Purchase and Sale of Assets and Stock
a.
Subject to the terms and conditions of this Addendum, and on the terms and subject to the conditions set forth in this Addendum, Nuvilex shall purchase, take and receive from SG Austria, and SG Austria shall sell, convey, assign, transfer and deliver to Nuvilex, all of SG Austria’s right, title and interest in and to all of the tangible and intangible property of BBB and all BBB stock, (the “Purchased Assets”), free and clear of any and all liens claims and encumbrances, except as otherwise specifically provided herein. A list of the Purchased Assets is attached hereto as “Exhibit D” on page 135 and incorporated herein.
b.
The Purchased Assets shall include without limitation, all of SG Austria’s right, title and interest in the assets and stock of the BBB, as follows:
i.
the Licenses;
ii.
the 22P1G cells and all vials of frozen stocks stored at any facility, including but not limited to ViruSure, University of Vienna, ASPL, etc.
iii.
all books and records of BBB, including, without limitation, all files, invoices, forms, accounts, correspondence, accounting records, and other books and records relating to the operation of BBB which are held by Hoop;
iv.
all copyrights, marks (which includes trademarks, service marks, collective marks, and/or certification marks, if any, and all the goodwill appurtenant to and associated therewith), software, licenses, trade secrets (technical and non technical), data and documentation (including electronic media), and other confidential information,
intellectual property rights and similar intangible property rights,
whether or not subject to legally enforceable restrictions or protections against unauthorized third party usage, and rights therein and the goodwill associated therewith belonging to BBB;
v.
all shares of BBB stock;
vi.
all rights, benefits and interests of SG Austria in, to and under all written contracts, licenses, leases, commitments, undertakings and other agreements or arrangements (the “Assumed Contracts”) held or owned by BBB.
