ASSET PURCHASE AGREEMENT

Exhibit 2.1

Execution Copy

ASSET PURCHASE AGREEMENT

by and among

Global Healthcare Exchange, LLC,

Global Healthcare Exchange, Inc.

and

I-many Validation Corporation

January 5, 2008

TABLE OF CONTENTS

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TABLE OF CONTENTS, continued

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TABLE OF CONTENTS, continued

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TABLE OF SCHEDULES AND EXHIBITS

Schedules:

Exhibits:

PURCHASE AND SALE AGREEMENT

This ASSET PURCHASE AGREEMENT (the “ Agreement ”) is entered into as of January 5, 2008 among Global Healthcare Exchange, LLC, a Delaware limited liability company (“ GHX LLC ”), Global Healthcare Exchange, Inc., a Delaware corporation (“ GHX Inc. ” and, together with GHX LLC, the “ Sellers ”) and I-many Validation Corporation, a Delaware corporation (the “ Buyer ”). The Sellers and the Buyer are referred to collectively herein as the “ Parties .”

INTRODUCTION

1. The Sellers are engaged, among other matters, in the Business.

2. The Buyer desires to purchase from the Sellers, and the Sellers desire to sell to the Buyer, certain assets of the Sellers relating to the Business as described herein, subject to the assumption of specified liabilities and upon the terms and subject to the conditions set forth herein.

3. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Article X.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I

ASSET PURCHASE

1.1 Purchase and Sale of Assets; Assumption of Liabilities .

(a) Acquired Assets . On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase and acquire from the Sellers, the Acquired Assets.

(b) Assumed Liabilities . On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due the Assumed Liabilities.

(c) Excluded Liabilities . Notwithstanding anything to the contrary in this Agreement, the Assumed Liabilities shall not include the Excluded Liabilities.

1.2 Purchase Price and Related Matters .

(a) Purchase Price . In consideration for the sale and transfer of the Acquired Assets, the Buyer shall at the Closing assume the Assumed Liabilities as provided in Section

1.1(b) and shall pay to the Seller the Adjusted Purchase Price, less the Holdback and any amount deducted pursuant to Section 1.2(c), in cash by wire transfer of immediately available funds to an account designated by the Seller.

(b) Holdback . To secure obligations of the Sellers under Article VI and to confirm the Buyer’s expectations with respect to the Business, the Buyer, pursuant to Section 1.2(a), will withhold the Holdback from the payment of the Adjusted Purchase Price at Closing. After the Closing, the Holdback shall be paid to Sellers in the following amounts, at the following times, and pursuant to the following conditions:

(i) Upon recognizing $1,000,000 in First Year Business Revenue, the Buyer shall promptly pay to the Sellers, out of the Holdback, an amount equal to $200,000 (the “First Level Payment”).

(ii) Upon recognizing $2,000,000 in First Year Business Revenue, the Sellers shall be entitled to receive from Buyer, out of the Holdback, an amount equal to $200,000 (the “Second Level Payment”) and Buyer shall promptly pay the Second Level Payment to the Sellers; provided, however, that Buyer shall only pay the Second Level Payment to the Sellers to the extent of the excess of the Second Level Payment over the amount of any Damages for which Buyer has made claims for indemnification pursuant to Section 6.1 (but only to the extent such claims have not been resolved in favor of the Sellers or paid).

(iii) Upon recognizing $2,200,000 in First Year Business Revenue, the Sellers shall be entitled to receive from Buyer, out of the Holdback, a payment of $200,000 (the “Third Level Payment”); provided, however, that Buyer shall not make such Third Level Payment until the 15-month anniversary of the Closing Date; and provided further that Buyer shall only then pay such Third Level Payment to the Sellers to the extent of the excess of the Third Level Payment over the amount of any Damages for which Buyer has made claims for indemnification pursuant to Section 6.1 (but only to the extent such claims have not been resolved in favor of the Sellers or paid).

(iv) With respect to any amount of the Second Level Payment and Third Level Payment that is not promptly paid pursuant to Sections 1.2(b)(ii) and (iii), respectively, because it was not in excess of pending Damages claimed by the Buyer (such unpaid amounts, collectively, the “Withheld Revenue Payments”), if at any time thereafter the aggregate balance of Withheld Revenue Payments exceeds the amount of any Damages for which Buyer has made claims for indemnification pursuant to Section 6.1 (but only to the extent such claims have not been resolved in favor of the Sellers or paid), Buyer shall promptly pay such excess to the Sellers.

(v) Buyer shall deliver to Sellers within 15 days of the end of each three month period following the Closing Date a certificate signed by the chief executive officer, chief financial officer or chief accounting officer or Buyer (the “Revenue Certificate”) setting forth both the First Year Business Revenue earned during such quarter and the First Year Business Revenue earned from the Closing Date to the end of such quarter (such amounts, the “First Year Business Revenue Calculations”). To the extent not already provided, Buyer shall promptly provide Sellers with copies of any of its books and records relating to the First Year Business Revenue that the Sellers may reasonably request to verify the First Year

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Business Revenue Calculations. The Sellers may, within 15 days of receipt of the Revenue Certificate, object to the Revenue Certificate and the First Year Business Revenue Calculations contained therein by providing written notice of such objection. The Sellers and the Buyer shall use reasonable efforts to resolve any objections to the Revenue Certificate and the First Year Business Revenue Calculations. If any such objections are not resolved within 15 days after receipt of the Sellers’ notice of objection, the Parties shall appoint an independent accounting firm of national reputation acceptable to both the Buyer and the Sellers to perform an audit of the Business sufficient to determine the First Year Business Revenue Calculations and otherwise determine the accuracy of the Revenue Certificate. Such independent accounting firm shall promptly resolve any of the Sellers’ unresolved objections, determine the First Year Business Revenue Calculations and deliver a final Revenue Certificate to the Buyer and the Sellers. The determination of the independent accounting firm shall be final and binding on all Parties. The fees and expenses of the independent accounting firm shall be paid proportionately by the Buyer and the Sellers based on the determination of the independent accounting firm of the unresolved objections submitted to it pursuant to this Section 1.2(b). The calculation of such proportionate payments shall be based on the relative position of the determination of the independent accounting firm in comparison to the positions submitted to it by the Buyer and the Sellers pursuant to this Section 1.2(b).

(c) Tax Withholding and Tax Forms . The Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Code, or any other provision of federal, state, local or foreign law, rule or regulation. To the extent that amounts are so withheld, such withheld amounts shall be paid to the relevant Governmental Entity and treated for all purposes of this Agreement as having been paid to such person in respect of which such deduction and withholding was made. The Buyer shall also have the right to collect any necessary Tax forms, including Forms W-8 or W-9, as applicable, or any similar information, from any recipients of payments hereunder.

1.3 The Closing .

(a) Time and Location . The Closing shall take place commencing at 10:00 a.m., Eastern Standard Time, remotely by electronic exchange of documents.

(b) Actions at the Closing .

At the Closing:

(i) each Seller shall deliver (or cause to be delivered) to the Buyer the various certificates, instruments and documents required to be delivered under Section 5.1;

(ii) the Buyer shall deliver (or cause to be delivered) to the Sellers the various certificates, instruments and documents required to be delivered under Section 5.2;

(iii) each Seller shall execute and deliver a Bill of Sale in substantially the form attached hereto as Exhibit A ;

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(iv) GHX LLC shall execute and deliver a Copyright Assignment in substantially the form attached hereto as Exhibit B ;

(v) the Sellers shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets;

(vi) the Buyer shall execute and deliver to the Sellers an Assumption Agreement in substantially the form attached hereto as Exhibit C ;

(vii) each Party shall execute and deliver to the others a Transition Services Agreement in substantially the form attached hereto as Exhibit D ;

(viii) each Party shall execute and deliver to the others a letter agreement substantially in the form attached hereto as Exhibit E ;

(ix) the Buyer shall execute and deliver such other instruments as the Sellers may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities;

(x) the Sellers shall transfer to the Buyer all the books, records, files and other data (or copies thereof) respectively within their possession relating to the Acquired Assets and reasonably necessary for the continued operation of the Business by the Buyer;

(xi) the Buyer shall pay to the Sellers the Adjusted Purchase Price, less the Holdback and any amount deducted pursuant to Section 1.2(c), in cash by wire transfer of immediately available funds into an account designated by GHX LLC;

(xii) in addition to the above deliveries, the Sellers shall take such steps and actions as Buyer may reasonably request to put the Buyer in possession or control of all of the Acquired Assets of a tangible nature; and

(xiii) the Parties shall execute and deliver to each other cross-receipts evidencing the transactions referred to above.

1.4 Deferred Revenue Adjustment .

(a) Not less than two days prior to the Closing, GHX LLC shall deliver to the Buyer (a) a certificate (the “Deferred Revenue Certificate”) of its chief executive officer, chief financial officer or chief accounting officer setting forth with respect to each Assigned Contract to which any portion of the Deferred Revenue Amount relates such portion or portions of the Deferred Revenue Amount attributable to such Assigned Contract, as well as the delivery or deliveries associated therewith; (b) a reasonably detailed description of how Sellers calculated such Deferred Revenue Amount; and (c) a statement of the portion of the Deferred Revenue Amount for which the Sellers have received payment from the applicable customer (the “Paid Deferred Revenue Amount”) and the portion of the Deferred Revenue Amount for which the Sellers have not yet received payment from the applicable customer (the “Billed Deferred

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Revenue Amount”). To the extent Buyer reasonably requests, Sellers shall provide Buyer with copies of its books and records as they relate to the Sellers’ calculation of the Deferred Revenue Amount under this Section 1.4.

(b) The Paid Deferred Revenue Amount shall be deducted from the Purchase Price at the Closing.

(c) Upon receipt of payments from customers for any amounts comprising the Billed Deferred Revenue Amount, the Sellers shall promptly pay to the Buyer the amounts so received.

1.5 Consents to Assignment . Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Assigned Contract, Permit, or any claim, right or benefit arising under any such Assigned Contract or Permit, or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof. If any Assigned Contract or Permit is not assigned or transferred pursuant to the preceding sentence, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Buyer would not receive all such rights, then, in each such case, (a) such Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, the Sellers and the Buyer will cooperate, in all reasonable respects, to obtain the Deferred Consent applicable to such Deferred Item as soon as practicable after the Closing, and (c) until such Deferred Consent is obtained, the Sellers and the Buyer will cooperate, in all reasonable respects, to provide to the Buyer the benefits under each Deferred Item to which such Deferred Consent relates (with the Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, with respect to each Deferred Item and until the applicable Deferred Consent is obtained, the Buyer and the Sellers shall enter into such reasonable arrangements (including subleasing or subcontracting if permitted) to provide to the Parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Deferred Item, including enforcement for the benefit of the Buyer of all claims or rights arising thereunder, and the performance by the Buyer of the obligations thereunder on a prompt and punctual basis.

1.6 Further Assurances . At any time and from time to time after the Closing Date, as and when requested by any Party hereto and at such Party’s expense, each other Party shall promptly execute and deliver, or cause to be executed and delivered, all such documents, instruments and certificates and shall take, or cause to be taken, all such further or other actions as are reasonably necessary to evidence and effectuate the transactions contemplated by this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each of the Sellers jointly and severally represents and warrants to the Buyer that the statements contained in this Article II are true and correct as of the date hereof, except as set forth in the Disclosure Schedule. The Disclosure Schedule shall be arranged in sections and

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subsections corresponding to the numbered and lettered sections and subsections contained in this Article II. The disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Article II to the extent it is reasonably clear from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. The inclusion of any information in the Disclosure Schedule (or any update thereto) shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material to the Business or is outside the ordinary course of business, consistent with past practice. For purposes of this Agreement, the phrase “to the knowledge of the Sellers” or any phrase of similar import shall mean and be limited to the knowledge of the following individuals: Bruce Johnson, Rob Gillespie, Richard Hunt, Wendi Welton, Chris Petersen, Christopher Biddle and Thomas Baker, respectively the Chief Executive Officer of GHX LLC, Chief Financial Officer of GHX LLC, Interim Chief Financial Officer of GHX LLC, Vice President, Human Resources of GHX LLC, General Counsel of GHX LLC, Vice President of Solution Architecture of the Business and General Manager of the Business.

2.1 Organization, Qualification and Corporate Power .

(a) GHX LLC . GHX LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to conduct business under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities, in each case as they relate to the Business, makes such qualification necessary, except for any such failure to be qualified that neither is, nor would reasonably be expected to be, material to the Business. GHX LLC has all requisite limited liability company power and authority to carry on the business in which it is now engaged and to own and use the properties now owned and used by it.

(b) GHX Inc . GHX Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to conduct business under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities, in each case as they relate to the Business, makes such qualification necessary, except for any such failure to be qualified that neither is, nor would reasonably be expected to be, material to the Business. GHX Inc. has all requisite corporate power and authority to carry on the business in which it is now engaged and to own and use the properties now owned and used by it.

2.2 Authority . Each of the Sellers has all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by the each of the Sellers of this Agreement and such Ancillary Agreements and the consummation by each of the Sellers of the transactions contemplated hereby and thereby have been validly authorized by all necessary action on the part of each of the Sellers. This Agreement has been, and such Ancillary Agreements will be, validly executed and delivered by each of the Sellers and, assuming this Agreement and each such Ancillary Agreements constitute the valid and binding obligation of the Buyer, constitutes or will constitute a valid and binding obligation of each of the Sellers, enforceable against each of the Sellers in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other

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similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

2.3 Noncontravention . Neither the execution and delivery by any of the Sellers of this Agreement or the Ancillary Agreements to any of the Sellers will be a party, nor the consummation by any of the Seller of the transactions contemplated hereby or thereby, will:

(a) conflict with or violate any provision of the charter or bylaws of any of the Sellers;

(b) require on the part of any of the Sellers any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except for any filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to be, material to the Business;

(c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate or modify, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness or Security Interest to which any of the Sellers is a party or by which any of the Sellers is bound or to which any of any of the Sellers’ respective assets is subject, except for (i) any conflict, breach, default, acceleration or right to terminate or modify that neither is, nor would reasonably be expected to be, material to the Business or (ii) any notice, consent or waiver the absence of which neither is, nor would reasonably be expected to be, material to the Business

(d) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate or modify, or require any notice, consent or waiver under any Assigned Contract; or

(e) violate any order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to any of the Sellers or any of their respective properties or assets, except for any violation that neither is, nor would reasonably be expected to be, material to the Business.

2.4 Pro Forma Income Statements . The pro forma income statements set forth in Section 2.4 of the Disclosure Schedule fairly and accurately present the operations of the Business for the periods to which they purport to relate.

2.5 Absence of Certain Changes . Except as contemplated by this Agreement, between the Reference Date and the date of this Agreement, there have not been any changes in the financial condition or results of operations of the Business, except for any changes that neither are, nor would reasonably be expected to be, material to the Business. Except as contemplated by this Agreement, between the Reference Date and the date of this Agreement, none of the Sellers has taken any of the following actions (or permitted any of the following events to occur):

(a) sold, assigned or transferred any portion of the Acquired Assets;

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(b) suffered any extraordinary losses (whether or not covered by insurance) relating to, and material to, the Business;

(c) granted or amended any rights to severance benefits, “stay pay” or termination pay to any Business Employee or increased benefits payable or potentially payable to any such Business Employee under any previously existing severance benefits, “stay-pay” or termination pay arrangements, in each case (i) except as required by law, (ii) except for grants or amendments that are substantially consistent with the past practice of the Business and (iii) except for obligations that will not constitute an Assumed Liability;

(d) made any capital expenditures or commitments therefor relating primarily or exclusively to the Business in an amount in excess of $10,000, except in the ordinary course of business, consistent with past practice;

(e) acquired any operating business, whether by merger, stock purchase or asset purchase, except for any such business which did not become a part of the Business;

(f) incurred or guaranteed any indebtedness for borrowed money that relates primarily to the Business or creates a Security Interest in any of the Acquired Assets, except in the ordinary course of business, consistent with past practice;

(g) entered into any employment, compensation or deferred compensation agreement (or any amendment to any such existing agreement) with any Business Employee, except as required by law;

(h) materially changed its accounting principles, methods or practices, as each relates to the Business, except in each case to conform to changes in GAAP or applicable local generally accepted accounting principles; or

(i) entered into any agreement or commitment with respect to any of the matters referred to in paragraphs (a) through (h) of this Section 2.5.

2.6 Undisclosed Liabilities . To the knowledge of the Sellers, the Business does not have any liability of a nature which is material to the Business, except for (a) payables incurred in the ordinary course of business and (b) liabilities under contracts which are not required by GAAP to be reflected on a balance sheet.

2.7 Tax Matters .

(a) Each of the Sellers has filed or had filed on it behalf all Tax Returns with respect to the Business that it was required to file (separately or as part of a consolidated, combined or unitary group) and all such Tax Returns were correct and complete in all material respects. Each of the Sellers has paid (or had paid on its behalf) all material Taxes that are due and payable with respect to the Business. All Taxes attributable to the period commencing on the day following the Reference Date and continuing through the Closing Date have arisen in the

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ordinary course of business, consistent with past practice. To the extent they relate to the Business, all Taxes that any of the Sellers is or was required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Entity, except for any such Taxes with respect to which the failure to withhold, collect or pay neither is, nor would reasonably be expected to be, material to the Business.

2.8 Tangible Personal Property . The Sellers have good title to, a valid leasehold interest in or a valid license or right to use, all of the material tangible personal property included among the Acquired Assets, free and clear of all Security Interests. Such material tangible personal property is (a) free from material defects and is in good operating condition and repair (normal wear and tear excepted) and (b) suitable for the purposes for which it presently is used.

2.9 Real Property . There is no Owned Real Property or Leased Real Property.

2.10 Intellectual Property .

(a) Section 2.10(a) of the Disclosure Schedule lists all Business Registrations, in each case enumerating specifically the applicable filing or registration number, title, jurisdiction in which filing was made or from which registration issued, date of filing or issuance, names of all current applicant(s) and registered owners(s), as applicable. All assignments of Intellectual Property Registrations to any of the Sellers that are among the Acquired Assets have been properly executed and recorded. To the knowledge of the Sellers, all Business Registrations are valid and enforceable and all issuance, renewal, maintenance and other payments that are or have become due with respect thereto have been timely paid by or on behalf of the Seller.

(b) The Business Registrations do not include any Patent Rights, Trademark registrations or Trademark applications.

(c) (i) Section 2.10(c)(i) of the Disclosure Schedule sets forth a true and complete list of all Customer Offerings under the heading “Customer Offerings” and Internal Systems under the heading “Internal Systems.” (ii) Subject to obtaining the consents set forth in Section 2.10(c)(ii) of the Disclosure Schedule, each item of Business Intellectual Property will be owned or available for use by the Buyer immediately following the Closing on substantially identical terms and conditions as it was immediately prior to the Closing. (iii) Except as set forth in Section 2.10(c)(iii) of the Disclosure Schedule, GHX LLC is the sole and exclusive owner of all Business Owned Intellectual Property, free and clear of any Security Interests, and all joint owners of the Business Owned Intellectual Property are listed in Section 2.10(c)(iii) of the Disclosure Schedule. (iv) The Business Owned Intellectual Property includes all object code, source code and Documentation for any Software included in the Customer Offerings and all other confidential information constituting, embodied in or pertaining to such Software. (v) The Development Tools include all development tools utilized in connection with the Customer Offerings prior to the date of this Agreement. (vi) Following the Closing Date, none of the Sellers will retain any Intellectual Property rights that would, as a matter of U.S. or foreign Intellectual Property law, require Buyer to obtain any of the Sellers’ consent to Exploit the Customer Offerings.

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(d) The Sellers have taken reasonable measures to protect the proprietary nature of each item of Business Owned Intellectual Property, and to maintain in confidence all trade secrets and confidential information comprising a part thereof. The Sellers have complied with all contractual and legal requirements pertaining to information privacy and security applicable to the Business. No complaint relating to an improper use or disclosure of, or a breach in the security of, any such information with respect to the Business has been made or, to the knowledge of the Sellers, threatened against any of the Sellers. To the knowledge of the Sellers, there has been no (i) unauthorized disclosure of any third party proprietary or confidential information in the possession, custody or control of any of the Sellers with respect to the Business or (ii) breach of any of the Sellers’ security procedures with respect to the Business whereby confidential information has been disclosed to a third person. None of the Sellers has granted a sublicense to any of the Trademarks included among the Acquired Assets.

(e) None of the Customer Offerings (except for Customer Offerings that are not yet under development), or the Exploitation thereof by any of the Sellers or by any customer or user thereof in accordance with such customer’s or user’s license agreement therefor, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any third party. The Sellers have not, directly or indirectly, distributed any Customer Offerings through a reseller or distributor. Except as set forth on Section 2.10(e) of the Disclosure Schedule, there has been no complaint, claim or notice, or threat of any of the foregoing (including any notification that a license under any patent is or may be required), received by any of the Sellers alleging any such infringement, violation or misappropriation or request or demand for indemnification or defense received by the Seller from any customer, user or any other third party. The Sellers have provided to the Buyer copies of all such complaints, claims, notices, requests, demands or threats, as well as any studies, market surveys and analyses relating to any alleged or potential infringement, violation or misappropriation.

(f) To the knowledge of the Sellers, no person (including any current or former employee or consultant of any of the Sellers) is infringing, violating or misappropriating any of the Business Owned Intellectual Property or any Business Licensed Intellectual Property which is exclusively licensed to the Sellers (or any of them). The Sellers have provided to the Buyer copies of all written correspondence, analyses, complaints, claims, notices or threats concerning the infringement, violation or misappropriation of any Business Owned Intellectual Property.

(g) Section 2.10(g) of the Disclosure Schedule identifies each license, covenant or other agreement that remains in effect and has not been terminated or expired by its terms pursuant to which any of the Sellers has assigned, transferred, licensed, distributed or otherwise granted any right or access to any person, or covenanted not to assert any right, with respect to any past, existing or future Business Intellectual Property. Except as set forth on Section 2.10(g) of the Disclosure Schedule, none of the Sellers has agreed to indemnify any person against any infringement, violation or misappropriation of any Intellectual Property rights with respect to any Customer Offerings. None of the Sellers is a member of or party to any patent pool, industry standards body, trade association or other organization pursuant to the rules of which it is obligated to license any existing or future Business Intellectual Property to any person.

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(h) (i) Section 2.10(h)(i) of the Disclosure Schedule identifies (A) each item of Business Licensed Intellectual Property and the license or agreement pursuant to which any of the Sellers Exploits it (excluding currently-available, off the shelf software programs that are part of the Internal Systems and are licensed by any of the Sellers pursuant to “shrink wrap” licenses, the total fees associated with which are less than $2,500 (each, a “ Shrink Wrap License ”) and (B) each agreement, contract, assignment or other instrument pursuant to which any of the Sellers has obtained any joint or sole ownership interest in or to each item of Business Owned Intellectual Property. (ii) Except as set forth on Section 2.10(h)(ii) of the Disclosure Schedule, no third party inventions, methods, services, materials, processes or Software are included in or required to Exploit the Customer Offerings. (iii) None of the Customer Offerings or Internal Systems includes “shareware,” “freeware” or other Software or other material that was obtained by any of the Sellers from third parties other than pursuant to the license agreements listed in Section 2.10(h)(i) of the Disclosure Schedule or a Shrink Wrap License.

(i) None of the Sellers has licensed, distributed or disclosed, or knows of any distribution or disclosure by others (including its employees and contractors) of, the Business Source Code to any person, except pursuant to the agreements listed in Section 2.10(i) of the Disclosure Schedule, and each of the Sellers has taken reasonable physical and electronic security measures to prevent disclosure of such Business Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, nor will the consummation of the transactions contemplated hereby, result in the disclosure or release of such Business Source Code by any of the Sellers, any escrow agent or any other person to any third party. None of the Sellers has any rights to access or view the source code of any Software included in the Internal Systems.

(j) All of the Software and Documentation comprising, incorporated in or bundled with the Customer Offerings have been designed, authored, tested and debugged by regular employees of one of the Sellers within the scope of their employment or by independent contractors of one of the Sellers who have executed valid and binding agreements expressly assigning all right, title and interest in such copyrightable materials to the GHX LLC, waiving their non-assignable rights in favor of GHX LLC and its permitted assigns and licensees, and have no residual claim to such materials to the extent legally permissible.

(k) None of the Sellers has (i) incorporated Open Source Materials into, or combined Open Source Materials with, the Customer Offerings; (ii) distributed Open Source Materials in conjunction with any other Software developed or distributed by any of the Sellers in connection with the Business; or (iii) used in connection with the Business any Open Source Materials that create, or purport to create, obligations for any of the Sellers with respect to the Customer Offerings or grant, or purport to grant, to any third party, any rights or immunities under Intellectual Property rights (including, but not limited to, using any Open Source Materials that require, as a condition of Exploitation of such Open Source Materials, that other Software incorporated into, derived from or distributed with such Open Source Materials be (x) disclosed or distributed in source code form, (y) licensed for the purpose of making derivative works, or (z) redistributable at no charge or minimal charge).

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(l) Each current or former employee or independent contract or any of the Sellers that has performed work relating to the Business has executed a valid and binding written agreement expressly assigning to one of the Sellers all right, title and interest in any inventions and works of authorship, whether or not patentable, invented, created, developed, conceived and/or reduced to practice during the term of such employee’s employment or such independent contractor’s work for such Seller, and all Intellectual Property rights therein, to the extent legally permissible. Each current and former employee or independent contractor of each prior owner of the Customer Offerings (each, a “ Prior Owner ”) performed work relating to the Business has executed a valid and binding written agreement expressly assigning to such Prior Owner all right, title and interest in any inventions and works of authorship, whether or not patentable, invented, created, developed, conceived and/or reduced to practice during the term of such employee’s employment or such independent contractor’s work for such Prior Owner, and all Intellectual Property rights therein, to the extent legally permissible, and all such rights have been properly assigned by such Prior Owner to one of the Sellers.

(m) With respect to the Business, each of the Sellers has maintained reasonable computer hardware and network security controls intended to safeguard the Business (including the Customer Offerings and the Internal System) against the risk of business disruption arising from virus attacks, unauthorized activities or any employee or contractor, hackers or any other person. To the knowledge of the Sellers, the Customer Offerings and the Internal Systems do not contain any virus, worm, Trojan horse or other malicious code that may or are intended to impair their intended performance or otherwise permit unauthorized access to, hamper, delete or damage any computer system, software, network or data. The Customer Offerings and the Internal Systems do not contain any disabling device, back door or other disruptive code that may or are intended to impair their intended performance or otherwise permit unauthorized access to, hamper, delete or damage any computer system, software, network or data. None of the Sellers has received any warranty claims (other than requests for maintenance and support in the ordinary course), contractual terminations or requests for settlement or refund due to the failure of the Customer Offerings to meet their specifications or otherwise to satisfy end user needs or for harm or damage to any third party.

(n) None of the Sellers has sought, applied for or received any support, funding, resources or assistance from any federal, state, local or foreign governmental or quasi-governmental agency or funding source in connection with the Exploitation of the Customer Offerings, the Internal Systems or any facilities or equipment used in connection therewith.

2.11 Contracts .

(a) The Disclosure Schedule lists all of the Assigned Contracts and each of the following contracts or agreements to which any of the Sellers is a party and that relate exclusively or primarily to the Business:

(i) each agreement (or group of related agreements with the same party) for the lease of personal property from or to third parties providing for lease payments the remaining unpaid balance of which is in excess of $5,000;

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(ii) each agreement (or group of related agreements with the same party) for the purchase of products or services under which the undelivered balance of such products and services is in excess of $5,000;

(iii) each agreement (or group of related agreements with the same party) which involves payments to be made to any of the Sellers in excess of $5,000, either pursuant to a contract with a customer or pursuant to any other contract or agreement for the sale of goods and services outside of the ordinary course of business, consistent with past practice;

(iv) each agreement for the acquisition of any operating business, whether by merger, stock purchase or asset purchase, except for any such business which did not become a part of the Business;

(v) each agreement establishing a partnership or joint venture;

(vi) each agreement (or group of related agreements with the same party) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness the outstanding balance of which is more than $5,000 or under which it has imposed a Security Interest on any of the Acquired Assets;

(vii) each agreement that restricts where any of the Sellers may conduct the Business, the type or line of business in which the Business may engage or the parties with whom any of the Sellers may engage in the Business;

(viii) each agreement involving the compensation of the Business Employees; and

(ix) each severance, “stay pay” or termination agreement relating to a Business Employee;

provided , however , that no agreement referred to in clauses (i) through (ix) above need be disclosed unless any of the Sellers currently has, or may in the future have, any rights or obligations thereunder.

(b) The Sellers have made available to the Buyer a complete and accurate copy of each Designated Contract that is an Assigned Contract or has been requested by the Buyer. Each Designated Contract is a valid and binding obligation of each the Sellers that is a Party thereto and, to the knowledge of the Sellers, of each other party thereto, except for any such failure to be valid and binding that neither is, nor would reasonably be expected to be, material to the Business.

2.12 Litigation . The Disclosure Schedule lists, as of the date of this Agreement, each (a) judgment, order, decree, stipulation or injunction of any Governmental Entity naming any of the Sellers that relates to the Business, and (b) action, suit or proceeding by or before any Governmental Entity to which any of the Sellers is party that relates to the Business.

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2.13 Employment Matters .

(a) The Disclosure Schedule contains a list, as of the date of this Agreement, of all Business Employees, along with the position and the annual rate of compensation of each such person. Each current Business Employee has entered into an Employee Confidentiality, Noncompetition and Developments Agreement with one of the Sellers, a copy or form of which has previously been delivered to the Buyer. The Disclosure Schedule contains a list of all Business Employees who are a party to a non-competition agreement with any of the Sellers; copies of such agreements have previously been delivered to the Buyer.

(b) None of the Sellers is, with respect to the Business, a party to or bound by any collective bargaining agreement and none of the Sellers has, with respect to the Business, experienced any material strikes, grievances, claims of unfair labor practices or other collective bargaining disputes.

2.14 Employee Benefits.

(a) A list of all Business Benefit Plans has been made available to the Buyer.

(b) The Business Benefit Plans that are intended to be qualified under Section 401(a) of the Code have received determination letters from the Internal Revenue Service to the effect that such Business Benefit Plans are qualified and the plans and the trusts related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, or the period for obtaining such a determination letter has not yet closed.

(c) None of the Sellers and no ERISA Affiliate during the six most recent years has maintained or been required to contribute to any Employee Benefit Plan subject to Title IV of ERISA or to any Multiemployer Plan.

(d) No act or omission has occurred and no condition exists with respect to any Business Benefit Plan maintained by any of the Sellers, any of its Affiliates or any ERISA Affiliate that would subject the Buyer to any fine, penalty, Tax or liability of any kind imposed under ERISA or the Code, except for any fine, penalty, Tax or liability that neither is, nor would reasonably be expected to be, material to the Business.

2.15 Environmental Matters . Except as described or identified in the Disclosure Schedule or in a document listed in the Disclosure Schedule:

(a) the Business’ operations are in compliance with applicable Environmental Laws, except for any failure to comply with Environmental Laws that neither is, nor would reasonably be expected to be, material to the Business;

(b) there is no pending civil or criminal litigation, written notice of violation or formal administrative proceeding, investigation or claim relating to any Environmental Law involving any property formerly owned or operated by the Business;

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(c) each of the Sellers has those permits, licenses and approvals required under Environmental Law to operate all properties relating to the Business as currently operated by such Seller; and

(d) no Materials of Environmental Concern have been Released by the Business in violation of applicable Environmental Law.

2.16 Legal Compliance . Each of the Sellers, with respect to the Business, is, and since March 10, 2006 has been, in compliance with all applicable laws (including rules and regulations thereunder) of any federal, state or foreign government, or any Governmental Entity, currently in effect with respect to the Business, except where the failure to comply therewith neither is, nor would reasonably be expected to be, material to the Business. None of the Sellers has received written notice of any pending action, suit, proceeding, hearing, investigation, claim, demand or notice relating to the Business alleging any failure to so comply, except for any that neither is, nor would reasonably be expected to be, material to the Business.

2.17 Permits . The Disclosure Schedule lists all Permits held by any of the Sellers. To the knowledge of the Sellers, (a) each Permit listed in the Disclosure Schedule is in full force and effect and none of the Sellers is in violation of or default under any such Permit, (b) no suspension or cancellation of any such Permit has been threatened and (c) the Permits listed on the Disclosure Schedule are all Permits used by any of the Sellers in the operation of the Business.

2.18 Business Relationships with Affiliates . The Disclosure Schedule lists any agreements with respect to the Business whereby any of the Sellers or any of their respective Affiliates supplies or otherwise makes available to the Business any product or service that is not generally commercially available from other parties (other than accounting, finance, human resource, legal and similar administrative services that the Sellers generally provide for their business operations).

2.19 Brokers’ Fees . None of the Sellers has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement that would constitute an Assumed Liability.

2.20 Warranties . The Designated Contracts contain all warranties offered or otherwise in force with respect to the Business (other than warranties under applicable law). The Disclosure Schedule sets forth the aggregate expenses incurred by the Business in fulfilling warranty obligatio