ASSET PURCHASE AND SALE AGREEMENT

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THIS ASSET PURCHASE AND SALE AGREEMENT is made as of the 3rd day of February, 2007 by and among Lion Copolymer, LLC, a limited liability company organized under the laws of the State of Delaware (the “ Purchaser ”), CHEMTURA CORPORATION, a corporation organized under the laws of the State of Delaware (“ Chemtura ”), CHEMTURA CANADA CO./CIE, a corporation organized under the laws of Nova Scotia, CHEMTURA INDUSTRIA QUIMICA DO BRASIL LIMITADA, a limited liability company organized under the laws of Brazil, CHEMTURA ITALY S.R.L., a limited liability company organized under the laws of Italy, CHEMTURA CORPORATION, S.A. DE C.V., a limited liability corporation organized under the laws of Mexico, CHEMTURA NETHERLANDS B.V., a private company with limited liability organized under the laws of the Netherlands, MONOCHEM, INC., a corporation organized under the laws of the State of Louisiana (“ Monochem ”), and UNIROYAL CHEMICAL TAIWAN LTD., a limited liability company organized under the laws of Taiwan.

WHEREAS, the Purchaser desires to purchase from the Sellers (as defined below), and the Sellers desire to sell to the Purchaser, certain assets used in the conduct of the Business (as defined below) by the Sellers, and the Purchaser desires to assume from the Sellers, and the Sellers desire to assign to the Purchaser, certain obligations and liabilities relating to the Business, all upon the terms and subject to the conditions contained herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, the Purchaser and the Sellers hereby agree as follows:

“ 2006 EPDM EBITDA ” shall mean the EBITDA for the EPDM Business for the year ended December 31, 2006 determined in accordance with the Calculation Principles and as set forth on the Reconciliation.

“ 2006 Rubber Chemicals EBITDA ” shall mean the EBITDA for the Rubber Chemicals Business for the year ended December 31, 2006 determined in accordance with the Calculation Principles and as set forth on the Reconciliation.

“ 2007 Budget ” shall mean the budgets for each of the EPDM Business and the Rubber Chemicals Business for the year ending December 31, 2007 prepared by Chemtura and attached hereto as Exhibit A .

“ Accounting Firm ” shall have the meaning set forth in Section 3.2(c)(iv) .

“ Accounts Payable ” shall have the meaning set forth in Section 2.6(b) .

“ Accounts Payable Note ” shall have the meaning set forth in Section 3.1(a)(ii) .

“ Accounts Receivable ” shall mean (a) all trade accounts receivable and other rights to payment from customers of any Seller to the extent arising out of or related to the Business or the Assets and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of any Seller to the extent arising out of or related to the Business or the Assets, (b) all other accounts or notes receivable of any Seller to the extent arising out of or related to the Business or the Assets and the full benefit of all security for such accounts or notes and (c) any claim, remedy or other right related to any of the foregoing, but excluding any such items in (a) through (c) above to the extent arising out of or relating to the PPD Products manufactured at the Non-U.S. Facilities (except those sold to Manufacture Française des Pneumatiques Michelin or Continental AG   or their respective Affiliates, which for the avoidance of doubt are Accounts Receivable for all purposes of this Agreement and are not Retained PPD Receivables)   (the “ Retained PPD Receivables ”).

“ Accounts Receivable Note ” shall have the meaning set forth in Section 6.28 .

“ Acquired Rights Directive ” shall have the meaning set forth in Section 11.7(a) .

“ Act of Cash Sale ” shall mean an act of cash sale or other transfer/deed of land to be delivered at the Closing by the applicable Seller conveying to the Purchaser the Transferred Owned Real Property owned by such Seller, substantially in the form set forth in Exhibit B .

“ Affiliate ” shall mean, with respect to any specified Person, any other Person which, directly or indirectly, controls, is under common control with or is controlled by such specified Person. The term “ control ” as used in the preceding sentence shall mean, (a) with respect to a corporation or other business entity, the right to exercise, directly or indirectly, more than (i) 50% of the voting rights attributable to the shares or other ownership interests of such corporation or other business entity or (ii) for purposes of Sections 4.14(a)(v) and 6.2(d) , 20% of the voting rights attributable to the shares or other ownership interests of such corporation or other business entity, or (b) with respect to any Person other than a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person.

“ Agreement ” shall mean this Asset Purchase and Sale Agreement, including all Exhibits and Schedules hereto.

“ Antitrust Division ” shall mean the Antitrust Division of the United States Department of Justice.

“ Area of Concern ” or “ AOC ” shall mean those areas described as “Areas of Concern” in the Phase II and shall include any additional or new Areas of Concern that may arise out of or be designated as a part of the Phase II.

“ Assets ” shall mean the Purchased Assets, the Assigned Permits and the Purchased Contracts.

“ Assigned Permits ” shall have the meaning set forth in Section 2.2 .

“ Assignment and Assumption Agreement ” shall mean an assignment and assumption agreement substantially in the form set forth in Exhibit C .

“ Assumed Obligations ” shall have the meaning set forth in Section 2.5 .

“ Audited Special Purpose Financial Statements ” shall have the meaning set forth in Section 6.17(a) .

“ Benefit Plan ” shall have the meaning set forth in Section 4.17(a)(i) .

“ Benefit Program ” shall have the meaning set forth in Section 4.17(a)(ii) .

“ Bill of Sale ” shall mean a bill of sale substantially in the form set forth in Exhibit D .

“ Bulk Sales Laws ” shall mean the bulk-transfer provisions of the Uniform Commercial Code (or any similar Law).

“ Business ” shall mean, collectively, the EPDM Business, the Monochem Business and the Rubber Chemicals Business, excluding the Excluded Assets and the Retained Obligations.

“ Business Day ” shall mean any day of the year other than (a) any Saturday or Sunday or (b) any other day on which banks located in New York, New York are required or authorized to be closed for business.

“ Business Employees ” shall mean all employees of any of the Sellers or their Affiliates who, immediately prior to the Closing Date, (a) are non-manufacturing employees and work exclusively in connection with the Business and are listed on Schedule 1.1(a) , (b) are employed at the Geismar Facility or (c) are employed by the Chinese Joint Venture, including, in each case, any such employee on a leave of absence or who is not otherwise actively at work. For the avoidance of doubt, Chemtura’s Vice President and General Manager, Process Chemicals and Polymers, shall not be deemed to be a Business Employee.

“ Business Guarantee ” shall mean any guarantee, indemnity, performance bond, letter of credit, deposit or other security or contingent obligation in the nature of a financial obligation, including letters of comfort or support, entered into or granted by any Seller or any of their Affiliates in relation to or arising out of any Liabilities of any Seller or any of their Affiliates in connection with the Business that is set forth on Schedule 1.1(b) .

“ Business Material Adverse Effect ” shall mean any (i) change in or effect on the condition (financial or otherwise), business, results of operations or assets and liabilities of the Business, taken as a whole, that is material and adverse to the Business or (ii) change or effect that prevents the consummation by any of the Sellers of any of the transactions contemplated by this Agreement; provided , however , that none of the following shall be deemed to constitute and none of the following shall be taken into account in determining whether there has been a Business Material Adverse Effect: any adverse change or effect arising from or relating to (a) general business or economic conditions, (b) national or international political or social conditions, including the engagement by the United States in war or major hostilities or the occurrence of any terrorist attack upon the United States, (c) the taking of any action contemplated by this Agreement or any Related Agreement or consented to by the Purchaser or (d) the disclosure of this Agreement or any Related Agreement or the transactions contemplated hereby or thereby as permitted by this Agreement and the Confidentiality Agreement, except in the case of clause (a) or (b) to the extent the Business suffers a disproportionately adverse impact from such adverse change or effect as compared to other businesses in the same industry.

“ Business Portion ” shall have the meaning set forth in Section 2.3(c) .

“ Calculation Principles ” shall mean the accounting principles set forth on Schedule 1.1(c) , as applied on a consistent basis by the Sellers, subject to revision pursuant to Section 6.29 .

“ Chemtura ” shall have the meaning set forth in the Preamble.

“ Chemtura Master Supply Agreement ” shall mean a master supply agreement between the Purchaser and Chemtura with respect to the supply to the Purchaser by Chemtura of the products set forth on Schedule 1.1(d) in a form to be agreed to between Chemtura and the Purchaser in accordance with Section 6.25 .

“ Chemtura Names ” shall mean the business names, brand names, trade names, trademarks, service marks and domain names “Chemtura,” “Crompton,” “Great Lakes” and “Uniroyal,” any business name, brand name, trade name, trademark, service mark or domain name that includes “Chemtura,” “Crompton,” “Great Lakes” or “Uniroyal,” any portion thereof, any and all other derivatives thereof and any and all logos consistently used by Sellers in combination therewith prior to the Closing.

“ Chinese Consents ” shall mean the Consents required to be obtained from the relevant Governmental Authorities in connection with a transfer of an equity interest in the Chinese Joint Venture.

“ Chinese Joint Venture ” shall mean Chemtura-CNCCC Danyang Chemical Company, Limited (CCDCCL), a Chinese-foreign equity joint venture registered in the People’s Republic of China formed pursuant to that certain Equity Joint Venture Contract, dated August 19, 2000, as amended from time to time.

“ Chinese Joint Venture Assets ” shall have the meaning set forth in Section 4.6(b) .

“ Chinese Joint Venture Intellectual Property ” shall mean all Intellectual Property owned by the Chinese Joint Venture.

“ Chinese Trademark License Agreement ” shall mean a trademark license agreement between Chemtura and the Purchaser, substantially in the form set forth in Exhibit E .

“ Claim Notice ” shall have the meaning set forth in Section 12.5 .

“ Closing ” shall mean the consummation of the transactions contemplated herein as contemplated by Article 9 .

“ Closing Date ” shall mean the date on which the Closing occurs.

“ Closing Proration Amount ” shall have the meaning set forth in Section 2.7 .

“ Closing Statement ” shall have the meaning set forth in Section 3.2(c)(ii) .

“ Closing Working Capital Amount ” shall mean the Working Capital as of the Closing Date set forth on the final Closing Statement.

“ Code ” shall mean the United States Internal Revenue Code of 1986, as amended.

“ Competing Business ” shall have the meaning set forth in Section 6.11(a)(i) .

“ Confidential Information ” shall have the meaning set forth in Section 6.8(c) .

“ Confidentiality Agreement ” shall mean the confidentiality agreement, dated August 2, 2006, between Chemtura and Lion Chemical Capital, LLC.

“ Consent ” shall mean a consent, authorization or approval of a Person, or a filing or registration with a Person.

“ Contract ” shall mean a contract, lease, license, sales order, purchase order, indenture, mortgage, note, bond, warrant, instrument or other agreement, arrangement, understanding or commitment that is binding on a Person or its property.

“ Current Liabilities ” shall mean all current liabilities of the Sellers reflected in the most recent Pre-Signing Financial Statements and current liabilities of the type described therein arising in the ordinary course and in accordance with this Agreement from September 30, 2006 through the Closing, in each case to the extent arising out of or with respect to the Assets or the Business and determined in accordance with the Calculation Principles, but excluding any current liabilities of the Sellers that (i) are part of the Retained Obligations, (ii) relate to any of the proceedings listed on Schedule 4.12 , (iii) arise out of or with respect to the Excluded Assets or (iv) are otherwise contemplated to be retained by the Sellers hereunder.

“ Debt Financing ” shall have the meaning set forth in Section 5.5(a) .

“ Designated Agreements ” shall mean those agreements specified in Schedule 1.1(e) .

“ Disclosing Party ” shall have the meaning set forth in Section 6.8(d) .

“ Dollars ” or numbers preceded by the symbol “$” shall mean amounts in United States dollars.

“ EBITDA ” means earnings before taxes, interest income and expense, depreciation and amortization expense, determined in accordance with the Calculation Principles, applied in a manner consistent with the preparation of the Pre-Signing Financial Statements.

“ Employee Exhibit ” shall mean Exhibit China and any other applicable employee Exhibit pursuant to Section 11.3 .

“ Encumbrance ” shall mean, with respect to the Transferred Owned Real Property, a Lien, lease, license, covenant, option, restriction, easement, servitude, right of way or other encumbrance or title defect.

“ Enforceability Limitations ” shall mean limitations on enforcement and other remedies imposed by or arising under or in connection with applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws affecting creditors’ rights generally from time to time in effect or general principles of equity.

“ Environmental Claim ” shall mean any notice or Proceeding commenced by or threatened in writing by a Governmental Authority or Person against any Purchaser Indemnified Party or Seller Indemnified Party, as the case may be, that claims the existence of an Environmental Violation or asserts or alleges any Environmental Liabilities.

“ Environmental Law ” shall mean all Laws governing or relating to pollution or protection of human health and safety (including worker health and safety) or the environment (including ambient air, surface water, ground water, land, surface or subsurface strata, and natural resources), including: (i) those providing liability in connection with or imposing cleanup, investigatory or remediation obligations relative to any Release or threatened Release of Hazardous Substances; and (ii) those otherwise relating to any environmental aspect of the manufacture, processing, distribution, use, treatment, storage, disposal, emission, discharge, transport or handling of Hazardous Substances (including, without limitation, the federal Occupational Safety and Health Act, and any supernational, regional, state, local or provincial counterparts or analogues thereto).

“ Environmental Liability ” shall mean any and all Losses, Liabilities, costs (including investigative, monitoring, containment, disposal and remediation costs and court costs and other costs of administrative or judicial proceedings), fines and penalties, judgments, awards or damages (including personal injury and property damages based on or arising out of exposure to Hazardous Substances), natural resource damages and assessments, third party claims, injunctive relief (including the costs of equipment and controls required to restore the operations to compliance with Environmental Law as in effect on the Closing) including fees (including reasonable attorney, expert, engineering and consultant fees) arising under or with respect to (a) any Environmental Laws or (b) any Environmental Violations.

“ Environmental Permit ” shall mean all Permits under any Environmental Laws for the lawful operation of the Business as it was conducted immediately prior to the Closing Date.

“ Environmental Violations ” shall mean any and all acts, omissions, conditions, Releases, or incidents related to the operations of the Sellers (before the Closing) or the Purchaser or subsequent owners or operators (after the Closing) at the Geismar Facility or the Monochem Facility or the operations of the Chinese Joint Venture that violate any Environmental Law.

“ EPDM Business ” shall mean the Sellers’ business of producing, marketing and selling ethylene propylene diene monomer rubber and ethylene propylene copolymer and terpolymer rubber.

“ Equity Financing ” shall have the meaning set forth in Section 5.5(b) .

“ ERISA ” shall mean the United States Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” shall mean, with respect to any Person, any corporation, trade or business which, together with such Person, is a member of a controlled group of corporations or a group of trades or businesses under common control within the meaning of section 414 of the Code.

“ ERISA Group ” shall have the meaning set forth in Section 4.17(d) .

“ Estimated Closing Statement ” shall have the meaning set forth in Section 3.2(c)(i) .

“ Estimated Working Capital Amount ” shall have the meaning set forth in Section 3.2(c)(i) .

“ Evaluation Material ” shall have the meaning set forth in Section 13.18 .

“ Excluded Assets ” shall have the meaning set forth in Section 2.4 .

“ Factored Accounts Receivable ” shall mean the Foreign Accounts Receivable that, as of 12:00:01 a.m. (eastern time) on the Closing Date, shall have been converted to cash following the factoring of such receivables by the applicable Sellers pursuant to the General Conditions for Factoring Operations, dated June 25, 2003, between Crompton Chemical S.R.L. and Mediofactoring SpA; General Conditions for Factoring Operations, dated June 25, 2003, between Crompton Europe B.V. and Mediofactoring SpA; General Conditions for Factoring Operations, dated June 25, 2003, between Crompton VA GmbH and Mediofactoring SpA and General Conditions for Factoring Operations, dated June 25, 2003, between Crompton GmbH and Mediofactoring SpA.

“ Financeability Letter ” shall have the meaning set forth in Section 5.5(a) .

“ FIRPTA ” shall mean the Foreign Investment Real Property Tax Act, as amended.

“ Foreign Accounts Receivable ” shall mean all Accounts Receivable of Chemtura Italy S.R.L., Chemtura Corporation, S.A. de C.V., Chemtura Industria Quimica do Brasil Limitada, Uniroyal Chemical Europe B.V. and Uniroyal Chemical Taiwan Ltd.

“ Foreign Benefit Plans ” shall mean any employee benefit plan, contract, program, policy or arrangement (including any type of plan or arrangement described in Section 4.17(a) ) for the benefit of any Non-U.S. Employee.

“ Foreign Implementation Agreements ” means the various agreements to be executed by the Purchaser (or its designated Affiliates), on the one hand, and the applicable Sellers, on the other hand, for the purpose of implementing the transfer and conveyance on the Closing Date of certain Purchased Assets and Assumed Obligations in Mexico and Brazil to the Purchaser (or its designated Affiliates) by the applicable Sellers, if the parties determine that such agreements are necessary in order to comply with applicable Law.

“ FTC ” shall mean the Federal Trade Commission.

“ GAAP ” shall mean accounting principles generally accepted in the United States.

“ Geismar Facility ” shall mean the Real Property owned by Chemtura and located at 36191 Highway 30, Geismar, Louisiana 70734 and as more particularly described on Schedule 1.1(f) , excluding the Geismar Retained Land.

“ Geismar Landfill ” shall mean the closed landfill at the Geismar Facility, more particularly described as Cell A and Cell B and covered by the RCRA Permit.

“ Geismar Response Action Costs ” shall mean any and all costs and expenses incurred in connection with the Geismar Response Actions, including: costs and expenses of environmental consultants; costs and expenses of treating and disposing of Hazardous Substances; costs and expenses of conducting sampling and monitoring; and reimbursements of costs and expenses incurred by any Governmental Authority relating to any of the foregoing excluding (a) any lost profits arising from a temporary shutdown of the Geismar Facility in order to undertake any response actions and (b) any internal personnel costs of the Purchaser for overseeing the Geismar Response Action (other than, for the avoidance of doubt, costs that the Purchaser incurs subject to paragraph 2.1 of Schedule 12.9(a) ). As used herein, the term “temporary” shall mean a shut down or shut downs of no more than 48 hours total over a running 365 day annual period, but the term “shut down” shall not include any periods of time when the Geismar Facility is shut down for reasons unrelated to the Geismar Response Actions.

“ Geismar Response Actions ” shall mean those actions conducted under the supervision of any applicable Governmental Authority on or after the Closing Date, to implement RCRA corrective action obligations at the Geismar Facility arising out of actions, events or circumstances that occurred before the Closing Date, including any investigation and/or remediation obligations contained in the Geismar Facility’s Modified Hazardous Waste Post-Closure Permit, dated March 23, 1998, Permit No. LAD008194060-PC-1 (the “ RCRA Permit ”), and any RCRA Permit renewal.

“ Geismar Retained Land ” shall mean the parcel of Real Property located in close proximity to the Geismar Facility and as more particularly shown on Schedule 1.1(g) .

“ Governmental Authority ” shall mean any federal, state, provincial, local or foreign government or subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any federal, state, provincial, local or foreign government.

“ Governmental Required Consent ” shall mean, with respect to a Person, (i) the Chinese Consents related to the transfer of the 100% equity interest in the Chinese Joint Venture from Chemtura to the Purchaser and (ii) the approvals and consents required for the transfer of any Environmental Permit.

“ Ground Lease ” shall mean a ground lease between Chemtura and the Purchaser providing for the lease by Chemtura to the Purchaser of Building 112 located at the Naugatuck Site in a form to be agreed to between Chemtura and the Purchaser in accordance with Section 6.25 .

“ Group Contract ” shall mean any Contract under which (a) the Business and (b) at least one other business unit of any Seller or any of their respective Affiliates purchase or sell goods or services on a joint basis or otherwise have rights or obligations.

“ Hazardous Substance ” shall mean any chemical, pollutant, contaminant, waste, toxic or hazardous substance or material, crude oil, petroleum and petroleum products or by-products, polychlorinated biphenyls, asbestos or asbestos-containing materials, lead or lead-based paints or materials, free crystalline silicates or silica, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas), or radioactive material and any and all other terms of similar import, substances, or materials including wastes that are identified, listed, regulated or as to which liability may be imposed at any time under Environmental Laws whether or not such substance or material is defined as hazardous under the Environmental Laws.

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

“ Indemnified Person ” shall mean the Person or Persons entitled to, or claiming a right to, indemnification under Article 12 .

“ Indemnifying Person ” shall mean the Person or Persons claimed by the Indemnified Person to be obligated to provide indemnification under Article 12 .

“ Information and Records ” shall have the meaning set forth in Section 2.1(e) .

“ Initial Purchase Price ” shall have the meaning set forth in Section 3.1(a)(i) .

“ Intellectual Property ” shall mean all of the following rights, title, or interest in or arising under the laws of the United States, any state, any other country, or international treaty regime, whether or not filed, perfected, registered, or recorded, including all renewals thereof: (i) certificates of invention and other indicia of invention ownership, patents, patent applications, and patent rights, including any such rights granted upon any reissue, reexamination, division, extension, provisional, continuation, or continuation-in-part applications, and equivalent or similar rights anywhere in the world in inventions and discoveries; (ii) rights associated with works of authorship and literary property rights, including copyrights, copyright applications and copyright registrations, and moral rights; (iii) rights relating to know-how or trade secrets, including ideas, concepts, methods, techniques, inventions (whether patentable or unpatentable), and other works, whether or not developed or reduced to practice, rights in industrial property, customer, vendor, and prospect lists, and all associated information or databases, and other confidential or proprietary information; (iv) trademarks, service marks, logos, images, trade dress, domain names, trade names, and service names, whether or not registered, and the goodwill associated therewith; and (v) any rights analogous to those set forth in the preceding clauses and any other proprietary rights relating to intangible property anywhere in the world, including all intellectual property rights in and to customer lists, databases, data collections, engineering data, manufacturing and production processes and procedures, design documents and analyses, diagrams, documentation, drawings, formulae, marketing plans, methodologies, processes, program listings, protocols, sales data, schematics, specifications, computer data, computer programs and software (in any form including source code and executable or object code), web sites, and other forms of technology (whether or not embodied in any tangible form and including all tangible embodiments of the foregoing such as blueprints, compilations of information, instruction manuals, notebooks, prototypes, reports, samples, studies, and summaries).

“ Intellectual Property Claim ” shall mean the assertion by any Person of a claim (whether asserted in writing, by action, suit or proceeding or otherwise) that any Seller’s ownership, use, marketing, sale or distribution of any Inventory, equipment, Intellectual Property or other Property is violative of any ownership of or right to use any Intellectual Property of such Person.

“ Interim Financial Statements ” shall have the meaning set forth in Section 6.17(b) .

“ Inventory ” shall mean (a) all supplies, materials and other inventories of raw materials and works-in-progress owned by the Sellers and located at the Geismar Facility, to the extent used or held for use in the Business and (b) all inventories of finished goods owned by the Sellers wherever located, including any inventories on consignment and any inventories located in warehouses or similar facilities, to the extent used in or held for use or sale by or in the Business, other than the Retained PPD Inventory.

“ IRS ” shall mean the United States Internal Revenue Service.

“ Known Pre-Closing Environmental Liabilities ” shall mean all Environmental Liabilities, Environmental Claims or Losses including the Geismar Response Action Costs based on, arising out of, or related to the Geismar Landfill, the Wastewater Tank Decommissioning Action Costs, the Phase II, the Sellers’ Financial Assurance Obligations, the AOCs and the SWMUs.

“ Law ” shall mean (a) the civil code and all treaties, laws, statutes, and ordinances (including common law) of any Governmental Authority and (b) any order, injunction, judgment, directive, rule or regulation of any Governmental Authority of competent jurisdiction, having the effect of law.

“ LDEQ ” shall mean the Louisiana Department of Environmental Quality.

“ Leased Real Property ” shall have the meaning set forth in Section 4.8(c) .

“ Liabilities ” shall mean any and all debts, liabilities, obligations, commitments, responsibilities, fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, due or to become due, whenever arising, including any costs, expenses, interest, reasonable attorneys’ fees, disbursements and expense of counsel, expert and consulting fees and costs related thereto or to the investigation or defense thereof.

“ LIBOR Rate ” shall have the meaning set forth in Section 3.2(c)(vii) .

“ License Agreements ” shall mean (a) the Chinese Trademark License Agreement and (b) the license agreements pursuant to which the Sellers will license to the Purchaser the Intellectual Property, if any, used in and necessary for the conduct of, or developed primarily for use in, the Business as it is presently conducted and not transferred to the Purchaser as part of the Transferred Intellectual Property, including the Intellectual Property set forth in part A of Schedule 1.1(h) , and the license agreement or agreements pursuant to which the Purchaser will license the patents and trademarks set forth in part B of Schedule 1.1(h) to Chemtura, in the case of clause (b) in a form to be agreed to between Chemtura and the Purchaser in accordance with Section 6.25 .

“ Lien ” shall mean, for any property or asset of a Person, a lien, security interest, mortgage, pledge, charge, servitude or encumbrance in, of or on such property or asset in favor of any other Person, except those in favor, or for the benefit, of the Purchaser. The term “Lien” shall also include title exceptions and encumbrances affecting Real Property, including reservations, exceptions, encroachments, easements, servitudes, rights-of-way, covenants, conditions, restrictions and leases.

“ Loss ” or “ Losses ” shall mean any and all Liabilities, damages, awards, judgments, losses, settlement payments, Taxes, reasonable costs and reasonable expenses (including reasonable fees for legal, accounting and similar expenses, court costs and other costs of administrative proceedings or litigation), fines or penalties, in each case whether known or unknown, suspected or unsuspected.

“ Material Contracts ” shall have the meaning set forth in Section 4.14(b) .

“ Material Customer ” shall have the meaning set forth in Section 4.10 .

“ Material Licenses ” shall have the meaning set forth in Section 4.13(b) .

“ Material Supplier ” shall have the meaning set forth in Section 4.10 .

“ Monochem ” shall have the meaning set forth in the Preamble.

“ Monochem Business ” shall mean the provision of plant utilities services as currently conducted by Monochem.

“ Monochem Facility ” shall mean the Real Property owned by Monochem and located at 4266 Highway 73, Geismar, Louisiana and as more particularly described on Schedule 1.1(i) .

“ Naugalube Equipment ” shall mean all equipment, machinery and spare parts owned by a Seller and used or held for use exclusively for the production of Naugalube® 438 L and Naugard® FA33 and located at the Geismar Facility, and in each case as set forth on Schedule 1.1(j) .

“ Naugalube Intellectual Property ” shall mean all Intellectual Property owned by a Seller and used or held for use primarily for the production of Naugalube® 438L or Naugard® FA33.

“ Naugatuck Equipment ” shall have the meaning set forth in Section 2.1(d) .

“ Naugatuck Site ” shall mean the facilities of Chemtura and its Affiliates located in Naugatuck, Connecticut.

“ Naugatuck Technical Service Equipment ” shall have the meaning set forth in Section 6.13(a) .

“ Net Working Capital Threshold Amount ” shall mean (a) $54,500,000 (comprising (i) Working Capital of the EPDM Business and the Monochem Business of $38,600,000, plus (ii) Accounts Receivable of the Rubber Chemicals Business of $15,900,000), plus (b) $8,900,000 (comprising (i) an estimate of Inventory of the Rubber Chemicals Business of $16,800,000, less (ii) an estimate of Accounts Payable of the Rubber Chemicals Business of $7,900,000), in each case subject to adjustment pursuant to Section 6.29 . As of the Closing, the amount in clause (b) of this definition shall be replaced with an amount equal to (A) the actual Inventory of the Rubber Chemicals Business as of the Closing Date as calculated in accordance with the methodology set forth in Schedule 1.1(k) , less (B) the actual Accounts Payable of the Rubber Chemicals Business as of the Closing Date as calculated in accordance with the methodology set forth in Schedule 1.1(k) .

“ Non-Business Portion ” shall have the meaning set forth in Section 2.3(c) .

“ Non-U.S. Employee ” shall mean any Business Employee who (a) is employed by the Chinese Joint Venture or (b) whose primary place of employment is in a non-U.S. jurisdiction and who is identified as a Non-U.S. Employee on Schedule 1.1(l) .

“ Non-U.S. Facilities ” shall mean the applicable Seller’s facility located at each of the following locations: (a) K.M. 14.5 Carr. Tampico-Altamira, Col. Laguna De La Puerta, Altamira, Tamaulipas, Mexico; (b) 5333-Caixa Postal 202, Rio Claro, San Paulo, Brazil; (c) 3-1 Hsing King Road, Ta Shi Industrial Zone, Kaoshiung, Taiwan; and (d) Via Pico Della Mirandola No. 8, Latina Scalo, Italy.

“ Notice of Acceptance ” shall have the meaning set forth in Section 3.2(c)(iii)(A) .

“ Notice of Disagreement ” shall have the meaning set forth in Section 3.2(c)(iii)(B) .

“ Offered Employees ” shall have the meaning set forth in Section 11.1 .

“ Offers of Employment ” shall have the meaning set forth in Section 11.1 .

“ Other Chemtura Business ” shall mean any current or former business or operations of Chemtura or any of its Affiliates other than the Business.

“ Outbound Licenses ” shall have the meaning set forth in Section 4.13(b) .

“ Patent Assignment ” shall mean a patent assignment by the applicable Seller in favor of the Purchaser substantially in the form set forth in Exhibit F .

“ PBGC ” shall have the meaning set forth in Section 4.17(d) .

“ Permit ” shall mean all registrations, filings, permits, Consents, licenses, certificates, variances and similar rights granted by or obtained from any Governmental Authority.

“ Permitted Liens ” shall mean: (a) Liens for Taxes that are not yet delinquent or that are being contested in good faith by appropriate Proceedings for which adequate reserves have been established in accordance with the Calculation Principles and with the past practices of the Business; (b) workers’, mechanics’, materialmen’s, repairmen’s, suppliers’, carriers’ or similar Liens arising in the ordinary course of business with respect to obligations that are not yet delinquent; (c) zoning or other similar governmental restrictions that do not materially impair or interfere with the current   use of such real property, leases or leasehold estates or the conduct of the Business; (d) Liens that secure Assumed Obligations and are set forth in Schedule 1.1(m) ; (e) Liens that do not secure any monetary obligations and that do not materially impair the value of the property subject to such Lien or the use of such property in the conduct of the Business; (f) Liens arising from leases of personal property that are Material Contracts; (g) Liens set forth in Schedule 1.1(m) and (h) easements, servitudes, rights-of-way and any other matters disclosed in the title policies for the Geismar Facility and the Monochem Facility delivered to or obtained by the Purchaser or its lenders in connection with the transactions contemplated by this Agreement and accepted by the Purchaser.

“ Person ” shall mean any individual, corporation, proprietorship, firm, partnership, limited partnership, limited liability company, trust, association or other entity.

“ Phase II ” shall mean all investigation or monitoring required as part of the RCRA Facility Investigation Phase II Work Plan as approved by the LDEQ in or about November 2006 including any additional investigation, analysis, testing, or studies that arise out of, or relate to the implementation of or any results obtained from or that may be required as a follow-up to the RCRA Facility Investigation Phase II Work Plan.

“ Pilot Plant Equipment ” shall have the meaning set forth in Section 6.13(b) .

“ PPD Equipment ” shall have the meaning set forth in Section 2.4(r) .

“ PPD Products ” shall mean antiozonant products produced from the chemical intermediate para-amino di-phenyl amine, known as “4ADPA”.

“ Pre-Closing Tax Period ” shall mean (a) with respect to U.S. federal or state income Taxes related to the Chinese Joint Venture, any Tax period ending on or before the Closing Date and (b) with respect to any other Taxes, any Tax period ending before the Closing Date.

“ Pre-Closing Tax Return ” shall have the meaning set forth in Section 6.10(a)(i) .

“ Pre-Signing Financial Statements ” shall have the meaning set forth in Section 4.4 .

“ Premerger Notification Provision ” shall mean any provision of foreign Law requiring (a) the submission of information and material to a Governmental Authority responsible for enforcing the antitrust and competition Laws, regulating monopolies, substantial lessening of competition, dominance and cartel conduct and (b) the parties to delay the consummation of the Closing until the termination of a specified waiting period or clearance and/or approval has otherwise been obtained. For the avoidance of doubt, these filings only pertain to competition and not to any other regulatory or national security filing relating to a merger, acquisition or joint venture.

“ Privileged Documents ” shall mean attorney-work product, attorney-client communications and other items protected by the attorney-client privilege.

“ Proceeding ” shall mean an action, suit or legal, administrative, arbitral or alternative dispute resolution proceeding.

“ Prohibited Product ” shall have the meaning set forth in Section 6.11(a)(i) .

“ Property ” shall mean any interest in any kind of property or asset, whether real (immovable), personal (movable) or mixed and whether tangible or intangible.

“ Property Taxes ” shall have the meaning set forth in Section 6.10(c) .

“ Proposed Adjustments ” shall have the meaning set forth in Section 3.2(c)(iii)(B) .

“ Proposed Transfer ” shall have the meaning set forth in Section 13.6(b) .

“ Purchase Price ” shall have the meaning set forth in Section 3.1(a) .

“ Purchased Assets ” shall have the meaning set forth in Section 2.1 .

“ Purchased Contracts ” shall have the meaning set forth in Section 2.2 .

“ Purchaser ” shall have the meaning set forth in the Preamble.

“ Purchaser Confidential Information ” shall have the meaning set forth in Section 6.8(c) .

“ Purchaser Indemnified Party ” shall have the meaning set forth in Section 12.2 .

“ Purchaser Master Supply Agreement ” shall mean a master supply agreement between the Purchaser and Chemtura with respect to the supply to Chemtura by the Purchaser of the products set forth on Schedule 1.1(n) produced at the Geismar Facility, substantially in the form set forth in Exhibit G .

“ Purchaser’s Financial Assurance Obligations ” shall have the meaning set forth in Section 2.5(j) .

“ Purchaser’s Knowledge ” or any similar expression with regard to the knowledge or awareness of or receipt of notice by the Purchaser, shall mean the actual knowledge of any of the Persons listed on Exhibit H after reasonable inquiry of those senior employees of the Purchaser whom such Persons reasonably believe would have actual knowledge of the matters represented.

“ Purchaser’s Option ” shall have the meaning set forth in Schedule 6.12 .

“ RCRA ” shall have the meaning set forth in Section 2.5(j) .

“ RCRA Permit ” shall have the meaning set forth in the definition of Geismar Response Actions.

“ Real Property ” means all land and other immovable property, together with all buildings, structures, improvements and fixtures thereon and all servitudes, easements and other rights, benefits and interests appurtenant thereto.

“ Receivables Securitization Agreements ” means (a) the Fourth Amended and Restated Receivables Sale Agreement, dated as of September 28, 2006, among Crompton & Knowles Receivables Corporation, Chemtura, ABN AMRO Bank N.V. and the other banks and liquidity providers named therein and (b) the Amended and Restated Receivables Purchase Agreement, dated as of September 28, 2006, among Crompton & Knowles Receivables Corporation, Chemtura, Bio-Lab Inc. and Great Lakes Chemical Corporation, as consented to by ABN AMRO Bank N.V.

“ Receiving Party ” shall have the meaning set forth in Section 6.8(d) .

“ Reconciliation ” shall have the meaning set forth in Section 6.17(a) .

“ Registered Intellectual Property ” shall have the meaning set forth in Section 4.13(a) .

“ Related Agreement ” shall mean any Contract that is to be entered into at the Closing, including the Accounts Payable Note, the Accounts Receivable Note, the Acts of Cash Sale, the Assignment and Assumption Agreement, the Bill of Sale, the Chemtura Master Supply Agreement, the Foreign Implementation Agreements, the Ground Lease, the License Agreements, the Patent Assignment, the Purchaser Master Supply Agreement, the Trademark Assignment and the Transition Services Agreement; provided , however , that, solely for purposes of Article 12 of this Agreement, the term “Related Agreement” shall not include the Chemtura Master Supply Agreement, the Ground Lease, the License Agreements, the Purchaser Master Supply Agreement and the Transition Services Agreement. The Related Agreements executed by a specified Person shall be referred to as “such Person’s Related Agreements,” “its Related Agreements” or other similar expression.

“ Release ” shall mean any release, spill, emission, overflow, leaking, pumping, pouring, dumping, emptying, discharge, disposing, deposit, injection, escaping, leaching, seepage, infiltration or migration, whether intentional or accidental, authorized or unauthorized, into the environment or into or out of any property.

“ Relevant Month ” means the most recently completed calendar month ending at least five days prior to the Closing for which Interim Financial Statements shall be delivered to the Purchaser pursuant to Section 6.17(b) .

“ Representatives ” shall mean, as to any Person, such Person’s Affiliates and its and their respective directors, officers, members, employees, agents, advisors (including financial advisors, counsel and accountants), shareholders, owners and controlling persons.

“ Restricted Areas ” shall have the meaning set forth in Section 12.9(a) .

“ Retained IT Assets ” shall have the meaning set forth in Section 2.4(p) .

“ Retained Obligations ” shall have the meaning set forth in Section 2.6 .

“ Retained PPD Inventory ” shall mean all finished goods inventory of PPD Products located at the Non-U.S. Facilities and owned by a Seller.

“ Retained PPD Receivables ” shall have the meaning set forth in the definition of Accounts Receivable.

“ Retained Product Claims ” shall have the meaning set forth in Section 2.6(i) .

“ Rubber Chemicals Business ” shall mean the Sellers’ business of producing, marketing and selling the products set forth on Part A of Schedule 1.1(o) and the Sellers’ business of granulating, marketing and selling the products set forth on Part B of Schedule 1.1(o) , but excluding the marketing and sale of Celogen® OT and Celogen® AZ blends for use in any application other than rubber, but including the business conducted by the Chinese Joint Venture.

“ SAP Letter Agreement ” shall mean the letter agreement, dated December 28, 2006, as amended, between Chemtura Corporation and Lion Chemical Capital, LLC, relating to certain SAP licenses obtained by Chemtura and to be assigned to the Purchaser hereunder and thereunder.

“ Seller ” shall mean, individually, Chemtura, Chemtura Canada Co./Cie, Chemtura Industria Quimica do Brasil Limitada, Chemtura Italy S.r.l., Chemtura Corporation, S.A. de C.V., Chemtura Netherlands B.V., Monochem and Uniroyal Chemical Taiwan Ltd., and the term “ Sellers ” shall mean all such entities collectively.

“ Seller Confidential Information ” shall have the meaning set forth in Section 6.8(a) .

“ Seller Indemnified Party ” shall have the meaning set forth in Section 12.3 .

“ Seller Plans ” shall mean, collectively, the Benefit Plans and the Benefit Programs.

“ Sellers’ Financial Assurance Obligations ” shall have the meaning set forth in Section 2.6(h) .

“ Sellers’ Knowledge ” or any similar expression with regard to the knowledge or awareness of or receipt of notice by any Seller, shall mean the actual knowledge of any of the Persons listed on Exhibit I after reasonable inquiry of those senior employees of any Seller whom such Persons reasonably believe would have actual knowledge of the matters represented.

“ Sellers’ Offsite Environmental Liability ” shall mean any Loss, Environmental Claims or Environmental Liabilities resulting from the Release of Hazardous Substances from any Property (i) in connection with the operations of the Sellers at the Geismar Facility or the Monochem Facility or the operations of the Chinese Joint Venture, in each case before the Closing Date, and (ii) at which any Seller (in connection with the operations of the Geismar Facility or the Monochem Facility) by contract, agreement or otherwise arranged for the disposal, storage or treatment of Hazardous Substances generated, owned or possessed by any Seller or the Chinese Joint Venture, including any such arrangement related to the Sellers’ obligations under this Agreement and (iii) at which the Chinese Joint Venture by contract, agreement or otherwise arranged, prior to the Closing Date, for the disposal, storage or treatment of Hazardous Substances generated, owned or possessed by the Chinese Joint Venture.

“ Shared Contracts ” shall mean those Group Contracts set forth on Schedule 1.1(p) .

“ Solid Waste Management Unit ” or “ SWMU ” shall mean those areas referred to as “Solid Waste Management Units” in the Phase II and shall include any additional or new Solid Waste Management Units that may arise out of or be designated as a part of the Phase II.

“ Straddle Period ” means any Tax period that begins before the Closing Date and ends on or after the Closing Date.

“ Straddle Period Tax Return ” shall have the meaning set forth in Section 6.10(a)(ii) .

“ Tax ” or “ Taxes ” shall mean (a) all taxes, charges, fees, duties, levies or other assessments (including income, gross receipts, net proceeds, ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, goods and services, value added, stamp, user, transfer, fuel, excess profits, occupational, interest equalization, windfall profits, severance, payroll, unemployment and Social Security taxes) which are imposed by any Governmental Authority, and such term shall include any interest, penalties or additions to tax attributable thereto (or to the nonpayment thereof), whether disputed or not, and (b) any liability for the payment of any amounts of the type described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing, tax indemnity or tax allocation agreement, arrangement or understanding, or as a result of being liable for another Person’s taxes as a transferee or successor, by contract or otherwise.

“ Tax Return ” shall mean any report, declaration, statement, return or other information required to be supplied to a Governmental Authority in connection with any Taxes, including any schedule or attachment thereto and any amendment thereof.

“ Tax Statute of Limitations Date ” shall mean the expiration of the applicable statute of limitations with respect to any Tax, including any extensions thereof (or if such date is not a Business Day, the next Business Day).

“ Technology ” shall mean trade secrets, proprietary information and know-how, including inventions, discoveries, formulae, practices, processes, procedures, ideas, specifications, engineering data, interpretations of any data, software, firmware, programs, source codes, databases, data collections, customer lists, supplier lists, pricing and cost information, business and marketing plans, manufacturing and production processes, in each case that is not the subject of a patent or patent application or a registration or application for registration with any Governmental Authority.

“ Term Sheet ” shall have the meaning set forth in Section 5.5(a) .

“ Third Party Claim ” shall have the meaning set forth in Section 12.6 .

“ Title and Authorization Warranty ” shall mean a representation or warranty in Section 4.1 , 4.2 , 4.6 , 4.8(b) , 4.13(c)(iv) , 4.13(c)(vi) , 5.1 or 5.2 .

“ Title Commitments ” shall have the meaning set forth in Section 7.16 .

“ Title IV Plan ” shall have the meaning set forth in Section 4.17(d) .

“ Trademark Assignment ” shall mean a trademark assignment by the Sellers in favor of the Purchaser substantially in the form set forth in Exhibit J .

“ Transfer Taxes ” shall have the meaning set forth in Section 6.10(d) .

“ Transferred Employee ” shall have the meaning set forth in Section 11.1 .

“ Transferred Intellectual Property ” shall have the meaning set forth in Section 2.1(f) .

“ Transferred IT Assets ” shall have the meaning set forth in Section 2.1(g) .

“ Transferred IT Contracts ” shall have the meaning set forth in Section 2.2(a) .

“ Transferred Owned Real Property ” shall mean the Geismar Facility and the Monochem Facility.

“ Transferred Patents ” shall have the meaning set forth in Section 2.1(f)(iii) .

“ Transferred Technology ” shall have the meaning set forth in Section 2.1(f)(ii) .

“ Transferred Trademarks ” shall have the meaning set forth in Section 2.1(f)(i) .

“ Transition Services Agreement ” shall mean a transition services agreement in a form to be agreed to between Chemtura and the Purchaser in accordance with Section 6.25 .

“ UK Employees ” shall have the meaning set forth in Section 11.7(a) .

“ Unknown Pre-Closing Environmental Liabilities ” shall mean all Environmental Liabilities, Environmental Claims or Losses based on, arising out of, or related to any acts, events, conditions or circumstances, or occurrences associated with, or arising or occurring in connection with or related to the operations of the Sellers at the Geismar Facility or the Monochem Facility or the operations of the Chinese Joint Venture, in each case before the Closing Date, including any claims based on alleged exposure of any individual or individuals to asbestos or other Hazardous Substances but shall not include the Known Pre-Closing Environmental Liabilities.

“ Unresolved Adjustments ” shall have the meaning set forth in Section 3.2(c)(iv) .

“ Warranty Costs ” shall have the meaning set forth in Section 6.19 .

“ Warranty Obligations ” shall have the meaning set forth in Section 6.19 .

“ Wastewater Tank ” shall have the meaning set forth in Section 6.15 .

“ Wastewater Tank Decommissioning ” shall have the meaning set forth in Section 6.15 .

“ Wastewater Tank Decommissioning Action Costs ” shall mean any and all costs and expenses incurred in connection with the Wastewater Tank Decommissioning, including: costs and expenses of environmental consultants; costs and expenses of treating and disposing of the contents of the Wastewater Tank; costs and expenses of conducting sampling and monitoring; and reimbursements of costs and expenses incurred by or paid to any Governmental Authority relating to any of the foregoing as well as the costs of reasonably removing sludge and bottoms from the wastewater tank referred to as tank WV-302 located on the Geismar Facility.

“ Working Capital ” shall mean (a) the sum of (i) the amount equal to the Accounts Receivable and the Inventory, in each case net of related reserves and determined in accordance with the Calculation Principles (except in the case of the amount of the Inventory of the Rubber Chemicals Business which shall be determined in accordance with the methodology set forth in Schedule 1.1(k) ), but in each case excluding all Excluded Assets, and (ii) the principal amount of the Accounts Receivable Note, minus (b) the sum of (i) the amount equal to the Current Liabilities and (ii) the principal amount of the Accounts Payable Note. Notwithstanding the foregoing, solely for purposes of the preparation of the Estimated Closing Statement pursuant to Section 3.2(c) , (A) the amount in clause (a)(ii) of this definition of “Working Capital” shall be the aggregate amount of all Foreign Accounts Receivable (excluding the Factored Accounts Receivable and net of related reserves and VAT taxes) as of 12:00:01 a.m. (eastern time) on the Closing Date and (B) the amount in clause (b)(ii) of this definition of “Working Capital” shall be calculated using the aggregate amount of all Accounts Payable as of 12:00:01 a.m. (eastern time) on the Closing Date determined in accordance with the Calculation Principles (except in the case of Accounts Payable of the Rubber Chemicals Business which shall be determined in accordance with the methodology set forth in Schedule 1.1(k) ). For the avoidance of doubt, no assets and liabilities shall be double counted in the above calculation of Working Capital.

“ Working Capital Adjustment Amount ” shall mean the amount (which may be a positive or negative number) equal to (a) the Closing Working Capital Amount, minus  (b) the Estimated Working Capital Amount.

1.2   Other Definitional Provisions and Interpretation . The headings preceding the text of Articles and Sections included in this Agreement and the headings to Exhibits and Schedules attached to this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Agreement. The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively. Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement. Reference to a Person in a particular capacity excludes such Person in any other capacity or individually. Reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. Underscored references to Articles, Sections, paragraphs, clauses, Exhibits or Schedules shall refer to those portions of this Agreement. The use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, paragraph or clause of, or Exhibit or Schedule to, this Agreement. Terms, other than those defined or referenced in Section 1.1 , may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have the specified meaning throughout this Agreement.

2.1   Purchase and Sale of Assets . Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, assign, convey, transfer and deliver to the Purchaser, and the Purchaser shall purchase and acquire from such Seller, and take assignment and delivery from such Seller of, all of such Seller’s right, title and interest in and to the following assets, properties and rights, as the same shall exist on the Closing Date (but excluding the Purchased Contracts and Assigned Permits, which are specifically addressed in Section 2.2 , and the Excluded Assets, and excluding the assets, properties and rights of the Chinese Joint Venture) (the “ Purchased Assets ”):

(a)   Inventory . The Inventory;

(b)   Transferred Owned Real Property . The Transferred Owned Real Property;

(c)   Geismar Equipment . All equipment, machinery, furniture, spare parts, furnishings, tooling, dies, vehicles, office equipment and supplies, computer hardware, corporeal movables and other items of tangible personal property that are owned by a Seller and located at the Geismar Facility;

(d)   Naugatuck Equipment . The equipment located at the Naugatuck Site and set forth on Schedule 2.1(d) (the “ Naugatuck Equipment ”);

(e)   Information and Records .   Except as otherwise provided in Section 2.4(w) , all customer lists, supplier lists, price lists, sales records, invoices, product specifications, advertising materials, cost and pricing manuals, training manuals, engineering data, maintenance schedules, operating and production records, order lists, copies of Tax and financial records and credit records of customers, and other documents (such documents, “ Information and Records ”) related to the Purchased Assets, Purchased Contracts and Assumed Obligations, including compilations of any of the foregoing, in each case whether in hard copy or electronic format and supplied in their current formats and that (i) are owned by a Seller and used primarily in or have arisen primarily from the conduct of the Business or are necessary for the ongoing operations of the Business (which in the case of Information and Records that are necessary for the ongoing operations of Other Chemtura Businesses will be retained by the Sellers and made available to the Purchaser pursuant to Section 6.6(b) ) or (ii) must be delivered to the Purchaser under applicable Law; provided , that (A) the Sellers shall be entitled to retain copies of such Information and Records and (B) where originals of such Information and Records must be retained by any Seller under applicable Law, the Sellers will provide the Purchaser with a copy of the same;

(f)   Intellectual Property . Except for patents and patent applications which are addressed in Section 2.1(f)(iii) , all Intellectual Property owned by any Seller and used primarily in the Business (the “ Transferred Intellectual Property ,” which for the avoidance of doubt, includes the Intellectual Property licensed by the applicable Seller to the Chinese Joint Venture except for the following licensed marks: TUEX, MONEX, METHAZATE, BUTAZATE and ETHAZATE), and all rights to sue for past, present and future infringement and remedies related thereto. The Transferred Intellectual Property includes the following:

(i)   Trademarks . All trade names, domain names, trademarks, service marks, trade dress and logos owned by any Seller that are used primarily in the conduct of the Business, together with all translations, adaptations, derivations and combinations thereof and all goodwill associated therewith, including the registrations and applications for registration for the foregoing and the material unregistered trademarks set forth on Schedule 2.1(f)(i) (the “ Transferred Trademarks ”) (it being understood, for the avoidance of doubt, that the Transferred Trademarks shall not include the Chemtura Names);

(ii)   Technology . All Technology owned by any Seller that (A) is described on Schedule 2.1(f)(ii) or (B) arose primarily from the conduct of the Business and has been or   is currently   used or held for use primarily in the Business (the “ Transferred Technology ”); and

(iii)   Patents . All patents and patent applications owned by the Sellers that are set forth on Schedule 2.1(f)(iii) (the “ Transferred Patents ”).

(g)   Transferred IT Assets . All information technology assets, hardware, systems, databases, networks, and infrastructure of any Seller that are used or held for use primarily in the conduct of the Business, including those set forth on Schedule 2.1(g) (the “ Transferred IT Assets ”);

(h)   Accounts Receivable . All Accounts Receivable other than the Foreign Accounts Receivable;

(i)   Goodwill . All of the customer relationships and related goodwill of the Sellers to the extent resulting from the conduct of the Business by the Sellers (it being understood, for the avoidance of doubt, that such goodwill shall not include any goodwill associated with the Chemtura Names, Other Chemtura Businesses or Excluded Assets or any goodwill to the extent associated with continuing customers of Other Chemtura Businesses);

(j)   Monochem . All of the assets, properties and rights of Monochem;

(k)   Chinese Joint Venture . All of Chemtura’s equity interest in the Chinese Joint Venture; and

(l)   Other Business Assets . All assets (real or personal, tangible or intangible), other than those of a nature or type described in the foregoing clauses (a) through (k) , owned by a Seller and used primarily in the EPDM Business or the Rubber Chemicals Business, but excluding the PPD Equipment.

Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to this Agreement shall not include the assumption of any of the Liabilities of the Sellers related to the Purchased Assets unless the Purchaser expressly assumes any such Liabilities pursuant to Section 2.5 .

2.2   Assignment of Permits and Contracts . Except as provided in Sections 2.3 and 2.4 , upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall assign and transfer to the Purchaser, and the Purchaser shall take assignment of, all of such Seller’s right, title and interest in and to all Permits related to the Business or the Assets to the extent such Permits are transferable by such Seller (including the Permits listed on Schedule 2.2 but excluding Permits of the Chinese Joint Venture) (collectively, the “ Assigned Permits ”), and in and to the following Contracts or contractual rights of such Seller (excluding, in each case, Contracts to which the Chinese Joint Venture is a party but no Seller is a party or contractual rights solely of the Chinese Joint Venture) (such Contracts and contractual rights, the “ Purchased Contracts ”):

(a)   Transferred IT Contracts . All Contracts for the provision of software, hardware, systems, networks, infrastructure, communications, support and information technology that are used primarily in the conduct of the Business, including those set forth on Schedule 2.2(a) (the “ Transferred IT Contracts ”);

(b)   Other Contracts . Other than the Shared Contracts, the other Contracts related to the Business set forth on Schedule 2.2(b) and all other Contracts relating primarily to the Business (it being understood that, on the fifth Business Day prior to the Closing, the Sellers shall provide the Purchaser with an updated version of Schedule 2.2(b) reflecting the Contracts relating primarily to the Business that were entered into by a Seller on or after the date of this Agreement not in violation of Section 6.2 of this Agreement);

(c)   Non-Disclosure Obligations . Except to the extent related to the Excluded Assets or Retained Obligations, all non-disclosure, confidentiality and similar obligations owed to any Seller to the extent related to the Business, including confidentiality agreements related to the sale of the Business (other than confidentiality agreements related to the sale of the Business the assignment or disclosure of which to the Purchaser would constitute a breach thereof);

(d)   Claims . Except to the extent related to the Excluded Assets or Retained Obligations, all warranty rights and indemnities against third parties, in each case to the extent arising from the conduct of the Business by any Seller and not arising under rights of subrogation under a Seller Plan;

(e)   Employee Non-Compete and Confidentiality Obligations . All rights with respect to any obligation of any Business Employee owed to any Seller to refrain from competing with the Business or to keep information regarding the Business confidential, in each case to the extent such rights are transferable; and

(f)   Shared Contracts . Subject to Section 2.3(c) , Sellers’ rights under the Shared Contracts to the extent relating to the conduct of the Business.

2.3   Certain Provisions Regarding Assignments .

(a)   Anything in this Agreement to the contrary notwithstanding, neither this Agreement nor any of the actions taken hereunder shall constitute an assignment or an agreement to assign or transfer any Purchased Contract or any claim, right, benefit or obligation thereunder or resulting therefrom if (i) an assignment or transfer thereof, without the Consent of a third party thereto, would constitute a breach or violation thereof, result in a material loss or diminution thereof or impose any Liability on any Seller and (ii) such Consent is not obtained at or prior to the Closing, in which case the provisions of Section 2.3(b) will apply.

(b)   If the parties are not successful in obtaining a required third party Consent with respect to any Purchased Contract as contemplated by Section 2.3(a) at or prior to the Closing, then until such time as such Consent is obtained (i) the Purchaser shall be entitled to the benefits of any such Contract accruing after the Closing to the extent (and only to the extent) that the applicable Seller may provide such benefits (y) without violating the terms of such Contract and (z) without incurring any material expense (unless the Purchaser has committed to promptly reimburse the applicable Seller therefor) or otherwise taking any material actions or measures (such as hiring additional employees) and (ii) the Purchaser shall perform at its sole expense the obligations of the applicable Seller to be performed after the Closing under such Contract to the extent (and only to the extent) the applicable Seller is providing benefits under such Contract to the Purchaser in accordance with clause (i) of this Section 2.3(b) . The terms of this Section 2.3(b) shall not apply with respect to Shared Contracts, it being understood that the treatment of Shared Contracts is addressed in Section 2.3(c) .

(c)   Prior to the Closing and consistent with applicable Law, each Seller and the Purchaser shall use their commercially reasonable efforts to work together (and, if necessary and desirable, to work with the third parties party to the Shared Contracts) in an effort to (i) divide, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of the Shared Contracts and (ii) if possible, novate the respective rights and obligations under and in respect of the Shared Contracts, such that, effective as of the Closing, (A) the Purchaser is the beneficiary of the rights and is responsible for the obligations related to that portion of the Shared Contract included in the Purchased Contracts (the “ Business Portion ”) (so that, after the Closing, the applicable Seller shall have no rights or obligations with respect to the Business Portion of the Shared Contract) and (B) the applicable Seller is the beneficiary of the rights and is responsible for the obligations related to the Shared Contract other than the Business Portion (the “ Non-Business Portion ”) (so that, after the Closing, the Purchaser shall have no rights or obligations with respect to the Non-Business Portion of the Shared Contract). If the parties are not able to enter into an arrangement to formally divide, modify and/or replicate one or more Shared Contracts prior to the Closing as contemplated by the previous sentence, then (1) the Purchaser shall be entitled to the benefits of the Business Portion of any such Shared Contract accruing after the Closing to the extent (and only to the extent) that the applicable Seller may provide such benefits (y) without violating the terms of such Shared Contract and (z) without incurring any material expense (unless the Purchaser has committed to promptly reimburse the applicable Seller therefor) or otherwise taking any material actions or measures (such as hiring additional employees) and (2) the Purchaser shall perform at its sole expense the obligations of the applicable Seller to be performed after the Closing under the Business Portion of such Shared Contract to the extent (and only to the extent) the applicable Seller is providing benefits under such Shared Contract to the Purchaser in accordance with clause (1) of this Section 2.3(c) .

2.4   Excluded Assets . Notwithstanding the provisions of Sections 2.1 and 2.2 , no Seller shall sell, assign, convey, transfer or deliver to the Purchaser, and the Purchaser shall not purchase, acquire or take assignment or delivery of, any assets, properties or rights other than the Assets (collectively, the “ Excluded Assets ”). Without limiting the foregoing, the Excluded Assets shall include:

(a)   Cash . All cash, certificates of deposit, bank deposits, negotiable instruments, marketable securities and other cash equivalents, together with all accrued but unpaid interest thereon;

(b)   Real Property . All Real Property owned by the Sellers and their Affiliates, other than the Transferred Owned Real Property;

(c)   Chemtura Names . The Chemtura Names and all goodwill associated therewith;

(d)   Tax Refunds; Tax Returns . All claims for and rights to receive refunds, rebates or similar payments of Taxes to the extent such Taxes were paid by or on behalf of any Seller or any of its Affiliates (other than the Chinese Joint Venture), all Tax Returns and all notes, worksheets, files or documents relating thereto;

(e)   Corporate Records . All minute books and corporate records of the Sellers or any of their Affiliates (other than the Chinese Joint Venture), whether in hard copy or electronic format;

(f)   Employee Records . All personnel, employee compensation, medical and benefits and labor relations records relating to employees or past employees of the Sellers or any of their Affiliates (other than the Chinese Joint Venture), whether in hard copy or electronic format; provided , however , that the Sellers shall deliver to the Purchaser copies of such records for employees who are Transferred Employees (i) as to the Transferred Employees that are Non-U.S. Employees, upon a showing of employee consent to such delivery, and (ii) as to the other Transferred Employees, unless such employee’s consent is required by Law therefor, in which event such records shall not be made available to the Purchaser without such employee’s consent to such delivery;

(g)   Other Records . All books and records not transferred pursuant to Section 2.1(e) , including financial records, in each case whether in hard copy or electronic format;

(h)   Sale Documents . Except as otherwise provided in Section 2.1(e) , books and records prepared or received in connection with the proposed sale of the Business, including offers received from prospective purchasers, and the right, title and interest of the Sellers under this Agreement or any Related Agreement;

(i)   Disposed Assets . All assets sold or otherwise disposed of, and rights expiring or terminated, in the ordinary course of business and not in violation of this Agreement during the period from the date of this Agreement until the Closing Date;

(j)   Insurance . Any insurance policies or insurance coverage relating to the Assets or the Business and any prepaid insurance assets or insurance receivables related thereto;

(k)   Intercompany Agreements . Except as set forth on Schedule 2.4(k) , all Contracts solely between the Sellers or any Seller (on the one hand) and any one or more Affiliates (other than the Chinese Joint Venture) of any Seller (on the other hand);

(l)   Group Contracts . All Group Contracts other than the respective Business Portions of the Shared Contracts;

(m)   Intellectual Property . All right, title and interest in or to any Intellectual Property or other intangible property or rights owned by, or leased or licensed to, any Seller or any of their Affiliates (other than the Chinese Joint Venture) (such excluded Intellectual Property to include the Naugalube Intellectual Property and the Intellectual Property related to B-Nine® and Maleic Hydrazides), other than the Transferred Intellectual Property, the Transferred IT Contracts, any Purchased Contracts relating to Intellectual Property and the rights of the Purchaser under the License Agreements;

(n)   Non-Disclosure Obligations . All non-disclosure, confidentiality and similar rights or obligations to the extent related to any Other Chemtura Business;

(o)   Employee Non-Compete Obligations . All rights with respect to any obligation of any Business Employee to refrain from competing with any Other Chemtura Business;

(p)   Retained IT Assets . The information technology assets, systems, networks and Contracts of any Seller that are not used or held for use primarily in connection with the Business, including as set forth on Schedule 2.4(p) (the “ Retained IT Assets ”);

(q)   Rubicon . All right, title and interest of Chemtura and its Affiliates in and to Rubicon LLC;

(r)   PPD Equipment . All equipment and machinery that are owned by a Seller and used or held for use in the Rubber Chemicals Business exclusively in the production of PPD Products at the Non-U.S. Facilities (the “ PPD Equipment ”);

(s)   Claims . All warranty rights and indemnities against third parties, in each case to the extent related to the Excluded Assets or Retained Obligations;

(t)   Benefit Plans . All of the Seller Plans;

(u)   Retained PPD Assets . The Retained PPD Inventory and the Retained PPD Receivables;

(v)   Foreign Accounts Receivable . The Foreign Accounts Receivable;

(w)   Privileged Documents . Any Privileged Documents to the extent relating to any Excluded Asset or any Retained Liability; and

(x)   Other Assets . All other assets (real or personal, tangible or intangible) and Contracts of the Sellers not included in the Purchased Assets, Assigned Permits or Purchased Contracts.

None of the Excluded Assets shall be included in the term “Assets,” “Purchased Assets,” “Purchased Contracts,” “Assigned Permits” or any other term defined in Section 2.1 or 2.2 .

2.5   Assumed Obligations . Upon the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall assume and agree to pay, perform and discharge only the following Liabilities of the Sellers and their Affiliates (the “ Assumed Obligations ”):

(a)   Current Liabilities . All Current Liabilities;

(b)   Purchased Contracts . All Liabilities under the Purchased Contracts, including the Business Portion of the Shared Contracts, relating to the period after the Closing (subject to Section 2.5(c) );

(c)   Product Claims . Except for Environmental Liabilities, which are excluded from this Section 2.5(c) ,

(i)  </