access codes, security codes, combinations to any locks or other security devices, and passwords for all computers thereon and any security device therein relating to the Acquired Assets or the Leased Real Property location; and

(l) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Seller at or prior to the Closing in connection with the transactions contemplated by this Agreement.

4.3 Closing Deliveries by Purchaser . At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller (or to other Persons, at the direction of Seller):

(a) the Purchase Price less the Holdback (which shall be delivered by Purchaser to Escrow Agent at Closing);

(b) the Bill of Sale;

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(c) the Assignment and Assumption Agreement;

(d) the officers certificates required to be delivered pursuant to Sections 10.2(a) and 10.2(b) ; and

(e) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Purchaser at or prior to the Closing in connection with the transactions contemplated by this Agreement.

4.4 Termination of Agreement . This Agreement may be terminated at any time prior to the Closing as follows:

(a) by the mutual written consent of Seller and Purchaser;

(b) by either Purchaser or Seller, if the Closing shall not have been consummated prior to August 15, 2016 (the  Outside Date ); provided , that if the Closing shall not have occurred on or before the Outside Date due to a material breach of any representations, warranties, covenants or agreements contained in this Agreement by Purchaser or Seller, then Purchaser (if Purchaser is in breach) or Seller (if Seller is so in breach), respectively, may not terminate this Agreement pursuant to this Section 4.4(b) ;

(c) by either Purchaser or Seller, if there shall be any Law that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited, or there shall be in effect a final non-appealable order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the parties hereto shall promptly appeal any such adverse determination which is appealable (and pursue such appeal with reasonable diligence);

(d) by Purchaser if any Chapter 11 Case is dismissed or converted to a case or cases under Chapter 7 of the Bankruptcy Code, or if a trustee or examiner with expanded powers to operate or manage the financial affairs, the business or the reorganization of Seller is appointed in the Chapter 11 Case, in each case without the consent of Purchaser;

(e) by Purchaser, if (i) the Bidding Procedures Order shall not have been entered by the Bankruptcy Court by the close of business on August 15, 2016, (ii) the Auction has not concluded on or before August 15, 2016, or (iii) the Sale Order shall not have been entered by the Bankruptcy Court by the close of business on August 15, 2016; provided , however , that the right to terminate this Agreement under this Section 4.4(e)(iii) shall not be available to Purchaser if its failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Sale Order to meet this requirement on or before such date;

(f) by either Purchaser or Seller, if, following its entry, the Sale Order shall fail to be in full force and effect or shall have been stayed, reversed, modified or

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amended in any material respect without the prior written consent of Purchaser and Seller; provided , however , that the right to terminate this Agreement under this Section 4.4(f) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Sale Order to meet this requirement;

(g) by either Seller or Purchaser if (i) the Auction has occurred and Purchaser was not the Prevailing Bidder, or (ii) the Bankruptcy Court otherwise approves an Alternative Transaction;

(h) by Seller, if Purchaser has breached any representation, warranty, covenant or agreement contained in this Agreement and as a result of such breach the conditions set forth in Section 10.2(a) and Section 10.2(b) hereof, as the case may be, would not then be satisfied at the time of such breach; provided , however , that if such breach is curable by Purchaser within fifteen (15) Business Days through the exercise of its commercially reasonable efforts, then for so long as Purchaser continues to exercise such commercially reasonable efforts Seller may not terminate this Agreement under this Section 4.4(h) unless such breach is not cured within fifteen (15) Business Days from written notice to Purchaser of such breach; provided , further , that Seller is not then in material breach of the terms of this Agreement, and provided , further , that no cure period shall be required for a breach which by its nature cannot be cured;

(i) by Purchaser, if Seller has breached any representation, warranty, covenant or agreement contained in this Agreement, and as a result of such breach the conditions set forth in Section 10.3(b) and Section 10.3(c) hereof, as the case may be, would not then be satisfied at the time of such breach; provided , however , that if such breach is curable by Seller within fifteen (15) Business Days through the exercise of its commercially reasonable efforts, then for so long as Seller continues to exercise such commercially reasonable efforts Purchaser may not terminate this Agreement under this Section 4.4(i) unless such breach is not cured within fifteen (15) Business Days from written notice to Seller of such breach; provided , further , that Purchaser is not then in material breach of the terms of this Agreement, and provided , further , that no cure period shall be required for a breach which by its nature cannot be cured;

(j) by Seller, if all of the conditions set forth in Sections 10.1 and 10.3 have been satisfied (other than conditions that by their nature are to be satisfied at the Closing) or waived and Purchaser fails to deliver the Purchase Price or the other deliverables required by Section 4.3 ; or

(k) by Purchaser, under the circumstances described in Section 2.6(a) or Section 2.7(d) .

4.5 Procedure Upon Termination . In the event of a termination of this Agreement by Purchaser or Seller, or both, pursuant to Section 4.4 , (a) written notice thereof shall be given promptly by the terminating party to the other party hereto, specifying the provision hereof

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pursuant to which such termination is made, (b) this Agreement shall thereupon terminate and become void and of no further force and effect; and (c) the consummation of the transactions contemplated by this Agreement shall be abandoned without further action of the parties hereto. If this Agreement is terminated as provided herein, each party shall redeliver all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same.

4.6 Effect of Termination . In the event that this Agreement is validly terminated pursuant to a right of termination as provided herein, then, except for any Liability of Seller under Section 8.3 , each of the parties shall be relieved of its duties and obligations arising under this Agreement effective as of the date of such termination and such termination shall be without Liability to Purchaser or Seller; provided , however , that Section 4.4 , Section 4.5 , this Section 4.6 , Section 8.3 , and Article XII shall survive any such termination and shall be enforceable hereunder. In no event shall any termination of this Agreement relieve any party hereto of any Liability for any willful breach of this Agreement by such party. Upon termination of this Agreement pursuant to Section 4.4 , the Deposit Escrow and the Holdback Deposit, together with all accrued investment income or interest thereon, shall be delivered to any applicable party as provided in Section 3.2(b) and Section 3.3 .

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth in the correspondingly numbered Sections of the Seller Disclosure Schedule delivered as of the date hereof by Seller to Purchaser (the  Seller Disclosure Schedule ) (it being understood that any matter disclosed in any Section of the Seller Disclosure Schedule will be deemed to be disclosed in any other Section of the Seller Disclosure Schedule to the extent that it is readily apparent on the face of such disclosure that such disclosure is applicable to such other Section), Seller hereby represents and warrants to Purchaser as follows:

5.1 Organization . Seller is duly organized, validly existing and, as of the date of this Agreement, in good standing under the laws of its jurisdiction of incorporation. Seller has all requisite power and authority to own, lease, develop and operate the Acquired Assets and to carry on its business as now being conducted (subject to the provisions of the Bankruptcy Code). Except as would not, individually or in the aggregate, constitute a Material Adverse Effect, Seller is duly licensed or qualified to do business in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary. Except for the equity interests that Seller holds in its Subsidiaries, Seller (i) does not own, directly or indirectly, any capital stock or other ownership interest in any Person, or any securities convertible into or exchangeable or exercisable for any capital stock or other ownership interests in any Person, (ii) does not have any obligation to acquire any capital stock or other ownership interests in any Person, or any securities convertible into or exchangeable or exercisable for any capital stock or other ownership interests of any Person, or to make any investment in any Person, or (iii) is not a party to any partnership, limited liability company, joint venture or similar agreement.

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5.2 Authorization and Validity . Subject to Bankruptcy Court approval, Seller has all requisite corporate (or equivalent) power and authority to enter into this Agreement and any Ancillary Agreement to which it is or will be a party and to carry out its obligations hereunder and thereunder. Subject to Bankruptcy Court approval, the execution and delivery of this Agreement and the Ancillary Agreements, and the performance by Seller of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate (or equivalent) action on behalf of Seller, and no other proceedings on the part of Seller are necessary to authorize such execution, delivery, and performance. This Agreement has been, and the Ancillary Agreements when delivered will be, duly executed by Seller, and, subject to Bankruptcy Court approval, constitute the valid and binding obligation, enforceable against Seller in accordance with the terms herein and therein (subject to bankruptcy, insolvency, reorganization, and other laws of general applicability relating to or effecting creditors rights and to general principles of equity, including principles of commercial reasonableness and good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the  Exceptions )).

5.3 No Conflict . The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements does not, and the consummation by Seller of the transactions contemplated hereby and thereby, upon entry of the Sale Order, will not, (a) conflict with or result in the breach of any provision of Sellers organizational documents, (b) conflict with, violate or result in the breach by Seller of any applicable Law, (c) require Seller to make any filing with or give notice to, or obtain any consent from, any Governmental Body, other than the Sale Order, (d) conflict with, violate, result in the breach or termination of or the loss of a benefit under, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) or adverse modification of any terms or rights under, any Assigned Contract or Permit, or (e) result in any Encumbrance (except for Permitted Encumbrances) on any of the Acquired Assets. Except as set forth on Section 5.13 of the Seller Disclosure Schedule, Seller is not a party to, or subject to or bound by, any judgment, injunction or decree of any Governmental Body or agreement which may materially restrict or interfere with the performance by Seller of this Agreement or Purchasers ability to operate the Business as currently operated.

5.4 Permits . Section 5.4 of the Seller Disclosure Schedule sets forth a true, complete and correct list of all Permits relating to the Acquired Assets held by Seller as of the date of this Agreement. The Permits listed in Section 5.4 of the Seller Disclosure Schedule constitute all of the Permits necessary for Seller to lawfully conduct and operate the Business in the manner currently conducted and operated in all material respects. Each Permit set forth on Section 5.4 of the Seller Disclosure Schedule is in full force and effect, the Seller is in compliance in all material respects with their terms and conditions, all required renewal applications have been timely filed, no notice has been received by a Governmental Body to revoke any material Permit and no proceeding is pending or, to the Knowledge of Seller, threatened to revoke or limit any Permit required for the operation of the Business.

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5.5 Law and Legal Proceedings . Since the Petition Date, Seller has been in compliance with all applicable Laws except for such non-compliance that has not had, or would not reasonably be expected to have, a Material Adverse Effect. As of the date of this Agreement, Seller has not received a written (or, to the Knowledge of Seller, non-written) notice of any investigation or review by any Governmental Body with respect to the Acquired Assets, or the Leased Real Property that is pending, or, to the Knowledge of Seller, threatened. Since the Petition Date through the date of this Agreement, except for the Chapter 11 Case and as set forth on Section 5.5 of the Seller Disclosure Schedule, there is no Legal Proceeding or Order pending, outstanding or, to Sellers Knowledge, threatened against Seller that (a) seeks to restrain or prohibit or otherwise challenge the consummation, legality or validity of the transactions contemplated by this Agreement or the Ancillary Agreements or (b) would reasonably be expected to be material to the Acquired Assets or Assumed Liabilities. Since the Petition Date, there has not been made or, to Sellers Knowledge, threatened, any product liability or other product-related claims by any third party arising from the sale, design, distribution or manufacturing with respect to the safety of the products manufactured or sold by Seller and, to Sellers Knowledge, there are no safety concerns with respect to any such products.

5.6 Environmental Matters . The use by Seller of the Leased Real Property is, and at all times during Sellers use or occupancy thereof was, in material compliance with all Environmental Laws. To the Knowledge of Seller, the Leased Real Property is, and at all times during Sellers use or occupancy thereof was, in compliance with all Environmental Laws, including any Environmental Permits, except for such non-compliance that has not had, or would not reasonably be expected to have, a Material Adverse Effect. As of the date of this Agreement, (a) Seller is not subject to any pending or, to Sellers Knowledge, threatened Legal Proceeding alleging that Seller may be in material violation of any Environmental Law or Environmental Permit, or may have any material Liability under any Environmental Law; and (b) Seller has not stored, treated, disposed of, arranged for disposal or treatment of, transported, handled, manufactured, distributed, or released any Hazardous Materials on, under or from the Leased Real Property, except in material compliance with Environmental Laws. Seller has delivered or made available to Purchaser complete and accurate copies of all material environmental reports, audits, and assessments prepared by or for Seller that are in Sellers possession, as well as all material correspondence with Governmental Bodies or other Persons relating to environmental conditions or environmental compliance matters at the facilities and the properties of Seller and concerning the operation of the Business.

5.7 Material Contracts .

(a) Section 5.7(a)(i) of the Seller Disclosure Schedule sets forth, as of the Execution Date, a true, correct and complete list of Contracts that are currently in effect and to which Seller is a party which are material to the operations, financial condition, assets or Liabilities of Seller or the Business and Section 5.7(a)(ii) of the Seller Disclosure Schedule sets forth, as of the Execution Date, a true, correct and complete list of Contracts with any Governmental Body reasonably expected to result in payments in excess of Thirty Thousand United States Dollars (US$30,000 ) over the course of a one-year period that are currently in effect and to which Seller is a party (collectively, the  Material Contracts ).

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(b) Since the Petition Date, (i) there has not been any written (or, to the Knowledge of Seller, non-written) claim or allegation by any Person that Seller is in material breach or default under any Material Contract or that there exists an event or condition which (with or without notice or lapse of time or both) would result in a material breach or default by Seller under any Material Contract, and (ii) to the Knowledge of Seller, no other party to any Material Contract is in material breach or default thereunder. As of the date hereof, no party to a Material Contract has provided Seller with written notice (or, to the Knowledge of Seller, non-written notice) that it intends to cancel, terminate, fail to renew or materially reduce business conducted under any Material Contract. Except to the extent that a Material Contract is rejected, repudiated or terminated by Seller after the execution of this Agreement in accordance with the terms of this Agreement, each of the Material Contracts is in full force and effect and is valid and binding on the Seller and, to the Knowledge of Seller, each other party thereto. Seller has made available to Purchaser complete and accurate copies of each Material Contract.

5.8 Intellectual Property .

(a) Section 5.8(a)(i) of the Seller Disclosure Schedule sets forth a true and complete list of the following Intellectual Property Rights (1) that are owned by Seller, (2) in which Seller has any ownership rights, or (3) that are exclusively or non-exclusively licensed to Seller which includes: (i) all Patents, including for each the record owner, applicable patent number or application serial number, the applicable jurisdiction, the date filed and/or issued, the present status thereof, and an indication of any material product that is being developed to be manufactured by Seller or Sellers collaborator to which the item relates, (ii) all Trademarks, including registered trademarks, trade dress, trade names or service marks, including for each the application serial number or registration number, the date filed or registered, and the applicable jurisdiction, (iii) all Internet domain name registrations and (iv) all copyright registrations, including for each the registration number, the date registered, and the applicable jurisdiction (items (i) through (iv) the  Seller Registered Intellectual Property Rights ). Section 5.8(a)(i) of the Seller Disclosure Schedule also sets forth, all payments, filings, or other actions required to be made or taken in connection with the prosecution and maintenance of the Seller Registered Intellectual Property Rights during the 180 day period from the date hereof. Seller owns all Seller Registered Intellectual Property Rights free and clear of all Encumbrances (other than Permitted Encumbrances). Each item of Seller Registered Intellectual Property Rights (A) has not been abandoned, canceled or materially compromised by Seller, or, to Sellers Knowledge, any other Person, and has not been adjudged invalid, infringing, or unenforceable in any material respect, other than has been provided to Purchaser in a separate list of Seller Registered Intellectual Property Rights which have been abandoned or adjudged invalid, infringing or unenforceable, (B) has been maintained effective by all requisite filings, renewals and payments and (C) to Sellers Knowledge, is subsisting and remains in full force and effect. Section 5.8(a)(ii) of the Seller Disclosure Schedule sets forth a list of all unregistered trademarks and service marks material to the business of Seller. Section 5.8(a)(iii ) of the Seller Disclosure Schedule sets forth a list of all Software owned by Seller and material to the operation of the Business, or the sale or provision of products or services in connection therewith (the  Seller Software ).

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If any Seller Registered Intellectual Property Rights are inadvertently left off the Seller Disclosure Schedule in Section 5.8(i)-(iv) by Seller, Seller shall notify Purchaser as soon as practicable (and preferably within thirty (30) days of this discovery), and provide by written amendment the additional information regarding any missing Seller Registered Intellectual Property Rights.

(b) Except as set forth on Section 5.8(b) of the Seller Disclosure Schedule, to Sellers Knowledge, Seller owns, is licensed to use, or has the right to use all Intellectual Property Rights necessary for the conduct of the Business substantially in the manner currently conducted. To Sellers Knowledge, except as set forth in Section 5.8(b) of the Seller Disclosure Schedule, the Acquired Intellectual Property Rights, the Intellectual Property Rights owned by Seller and the Intellectual Property Rights licensed to Seller pursuant to the Assigned Contracts collectively constitute all Intellectual Property Rights owned or held by Seller and its Affiliates and used or held for use in connection with the operation of the Business as currently conducted and proposed to be conducted. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in the loss, termination, or material impairment of any rights in the Seller Intellectual Property Rights, any rights in the Intellectual Property Rights licensed pursuant to the Assigned Contracts, including the Seller Software (other than click-wrap, shrink-wrap, off-the-shelf, or other software licenses of software commercially available to the public generally with annual, aggregate license, maintenance and support fees of less than Ten Thousand United States Dollars (US$10,000)).

(c) Seven (7) days prior to the Closing Date, (c) Seller shall provide Purchaser with (i) a schedule of any Taxes, maintenance fees or actions with respect to Seller Intellectual Property Rights, including in particular those necessary for maintaining the Seller Intellectual Property Rights in full force and effect (the  Fee Schedule ), falling due within ninety (90) days of such Closing Date, (ii) all material documentation and correspondence relating to any of the Seller Intellectual Property Rights, (iii) electronic copies of material documentation relating to any of the Seller Intellectual Property as reasonably available to Seller, (iv) a docket report showing all outstanding deadlines for Seller Intellectual Property Rights, and (v) bibliographic and docketing information in an electronic form that is compatible with the docketing system of Purchaser as reasonably available to the Seller. Seller shall remain responsible for taking care of all such pending Taxes, fees and actions (whether or not set forth in the Fee Schedule) that fall due prior to the Closing Date as well as within ten (10) days following the Closing Date.

(d) With respect to Seller Intellectual Property Rights that are material to Sellers business, Seller has taken reasonable steps to avoid revocation, cancellation, or lapse that would adversely affect its enforceability, use, or priority, and all filings, payments and other actions required 