Exhibit 10.1

Certain portions of this exhibit (indicated by “[***]”) have been omitted in compliance with Regulation S-K Item 601(b)(10)(iv) as the Company determined the omitted information (i) is not material and (ii) is the type that the Company customarily and actually treats as private or confidential.

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated June 3, 2025 (the “Effective Date”), by and between Agenus West LLC, a limited liability company organized under the laws of the State of Delaware (“Agenus West”) and Agenus Inc., a Delaware corporation (“Agenus Parent” and together with Agenus West, each a “Seller” and collectively, “Sellers”), on the one hand, and Zydus Pharmaceuticals (USA) Inc., a corporation organized under the laws of the State of New Jersey (“Buyer”), on the other hand. Sellers and Buyer are sometimes referred to herein as the “Parties” and each as a “Party.”

R E C I T A L S

A G R E E M E N T S

NOW, THEREFORE, in consideration of the mutual covenants, promises and conditions contained herein, the Parties agree as follows:

SECTION 1. DEFINITIONS

“Action” means any action, claim, complaint, counterclaim, suit, litigation, arbitration,

governmental investigation or other legal, administrative or Tax proceeding.

“Ancillary Agreements” means, collectively, as applicable, the bills of sale deliverable pursuant to Section 8.2(a), the Escrow Agreement, the Assignment and Assumption Agreement, Assignment and Assumption of Lease, the License Agreement, the Transition Services Agreement, the Contract Manufacturing Agreement, the deeds deliverable to Buyer pursuant to Section 8.2(f) and any other agreement or instrument executed in connection with the consummation of the transactions contemplated hereby.

“Assumed Contracts” means all rights of a Seller or others for the benefit of the BioCDMO Business under all agreements, contracts or leases, under (i) the agreements, contracts and/or leases described on Schedule 1.1A, and (ii) such other contracts, agreements and/or leases entered into by either Seller related to the BioCDMO Business between the Effective Date and the Closing Date that are either (A) in the ordinary course of business and have an annual value of $10,000 or less, or (B) agreed to in writing by Buyer, but specifically excluding the Non-Assumed Contracts; provided that no agreement, contract, or lease shall be considered an “Assumed Contract” if and for so long as such agreement, contract, or lease is unassigned as set forth in Section 6.15.

“BioCDMO Business” means the biologics contract development and manufacturing business of Agenus West and all operations or services (including those provided through certain Assumed Contracts) related thereto (whether such operations are conducted for internal purposes or at the behest of a third party), including the provisions of contract development and manufacturing services related to: (i) developing biological drugs, including biologics like monoclonal antibodies and vaccines; (ii) conducting pre-formulation-formulation development, analytical testing, process development, scale-up, packaging services, and clinical trials for biological drugs; and/or (iii) commercially manufacturing any biological drugs, including biologics like monoclonal antibodies and vaccines.

“Books and Records” means all of the written and electronic records directly related to the Purchased Assets (other than any Excluded Assets).

“Business Day” shall mean any day, other than a Saturday or a Sunday, on which

commercial banks are required to be open in Gujarat, India.

“Closing” means the consummation of transactions contemplated by this Agreement, including the assignment, sale, transfer, conveyance and delivery of the Purchased Assets, the Purchase Price and other deliverables contemplated herein to be delivered at Closing as contemplated hereunder.

“Closing Date” means the date upon which all conditions set forth in Section 7 and Section 8 are satisfied or waived in writing, or such other date as Buyer and Sellers may agree.

“Code” means the Internal Revenue Code of 1986, as amended.

“Compensation Arrangement” means any plan or compensation arrangement other than an Employee Plan which provides to Employees, former employees, officers, directors or shareholders of any Seller or any ERISA Affiliate thereof, any compensation or other benefits, whether deferred or not, in excess of base salary, sales commissions or wages (excluding overtime pay), including any bonus or incentive plan, stock rights plan, deferred compensation arrangement, life insurance, stock purchase plan, severance pay plan, employment or consulting agreement and any other employee fringe benefit plan.

“Consents” means the consents of other contracting parties to the assignment of the Assumed Contracts requiring such consent, as listed on Schedule 1.1B.

“Contingent Payment” means up to $50,000,000, which amount may be earned by Agenus West as contemplated in Section 2.7.

“CP Escrow Fund” means the funds deposited with the Escrow Agent by Buyer as

contemplated in Section 2.7.

“Data Room” means the electronic documentation site established by Agenus Parent on behalf of Sellers containing the documents referenced in the Disclosure Schedules or identified in this Agreement as having been delivered or made available to Buyer and/or its representatives.

“Debt” means: (a) all indebtedness of (i) Agenus West for borrowed money and/or (ii) a Seller for borrowed money secured by the Purchased Assets, whether current or funded, or secured or unsecured, whether evidenced by a credit agreement, facility, note, debenture, bond, or similar instrument; (b) all indebtedness of (i) Agenus West for the deferred purchase price of assets, property, or services and/or (ii) Agenus Parent for the deferred purchase price of the Purchased Assets, represented by a note or other similar instrument (including all obligations under any acquisition agreements for any earn-out, note payable or other contingent payment);

(c) all indebtedness of Agenus West created or arising under any conditional sale or other title retention agreement with respect to property acquired by Agenus West (even though the rights and remedies of any Agenus West or lender under such agreement in the event of default are limited to repossession or sale of such property); (d) all indebtedness of Agenus Parent created or arising under any conditional sale or other title retention agreement with respect to Purchased Assets acquired by Agenus Parent (even though the rights and remedies of any of Agenus Parent or lender under such agreement in the event of default are limited to repossession or sale of such property); (e) all indebtedness of Sellers secured by a purchase money mortgage or other lien to secure all or part of the purchase price of any Purchased Asset subject to such mortgage or lien;

(f) all capitalized lease obligations (or obligations under leases which are required to be, in accordance with GAAP, recorded as capital leases), other than Assumed Liabilities, related to the Purchased Assets and/or the BioCDMO Business in respect of which a Seller is liable as lessee;

(g) any liability of Agenus West in respect of banker’s acceptances, lines of credit, or letters of credit (whether fixed or contingent); (h) any liability of Agenus Parent in respect of banker’s acceptances, lines of credit, or letters of credit (whether fixed or contingent) securing any Purchased Asset; (i) all obligations under any currency or interest rate swap, hedge or similar agreement or arrangement (determined as if such instrument were terminated as of the Closing Date); (j) all accounts payable which either (i) constitute Assumed Liabilities related to pre- Closing periods or (ii) for which the failure to pay would create a Lien upon, or trigger on behalf of any third party a right or interest in (including but not limited to foreclosure or repossession), any Purchased Asset; (k) all accrued but unpaid interest, fees penalties, prepayment premiums, and other expenses owed with respect to the indebtedness referred to above; (l) unfunded amounts under any employee pension or deferred compensation plans with respect to Transferring Employees; (m) all liabilities with respect to any Transferring Employee up to Closing with respect to (1) unpaid bonuses and commissions, (2) payments required under any incentive plans or phantom stock rights, (3) accrued but unused vacation time, (4) accrued but unpaid salary, or (5) any change of control payments, bonuses, severance or termination obligations or similar amounts payable in the future or due by a Seller in connection with the transactions contemplated hereby; (n) any amounts due and payable by a Seller to any warrantor or any of its affiliates or Persons related to such warrantor; and (o) all indebtedness referred to above that is directly or indirectly guaranteed by a Seller or which a Seller has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.

“Disclosure Schedules” means the disclosure schedules delivered by Sellers to Buyer concurrently with the execution and delivery of this Agreement.

“Dollar” or “$” means United States Dollar.

“Employee Plan” means (1) any pension, retirement, profit-sharing, deferred compensation, vacation, severance, bonus, incentive, medical, vision, dental, disability, life insurance, incentive compensation, employment, consulting, excess benefit, equity (or equity like), profits interest, termination, retention, change in control, fringe benefit, paid time off, holiday, supplemental unemployment or other employee benefit or compensation plan, program, policy, agreement or arrangement, whether written or oral, funded or unfunded not covered in subsections (2) and (3) below, (2) an employee benefit plan as defined in Section 3(3) of ERISA (whether or not subject to ERISA), and (3) each “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code), in each case that is sponsored, maintained, contributed or required to be contributed to by a Seller or any of its ERISA Affiliates for the benefit of any of the current or former directors, managers, officers, employees or independent contractors of a Seller, or the beneficiaries of such individuals, or with respect to which a Seller has or would reasonably be expected to have any other Liability, including by reason of having an ERISA Affiliate.

“Employees” means (i) the persons employed by Agenus West on a full or part time basis and (ii) the persons employed by Agenus Parent that provide substantially all of such persons’ day-to-day services in support of the BioCDMO Business.

“Enforceability Exceptions” means the exceptions or limitations to the enforceability of contracts under bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by the application of general principles of equity.

“Environmental Law” means any Law relating to the environment, natural resources, pollutants, contaminants, wastes, chemicals or public health and safety, including any Law pertaining to: (a) treatment, storage, disposal, generation and transportation of toxic or hazardous substances or solid or hazardous waste; (b) air, water and noise pollution; (c) groundwater or soil contamination; (d) the release or threatened release into the environment of toxic or hazardous substances or solid or hazardous waste, including emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (e) manufacture, processing, use, distribution, treatment, storage, disposal, transportation or handling of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or oil or petroleum products or solid or hazardous waste; (f) underground and other storage tanks or vessels, abandoned, disposed or discarded barrels, containers and other closed receptacles; (g) public health and safety; or (h) the protection of wildlife, marine sanctuaries and wetlands, including all endangered and threatened species.

“Equipment” means all machinery, equipment, furniture, furnishings, fixtures, computer hardware, materials, vehicles, tools, dies, molds and other items of tangible personal property used by a Seller in the BioCDMO Business, and the full benefit of all express or implied warranties by the manufacturers or sellers or lessors of any item or component part thereof, including those set forth on Schedule 1.1D.

“Equipment Leases” refers to all leases that are included in the Assumed Contracts to which a Seller is a party for any Equipment.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any entity which is (or at any relevant time was) a member of a “controlled group of corporations” with or under “common control” with a Person as defined in Section 414(b) or (c) of the Code.

“Escrow Account” means the escrow account established under the Escrow Agreement, which shall have the following two sub-accounts, the Indemnity Escrow Fund and the CP Escrow Fund.

“Escrow Agent” means Fifth Third Bank, national association.

“Escrow Agreement” means the escrow agreement to be entered into by Buyer, Agenus West, and the Escrow Agent at the Closing, in a form mutually agreed to by the Parties, providing for a twelve (12) month escrow of the Indemnification Escrow Fund.

“Excluded Assets” means (i) cash and cash equivalents of Sellers and all trade accounts receivable and all notes, and other rights to receive payments arising out of sales of Sellers occurring on or before the Closing Date, (ii) refunds or credits (including interest thereon or claims therefrom) of Taxes paid by Sellers prior to the Closing Date, (iii) insurance policies, refunds of premiums paid on, and rights and claims under, insurance policies relating to events occurring prior to the Closing Date, (iv) bonds, letters of credit, surety instruments and other similar items (other than amounts posted by parties to Assumed Contracts as deposits or other security) held by Sellers, (v) Sellers’ company and tax records and returns and the account books of original entry, general ledger and financial records used in connection with the BioCDMO Business (provided that Sellers shall provide Buyer with a copy of any such records related to the BioCDMO Business that Buyer shall reasonably request), (vi) all Employee Plans and all assets owned or held by any Employee Plans, (vii) Sellers’s corporate seals, minute books, stock record books, taxpayer and other identification numbers, and such other books and records as pertain to the organization, existence or share capitalization of Sellers (viii) the Non-Assumed Contracts,

(ix) such additional assets as are set forth on Schedule 1.1E, and (x) all assets of Sellers and its affiliates that are not used in the BioCDMO Business.

“Excluded Liabilities” means any Liabilities of Sellers other than the Assumed Liabilities including but not limited to: (a) any Liabilities arising out of or relating to any Excluded Asset;

(b) all Liabilities for current trade payables and accounts payable; (c) all Liabilities under any Non-Assumed Contract (d) all Liabilities under any Assumed Contract to the extent such Liabilities arise out of or relate to a breach by Sellers of such Contracts prior to Closing; (e) all Liabilities arising out of or relating to Debt; (f) all Liabilities for Taxes arising as a result of the operation by Sellers of the BioCDMO Business or ownership of the Purchased Assets prior to the Closing; (g) any Excluded Tax Liabilities; (h) any Liabilities related to or arising from any clinical trials operated, or otherwise participated in, by Sellers or the Purchased Assets; (i) all Liabilities arising from or under any Environmental Law or Occupational Safety and Health Law arising out of or relating to the operation of the BioCDMO Business or a Seller’s leasing, ownership or operation of real property; (j) all Liabilities arising under claims by employees or former employees of Sellers relating in any way to compensation, bonuses, incentive compensation, benefits (including workers’ compensation and unemployment benefits),

termination or continuation of their employment, or lack or delay of any notice relating to their employment; (k) all Liabilities arising out of or resulting from Sellers’ compliance or non- compliance with any Law; (l) all Transaction Expenses; and (m) all other Liabilities arising out of the operation by Sellers of the BioCDMO Business prior to the completion of the Closing.

“Excluded Tax Liabilities” means any Taxes that arise as a result of the sale of the Purchased Assets pursuant to this Agreement and any deferred Taxes of any nature, whether or not related to such sale, except for any real property transfer Tax or similar Tax thereto.

“Fundamental Representations” means the representations and warranties set forth in Sections 3.1 (Organization and Authority), 3.2 (Authorization and Binding Authority), 3.3 (No Contravention; Consents), 3.4 (Title to Purchased Assets), 3.11 (Taxes) and 3.15 (Brokers).

“GAAP” means United States generally accepted accounting principles as currently in

effect.

“Governmental Authority” means any court or any federal, state, county, local or foreign

governmental, legislative or regulatory body, agency, department, authority, instrumentality or other subdivision thereof.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation,

determination or award entered by or with any Governmental Authority.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Indemnification Escrow Fund” means the [***] deposited with the Escrow Agent at Closing plus any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement.

“Inventory” means all inventory (other than any Excluded Assets) held by Sellers related to the BioCDMO Business, including Sellers’ raw materials, works in process, finished products, wrapping, supply, and packaging items related to the BioCDMO Business, in each case wherever the same may be located.

“Knowledge”, “knowledge” or “to the knowledge” of a Party (or similar phrases) means with respect to Sellers the actual or constructive knowledge of key personnel, including but not limited to, Garo Armen, Zachary Armen, Renuka Siverdian, Tracy Mazza Clement, Christine Klaskin, and/or Al Dadson.

“Law” means any statute, ordinance, code, law, rule, regulation, permit or permit condition, or other requirement, standard, policy or procedure enacted, adopted or applied by any Governmental Authority.

“Leased Real Property” means the real property used by one or both Sellers in connection with its BioCDMO Business located at 6455 Christie Avenue, Emeryville, CA.

“Liabilities” means claims, obligations, commitments or liabilities of a Person of any nature, absolute, accrued, contingent or otherwise, known or unknown, whether matured or unmatured, and whether or not required to be disclosed on a balance sheet prepared in accordance with GAAP.

“Licensed Intellectual Property” means all of Sellers’ manufacturing know-how used in connection with the operation by it of the BioCDMO Business, licensed to Buyer and its affiliates pursuant to the manufacturing know-how license agreement contemplated in Section 8.2(c).

“Lien” means any lien, pledge, charge, easement, security interest, mortgage, deed of trust, right-of-way or other encumbrance.

“Losses” means actual out-of-pocket losses, damages, liabilities, costs, expenses, awards, fines, interest or penalties, including reasonable attorneys’ fees.

“Material Adverse Effect” means any event, circumstance or condition that, individually or when aggregated with all other similar events, circumstances or conditions, would reasonably be expected to have a material adverse effect on: (i) with respect to Sellers, the property (including the Licensed Intellectual Property), operations, condition (financial or otherwise) or results of operations of the BioCDMO Business and/or the Purchased Assets, or the ability of Sellers to consummate the transactions contemplated hereby, and, (ii) with respect to Buyer, the ability of Buyer to consummate the transactions contemplated hereby; provided, that Material Adverse Effect shall not include any effect arising out of or resulting from (x) the transactions contemplated hereby, including the effects of taking any action expressly required, or not taking any action expressly prohibited, by this Agreement, or (y) general economic, financial, competitive or market conditions, provided further, however, that any event, occurrence, fact, condition or change referred to in clause (y) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the BioCDMO Business and/or the Purchased Assets compared to businesses and/or assets similar thereto.

“Non-Assumed Contracts” means those contracts, agreements, and arrangements not specifically assumed by Buyer at Closing.

“Occupational Safety and Health Law” means any Law designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (such as those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.

“Order” means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority or arbitrator.

“Payoff Letter” means a customary payoff or termination letter from each holder of Debt incurred solely with respect to a Purchased Asset being acquired hereunder (and not secured by a

Lien on any asset other than a Purchased Asset), each in form and substance reasonably acceptable to the Parties.

“Payoff Letter Amount” means the amount required to be paid pursuant to the

instructions contained in such Payoff Letter.

“Permits” means all permits, licenses, franchises, registrations, authorizations, employee visas, consents or approvals that have been issued by any Governmental Authority to a Seller with respect to the BioCDMO Business, as set forth on Schedule 1.1G.

“Permitted Liens” means (i) statutory landlord’s liens and liens for current Taxes not yet due and payable, (ii) mechanics, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business consistent with past practice for amounts that are not delinquent and which are not, individually or in the aggregate, material to the BioCDMO Business or the Purchased Assets, (iii) easements, rights of way, zoning and building ordinances and other similar Liens affecting real property, which are not, individually or in the aggregate, material to the Purchased Assets or the operation thereof, which do not prohibit or interfere with the current operation of any Real Property, and which do not render title to any Owned Real Property unmarketable, (iv) rights of the public in legal highways and (v) any Liens set forth in Schedule 1.1H.

“Person” means any person or entity, whether an individual, trustee, corporation, general partnership, limited partnership, trust, unincorporated organization, business association, firm, joint venture or Governmental Authority.

“Personally Identifiable Information” means any information or data that, alone or in combination with other information held by the Sellers, can be used to specifically identify an individual or that is otherwise considered personally identifiable information or personal data under applicable Law, including an individual’s name, street address, telephone number, e-mail address, photograph, social security or tax identification number, driver’s license number, passport number, credit card number, bank information or account number.

“Privacy and Security Laws” means applicable Laws relating to the collection, access, use, storage, processing, transfer, disclosure and protection of Personally Identifiable Information, including federal, state or foreign applicable Laws or regulations regarding (1) data privacy and information security, (2) data breach notification (as applicable) (3) consumer data protection, and/or (4) trespass, computer crime and other laws governing unauthorized access to or use of electronic data, including: the Privacy Act of 1974, the Federal Trade Commission Act, the CAN-SPAM Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, Children’s Online Privacy Protection Act, state social security number protection Laws, and Laws concerning requirements for website and mobile application privacy policies and practices, call or electronic monitoring or recording or any outbound communications (including outbound calling and text messaging, telemarketing, and e-mail marketing) and all equivalent Laws of any other jurisdiction.

“Proceeding” means any action, arbitration, audit, examination, investigation, hearing,

litigation, mediation, or suit (whether civil, criminal, administrative, judicial or investigative,

whether formal or informal, and whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority, arbitrator or mediator.

“Purchased Assets” means all properties, assets, rights (including but not limited to leasehold rights), benefits and privileges both tangible and intangible, of every kind, nature and description, of Sellers used in the BioCDMO Business and all such assets acquired for use in the BioCDMO Business (at least in part) between the date hereof and the Closing as permitted by and subject to the terms of this Agreement (in each case other than Excluded Assets), including, but not limited to: (i) the Assumed Contracts, and all of Sellers’ rights thereunder, as applicable, relating to periods and events occurring on and after the Closing Date, (ii) the Owned Real Property, (iii) the Equipment, (iv) Inventory, (v) Warranties, (vi) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recoupment, deposits, causes of action, choses in action, rights of recovery and rights of set-off of any kind relating to the Purchased Assets or the Assumed Liabilities, against any Person, including, without limitation, any liens, security interests, pledges or other rights to payment or to enforce payment in connection with products delivered or services provided by Sellers on or prior to the Closing Date, (vii) Books and Records, (viii) all Permits, (ix) all insurance benefits, including rights and proceeds, arising from or relating to Purchased Assets or the Assumed Liabilities, (x) all goodwill relating to Purchased Assets or the Assumed Liabilities, and (xi) all other assets of Sellers used in the day- to-day operation of the BioCDMO Business as set forth on Schedule 1.1I.

“Real Estate Lease” means that certain real property lease between Agenus Parent and Bay Center Investor LLC dated November 2020 for the Leased Real Property.

“Real Property” means the Owned Real Property and the Leased Real Property.

“Restricted Business” means operating as a biologics contract manufacturing business and all manufacturing operations or services related thereto (whether such operations are conducted for internal purposes or at the behest of a third party), including manufacturing efforts focused on: (i) developing biological drugs, including biologics like monoclonal antibodies and vaccines; (ii) conducting pre-formulation-formulation development, analytical testing, process development, scale-up, packaging services, and clinical trials for biological drugs; and/or (iii) commercially manufacturing any biological drugs, including biologics like monoclonal antibodies and vaccines.

“Taxes” means any taxes, charges, fees, levies or other assessments, including income, excise, use, transfer, payroll, occupancy, property, sales, franchise, unemployment and withholding taxes, penalties and interest imposed by the United States or any state, county, local or foreign government or subdivision or agency thereof.

“Transaction Expenses” means the sum (without duplication) of: (a) the fees, costs, liabilities and obligations of Sellers as of any date and time for unpaid amounts (i) of the fees and expenses of Sellers or its affiliates that are payable or reimbursable by or on behalf of Sellers or its affiliates and were incurred at or prior to the Closing, whether or not billed or invoiced at or prior to the Closing, in connection with the consummation of the transactions contemplated hereby, including all fees (including brokerage fees, commissions, finders’ fees or financial advisory fees) and expenses of professionals or other service providers (including investment

bankers, brokers, attorneys, accountants and other advisors) retained by or on behalf of Sellers or its affiliates, and (ii) payable to current or former employees, directors, officers, and consultants of Sellers or any third party, payable upon or in connection with the consummation of the transactions contemplated by this Agreement pursuant to any discretionary, change-in-control, retention, transaction, incentive, stay (unless requested or required by Buyer), severance or similar bonuses or payments established by Sellers prior to the Closing (and the employer portion of any employment, payroll, social security and similar Taxes payable with respect thereto); provided, however, that “Transaction Expenses” shall exclude costs and expenses contemplated to be paid by Buyer or its affiliates pursuant to this Agreement.

“Warranties” means all rights under or pursuant to all warranties, representations, and guarantees made by suppliers in connection with the Purchased Assets or services furnished to Sellers in connection with the BioCDMO Business.

SECTION 2.

PURCHASE AND SALE

$75,000,000, minus the amount of Debt immediately prior to the Closing (“Closing Debt”), minus the Seller’s Transaction Expenses that are not paid prior to the Closing (“Closing Seller Transaction Expenses”); and

[***] and (ii) to the Escrow Agent [***] to be held in the CP Escrow Fund. In the event that the PO Revenues ultimately realized by Buyer under the FMP Work Orders is less than [***], Buyer shall notify Sellers of any such deficiency (such amount, the “FMP Deficiency”) and: (A) if the FMP Deficiency is less than [***],

Buyer and Sellers shall jointly instruct the Escrow Agent to pay from the CP Escrow Fund within 10 days of Sellers’ receipt of such notice (subject to extension for resolution of any disputes as contemplated in Section 2.7(b)) to (i) Buyer an amount equal to the FMP Deficiency and (ii) to Sellers an amount equal to the difference between [***] and the FMP Deficiency, or (B) if the FMP Deficiency is more than [***], (i) Buyer and Sellers shall jointly instruct the Escrow Agent to pay from the CP Escrow Fund within 10 days of Buyer’s delivery of such notice (subject to extension for resolution of any disputes as contemplated in Section 2.7(b)) an amount equal to [***] to Buyer and (ii) Sellers shall pay to Buyer within 30 days of Sellers’ receipt of such notice (subject to extension for resolution of any disputes as contemplated in Section 2.7(b)) a cash payment in an amount equal to the difference between [***] and the FMP Deficiency. In the event that the PO Revenues ultimately realized by Buyer under the FMP Work Orders is greater than [***], Buyer and Sellers shall jointly instruct the Escrow Agent to pay from the CP Escrow Fund within 10 days of Sellers’ receipt of such notice an amount equal to [***], and the amount of such excess PO Revenues (the “FMP PO Excess Revenues”) shall carry- forward and be applied to the Second Measurement Period;

the Second Measurement Period and the Third Measurement Period, Buyer’s calculation of PO Revenue deficiency or excess for the First Measurement Period, the Second Measurement Period or the Third Measurement Period, as applicable. Each monthly statement is an “Interim PO Revenue Statement” statement, and each statement that is delivered immediately following the last month of the First Measurement Period, the Second Measurement Period and the Third Measurement Period, as applicable, is a “Measurement Date Payment Statement”);

they shall reduce such resolution to writing and such agreed upon PO Revenues and the classifications thereof as “actually received” or “to be received” as set forth in the applicable Measurement Date Payment Statement as modified pursuant hereto shall be final and binding on Sellers and Buyer, and any required payment shall be made in accordance with Section 2.7(a)(i) – (iii). If Sellers and Buyer are not able to resolve the disagreements set forth in the Earnout Dispute Notice within 30 days (or such longer period as they may mutually agree), the Buyer and Sellers shall engage the process set forth in Section 2.6(c) and (d), applied mutatis mutandis, to the matters in dispute pursuant to the Earnout Dispute Notice.

SECTION 3.

REPRESENTATIONS AND WARRANTIES OF SELLERS

Sellers hereby represent and warrant to Buyer as follows:

of or equity interests in Agenus West or (iv) equity appreciation rights, performance units, “phantom” units, profit participation rights or other similar rights or securities that are derivative of or provide economic benefits based directly or indirectly on the value or price of any units or other voting securities of or equity interests in Agenus West.

1.1B (the “Required Consents”), the execution, delivery and performance of this Agreement and each Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby will not, after the giving of notice, or the lapse of time, or otherwise (a) violate the organizational documents of either Seller, (b) result in the breach of, constitute a default under, conflict with, result in the termination or cancellation of, or the acceleration of any right or obligation of a Seller under, or result in loss of any benefit of a Seller under, or result in the creation of any Lien upon any of the Purchased Assets, under any Contract to which a Seller is a party or by which any of the Purchased Assets is bound, or (c) violate any Laws or any Federal, state, local or foreign judgment, order or decree applicable to a Seller, the BioCDMO Business or any of the Purchased Assets. Except for such filings as may be required under the HSR Act and CFIUS and the Consents set forth on Schedule 1.1B, no material consent, approval, or authorization of any Governmental Authorities or other third party is required by Sellers in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements. except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have a Material Adverse Effect.

this Agreement. Each Assumed Contract is in full force and effect, and is valid, binding and enforceable against the applicable Seller and, to such Seller’s knowledge, each other party thereto in accordance with its terms. Except as set forth on Schedule 1.1A, no Assumed Contract requires the consent of any other contracting party to the transactions contemplated by this Agreement. No Seller is, and, to Sellers’ knowledge, no other party is in breach or default under any Assumed Contract, and no event has occurred, and no condition exists which, with the passage of time or the giving of notice or both, would constitute such a breach or default by a Seller or, to Sellers’ knowledge, any other party thereto. True and complete copies of each Assumed Contract (including but not limited to the Real Estate Lease) have been delivered to Buyer. Except as set forth on Schedule 1.1A, no Seller is a party to or otherwise bound by any of the following contracts, agreements, or arrangements, whether written or oral, that are related to the Purchased Assets or the day-to-day operation of the BioCDMO Business:

other preferential terms;

a Seller is, or may become, obligated to pay any amount in respect of an “earn- out” or other form of deferred or contingent consideration;

3.5 that (A) is material to the conduct of the BioCDMO Business or the absence of which would have a Material Adverse Effect and (B) is not terminable by the a Seller on sixty (60) days’ or less notice and without the payment of any penalty by, or any other material consequence to, a Seller.

$10,000. The Equipment Leases listed on Schedule 1.1A include all leases by a Seller of any item of personal property used in the BioCDMO Business. The Equipment, and all personal property held by a Seller under Equipment Leases, are utilized by Sellers in the Ordinary Course of Business and are in good condition and repair for their present use in the BioCDMO Business.

(i) such Seller has good and marketable fee simple title to each parcel of Owned Real Property free and clear of all Liens other than Permitted Liens; (ii) there are no pending or, to Sellers’ Knowledge, threatened condemnation Proceedings, lawsuits, or administrative actions relating to any parcel of Owned Real Property or to Sellers’ Knowledge, any other material matters affecting adversely the current use, occupancy, or value of any parcel of Owned Real Property; (iii) no parcel of Owned Real Property serves any adjoining property for any purpose inconsistent with the use of such parcel of Owned Real Property, and no Owned Real Property is located with any flood hazard area (as defined by the Federal Emergency Management Agency); (iv) there are no leases, subleases, licenses, concessions or other Contracts, written or oral, granting to any Person the right of use or occupancy of any portion of the Owned Real Property; (v) there are no outstanding Contracts, options or rights of first refusal to purchase any of the Owned Real Property, or any portion thereof or interest therein; (vi) no Person (other than Sellers and their affiliates) is in possession of any Owned Real Property; (vii) to Sellers’ Knowledge all buildings, structures and other improvements located on the Owned Real Property, including all material components thereof, are in good condition (subject to normal wear and tear); and

(viii) all material certificates of occupancy, permits, licenses, approvals and other authorizations required in connection with the operation of the BioCDMO Business on the Owned Real Property have been issued to enable the Owned Real Property to be lawfully occupied and used for all of the purposes for which it is currently occupied and used primarily in connection with the operation of the BioCDMO Business have been lawfully issued and are, as of the Closing Date, in full force and effect.

(ii) any Liability or potential Liability, including any investigatory, remedial or corrective obligation, relating to a Seller, or any Leased Real Property or other property or facility currently owned, leased, operated or controlled by a Seller in the operation of its BioCDMO Business and arising under any Environmental Law or Occupational Safety and Health Law.

and each independent contractor of the Sellers, whose employment or

engagement, respectively, may be terminated at any time without advance notice by or Liability to the Sellers. Except as set forth in Schedule 3.9(e), none of the current Employees or independent contractors (i) is on a paid or unpaid medical, disability, family or other leave of absence, or (ii) has given written notice of termination of his or her employment or engagement. Each Employee or current independent contractor is correctly classified as an employee or non-employee and as “exempt” or “non-exempt” for all purposes (including with respect to eligibility for minimum wage and overtime under the Fair Labor Standards Act and for purposes of taxation and Tax reporting and under the Employee Plans).

Assets other than statutory Liens for current Taxes that are not yet due and payable.

anti-corruption or anti-bribery laws, including the United States Foreign Corrupt Practices Act of 1977, as amended. The Sellers maintain and are in compliance in all material respects with policies, procedures and internal controls reasonably designed to detect and prevent corruption and to ensure compliance in all material respects with all applicable anti-corruption or anti-bribery laws. The Sellers have not, nor to the knowledge of the Sellers, has any representative acting for or on behalf of the Sellers, made any payments of either cash or other consideration that were or are unlawful under applicable Law, including directly or indirectly (i) using the Sellers’ funds for any illegal or unlawful contribution, gift, entertainment or other payment, (ii) making any bribe, rebate, payoff, influence payment, kickback or other illegal or unlawful payment to any foreign or domestic government official or employee, (iii) making any payment to any customer, supplier or other Person for an unlawful reciprocal practice or (iv) making any illegal or unlawful payment to induce an individual to use such individual’s influence to assist the Sellers in obtaining or retaining business with any Person to secure an improper advantage for the Sellers.

the Sellers, threatened that if determined or resolved adversely would result in the revocation, cancellation, suspension or adverse modification of any Material Permit.

fact or event has occurred since the date of such letter that would reasonably be expected to adversely affect such Tax qualified status or Tax exempt status.

(iii) an eligible spouse or dependent of any person covered by clause (i) or (ii). For purposes of each Employee Plan, the Sellers have correctly classified those individuals performing services for the Sellers as common law employees, leased employees or independent contractors.

SECTION 4.

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Sellers as follows:

applicable to Buyer, (c) require the consent of any third party, or (d) violate, be in conflict with, or constitute a default under any contract or agreement to which Buyer is a party, such that Buyer cannot perform its obligations hereunder.

SECTION 5.

PRE-CLOSING COVENANTS OF THE PARTIES

commercially reasonable efforts to cause the transactions contemplated by this Agreement to be consummated in accordance with the terms hereof, including providing commercially reasonable assistance to Sellers with respect to Consents required to be obtained by Sellers in connection with this Agreement and the transactions contemplated hereby. Buyer shall make all filings with and give all notices to third parties that may be necessary or reasonably required in order to consummate the transactions contemplated hereby.

(ii) cause or approve the termination of any Assumed Contract without Buyer’s written consent. Unless Buyer shall have given its prior written consent or otherwise in the ordinary course of business, neither Seller shall enter into any new contract, agreement or lease or incur any obligation (including obligations arising from the amendment of any existing contract, agreement or lease) related to the BioCDMO Business that will be binding on Buyer or the Purchased Assets after the Closing.

SECTION 6.

OTHER COVENANTS

hereunder; (b) any written notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (c) any Actions commenced or, to Sellers’ Knowledge, threatened against, relating to or involving or otherwise affecting the BioCDMO Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.12 or that relates to the consummation of the transactions contemplated by this Agreement. The delivery of any notice pursuant to this Section 6.1 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available to the Party receiving such notice (including Section 9.3, Section 9.4, and Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules; provided, that if a Party has a right to terminate this Agreement pursuant to Section 10.1 as a result of such matter’s disclosure by another Party under this Section 6.1, but does not elect to terminate within fifteen (15) days of its receipt of such notice, then such recipient shall be deemed to have irrevocably waived any right to terminate this Agreement solely with respect to such matter; provided further, however, that no matter disclosed under this Section 6.1 shall be deemed to have been waived (whether or not such matter, standing alone, triggers a right of termination for the recipient under Section 10.1) if, when combined with other matters disclosed under this Section 6.1, such matters on a combined basis provide the recipient with a separate right of termination.

counsel in writing is legally required to be disclosed, provided that such Seller shall seek an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

Proposed Transaction under the Defense Production Act and determined there are no unresolved national security concerns regarding the Proposed Transaction; or

(ii) CFIUS has sent a report to the President of the United States requesting the President’s decision on the Proposed Transaction and either the period under the Defense Production Act during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Proposed Transaction has expired without any such action being announced or taken. The Parties shall respond to all CFIUS inquiries in a timely manner. Each Party shall bear its own fees and costs (including all filing fees) in connection with such Party’s CFIUS Filing. The filing fees for all Parties for all filings under the HSR Act shall be borne equally by Buyer and Sellers, when due.

Neither Buyer nor Sellers shall be obligated to provide the other Parties with access to any books or records (including personnel files) pursuant to this Section 6.8 where such access would violate any Law.

(ii) such service crediting shall be permitted and consistent with Buyer's defined contribution retirement plan or Buyer shall make good faith efforts to amend Buyer’s defined contribution retirement plan to recognize the prior service of Transferring Employees.

6.13 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.13 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.13 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Sellers are unable or unwilling to cure all Objections to Buyer’s satisfaction, then Buyer

shall, within fifteen (15) days following Buyer’s receipt of the Objection Response, either

(i) terminate this Agreement by providing written notice of this intent to Sellers, in which event Buyer and Sellers shall have no further obligations to each other, or (ii) waive the Objections and proceed to Closing, subject to all other terms and conditions of this Agreement. Notwithstanding the foregoing: (a) Buyer shall not be required to object to any mortgage, lien or other monetary encumbrance affecting all or any portion of the Owned Real Property and all such mortgages, liens and monetary encumbrances, shall be satisfied or released in full by Sellers at or prior to Closing at Sellers’ sole cost and expense; (b) Buyer shall have the continuing right until Closing to object to any new title matters that arise or are created after the effective date of any Title Commitment; and (c) Sellers agree to reasonably cooperate with Buyer in connection with Buyer’s efforts to forfeit any oil and gas leases applicable to the Owned Real Property, including, without limitation, execution by Sellers of any applicable notices, affidavits, or other similar documents required to forfeit the oil and gas leases. If the basis for the Objections makes the title unmarketable, then the closing date and Outside Date shall be adjourned for a reasonable time to allow Sellers to eliminate the Objections, not to exceed forty-five (45) days.

(a) existing surveys (including legal descriptions); (b) existing farm leases and residential leases; (c) a completed Phase I Environmental Site Assessment owner’s questionnaire (a form to be provided by Buyer); (d) a completed residential property disclosure form for each residential dwelling on the Owned Real Property; and (e) a completed lead based paint disclosure form for each residential dwelling on the Owned Real Property. Sellers shall have a continuing obligation to Buyer during the term of this Agreement to deliver to Buyer, immediately after Sellers’ receipt thereof, all communications with all governmental authorities concerning the Owned Real Property (e.g., violation notices, notices pertaining to assessments, condemnation notices, etc.), as well as all non- privileged communications or other documents relating to any threatened or pending claim concerning the Owned Real Property or that otherwise could adversely affect the Owned Real Property or its value. Within thirty (30) days following the Effective Date, Sellers shall deliver to Buyer an updated Phase I Environmental Site Assessment, dated as of the Effective Date or later (the “Updated Phase I”). If the Updated Phase I includes any material findings, then Buyer shall, within fifteen (15) days following Buyer’s receipt of the Updated Phase I, either (i) terminate this Agreement by providing written notice of this intent to Sellers, in which event Buyer and Sellers shall have no further obligations to each other, or (ii) waive the findings and proceed to Closing, subject to all other terms and conditions of this Agreement.

paid to Sellers under any and all policies of insurance covering the Owned Real Property so damaged or destroyed, or (ii) terminate this Agreement, in which case the Parties shall have no further obligations to the other (other than the provisions specifically identified as surviving after the termination of this Agreement).

practicable and cooperate with Buyer in any other reasonable arrangement designed to provide Buyer with the benefits of such contracts, Permits, properties, rights and assets, including enforcement at the cost and for the account of Buyer of any and all rights of Sellers against the other Party thereto arising out of the breach or cancellation thereof by such other Person or otherwise.

SECTION 7.

CONDITIONS PRECEDENT TO OBLIGATIONS TO CLOSE

reasonable discretion.

covenants that are qualified by materiality, Sellers shall have performed such agreements and covenants, as so qualified, in all respects.

SECTION 8. THE CLOSING

(the “Contract Manufacturing Agreement”), duly executed by each Seller;

SECTION 9.

INDEMNIFICATION

3.11 (Taxes) shall survive for the longer of (i) five (5) years and (ii) the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days; (b) the covenants and agreements of the Parties herein shall survive the Closing in accordance with their respective terms until the date that the Party required to perform under such covenant or agreement (or such portion thereof) has fully completed the performance required thereby (the “Survival Expiration Date”); and (c) this Section 9 and any right to seek specific performance or other equitable remedies to the extent otherwise available hereunder shall survive the Closing indefinitely. Notwithstanding the foregoing, any claims for indemnification properly set forth in a

Claim Notice delivered prior to the expiration of the Survival Expiration Date with respect to the applicable covenant or agreement will not thereafter be barred by such expiration and such claims will survive until finally resolved.

warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);

take all actions necessary under the Escrow Agreement (including the execution and delivery of joint written instructions to the Escrow Agent) to cause the Escrow Agent to release to Buyer and Sellers, as applicable, the amounts to be paid from the Indemnification Escrow Fund in accordance with this Agreement.

(B) calculating the amount of any Losses arising from such inaccuracy or breach, such representations and warranties shall be read without regard to any materiality, Material Adverse Effect, or similar qualifications that may be contained therein as if such qualification were deleted from such representation or warranty.

10.4 and Section 11.3.

(ii) fails to diligently prosecute the defense of such Third-Party Claim, then the Indemnified Party may conduct the defense of such Third Party Claim; provided, that the Indemnified Party will not agree to any settlement of, or the entry of any Order (other than an Order of dismissal on the merits without costs) arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed).

communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges.

SECTION 10. TERMINATION

conditions specified in Section 7 and such breach, inaccuracy or failure cannot be cured by Sellers by July 31, 2025 (the “Outside Date”); provided that, (1) if such breach is curable by Sellers through the exercise of commercially reasonable efforts within 45 days (or 15 days for any breach that has caused or would cause a Material Adverse Effect on the Purchased Assets), then Sellers shall have the right in their discretion to extend the Outside Date by 45 (or 15, as applicable) days and (2) the Outside Date is subject to extension by Sellers for up to 45 days to eliminate any Objections that have been raised in accordance with Section 6.14(c); provided further that the Outside Date shall automatically extend for so long as the parties remain in active discussions with an applicable Governmental Authority with respect to obtaining clearance under the HSR Act or CFIUS; or

SECTION 11.

MISCELLANEOUS

(iii) addressed to the recipient at the address specified below, or with respect to any Party, to any other address that such Party may from time to time designate in a writing delivered in accordance with this Section 11.1:

If to Buyer:

Zydus Pharmaceuticals USA Inc. 73 Route 31 North

Pennington, New Jersey 08534 United States

Attention: Ravi Yadavar and Crystal Fisher Telephone: 1.609.730.1900

Email: [***]

[***]

with a copy (which shall not constitute notice) to:

Attention: Vinita Mehra & Jen Vessells 65 East State Street

Suite 1800

Columbus, OH 43215

Telephone: 1.614.255.5508

If to Sellers:

c/o Agenus Inc. 3 Forbes Road

Lexington, MA 02421 United States

Attention: Legal Department Telephone: 1.781.674.4400 Email: [***]

with a copy (which shall not constitute notice) to:

Attention: Mark Seelig & Denis Dufresne Meister Seelig & Fein PLLC

125 Park Ave, 7th Floor New York, NY 10017 Telephone: 1.212.655-3548

ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

covenant, agreement, or condition herein may be waived by the Party entitled to the benefits thereof only by a written instrument signed by the Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any Party, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.6.

[End of Page. Signatures Follow.]

IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the date first above written.

BUYER:

Zydus Pharmaceuticals (USA) Inc.

By: /s/ Punit Patel

Name: Punit Patel Title: Director

AGENUS WEST:

AGENUS WEST LLC

By: /s/ Garo H. Armen

Name: Garo H. Armen Title: President

AGENUS PARENT:

AGENUS INC.

By:/s/ Garo H. Armen

Name: Garo H. Armen Title: Chairman and CEO

EXHIBIT A

FORM OF CONTRACT MANUFACTURING AGREEMENT

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Annexure 1 Statement of Work

Annexure 2 Technology Transfer Agreement

Annexure 3 EBITDA Definition

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DISCLOSURE SCHEDULES

These Disclosure Schedules are delivered pursuant to the Asset Purchase Agreement (the “Agreement”), dated as of June 3, 2025 by and between Agenus West LLC, a limited liability company organized under the laws of the State of Delaware (the “Seller”), and Agenus Inc., a Delaware corporation (“Agenus Parent” and together with Agenus West, each a “Seller” and collectively, “Sellers”), on the one hand, and Zydus Pharmaceuticals (USA) Inc., a corporation organized under the laws of the State of New Jersey (“Buyer”), on the other hand. Sellers and Buyer are sometimes referred to herein as the “Parties” and each as a “Party.”

The information set forth these Disclosure Schedules is disclosed under separate section and subsection references that correspond to the sections and subsections of Article 3 of the Agreement to which such information relates; provided, however that the information set forth in each section and subsection of these Disclosure Schedules shall qualify the representations and warranties set forth in the corresponding section or subsections of Article 3 and any other representations and warranties set forth in Article 3 where such information is relevant, whether or not cross references are expressly set forth in these Disclosure Schedule in one or more instances, so long as the applicability of such qualification is reasonably apparent from such disclosure. Unless the context otherwise requires, all capitalized terms used in these Disclosure Schedules shall have the respective meanings assigned to such terms in this Agreement. Certain information set forth in these Disclosure Schedules is included solely for informational purposes, and may not be required to be disclosed pursuant to this Agreement. No reference to or disclosure of any item or other matter in these Disclosure Schedules shall be construed as an admission or indication that such item or other matter is required to be referred to or disclosed in these Disclosure Schedules. No disclosure in these Disclosure Schedules relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The inclusion of any information in these Disclosure Schedules shall not be deemed to be an admission or acknowledgment by the Sellers that in and of itself, such information is material to or outside the ordinary course of the business or is required to be disclosed on these Disclosure Schedules. No disclosure in these Disclosure Schedules shall be deemed to create any rights in any third party.

Schedule 1.1A Assumed Contracts

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Schedule 1.1B Required Consents

[***]

Schedule 1.1C Employees

[***]

Schedule 1.1D Equipment

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Schedule 1.1E Excluded Assets

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Schedule 1.1G Permits

[***]

Schedule 1.1H Permitted Liens

[***]

Schedule 1.1I Purchased Assets

[***]

Schedule 2.1 Certain Assets

[***]

Assumed Liabilities

[***]

Title to Assets

[***]

Schedule 3.6(a) Inventory

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Schedule 3.6(b) Equipment

[***]

Schedule 3.7(a) Owned Real Property

[***]

Schedule 3.7(b) Leased Real Property

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Schedule 3.8(a) Governmental Authorizations

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Schedule 3.9(e) Employee Matters

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Absence of Changes

[***]

Tax Matters

[***]

Litigation

[***]

Insurance

[***]

Compliance with Laws

[***]

Schedule 3.15 Brokers

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Schedule 3.18 Subsidiaries

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Schedule 3.19(a) Undisclosed Liabilities

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Schedule 3.19(b) Debt

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Schedule 3.20 Licenses

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Schedule 3.21(a) Employee Plans

[***]

Schedule 3.21(g) COBRA

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Schedule 3.21(h) Parachute Payments

[***]

Schedule 9.3(c) Specific Indemnity Items

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