INTELLECTUAL PROPERTY PURCHASE AGREEMENT

Exhibit 10.1

INTELLECTUAL PROPERTY PURCHASE AGREEMENT

BY AND AMONG

FOOTSTAR CORPORATION,

SEARS BRANDS LLC

AND

SEARS HOLDINGS CORPORATION

DATED AS OF APRIL 3, 2008

TABLE OF CONTENTS

				Page
1.		Purchase and Sale			1
		1.1 Assets to Be Transferred			1
		1.2 Specified Liabilities			1
		1.3 Purchase Price			1
		1.4 Closing			1
		1.5 Closing Deliveries			2
2.		License; Use of Intellectual Property			2
		2.1 License			2
		2.2 Use of Intellectual Property			3
3.		[Reserved]			4
4.		Representations and Warranties of the Seller			4
		4.1 Due Incorporation and Authority			4
		4.2 No Conflicts			5
		4.3 Material Contracts			5
		4.4 Intellectual Property			6
		4.5 Brokers			7
5.		Representations and Warranties of the Purchaser			7
		5.1 Due Incorporation and Authority			7
		5.2 No Conflicts			7
		5.3 Condition of Purchased Assets; Independent Investigation			8
		5.4 Brokers			8
6.		Covenants and Agreements			8
		6.1 Confidentiality			8
		6.2 Expenses			9
		6.3 Public Announcements			9
		6.4 Further Action; Transfer of Licenses			9
		6.5 Books and Records; Access to Purchased Assets			10
7.		Indemnification			11
		7.1 Indemnification by the Seller			11
		7.2 Indemnification by the Purchaser			12
		7.3 Notice and Procedure			12
		7.4 Survival of Representations; Indemnity Periods			15
		7.5 No Double Recovery			16
		7.6 Tax Treatment of Indemnification Payments			16
8.		Miscellaneous			16
		8.1 Certain Definitions			16
		8.2 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial			21
		8.3 Notices			21
		8.4 Entire Agreement			22
		8.5 Waivers and Amendments			23
		8.6 Governing Law			23
		8.7 Binding Effect; Assignment			23
		8.8 Usage			23

				Page
		8.9 Articles and Sections			24
		8.10 Interpretation			24
		8.11 Severability of Provisions			24
		8.12 Counterparts			24
		8.13 No Third Party Beneficiaries			24

SECTIONS OF THE DISCLOSURE LETTER

4.2(b)		Seller Consents and Notices
4.2(d)		No Conflicts – Requirements of Law
4.3(a)		Material Contracts
4.3(b)		License Exceptions
4.4(a)		Intellectual Property
4.4(b)		License Consents
6.4(b)		Nunc Pro Tunc Assignments
8.1(a)(1)		Active Intellectual Property
8.1(a)(2)		Designated Intellectual Property
8.1(a)(3)		Excluded Intellectual Property
8.1(a)(4)		IP Licenses
8.1(a)(5)		Third Party IP Licenses
8.1(a)(6)		Specified Licenses

EXHIBITS

Exhibit A		Form of Assignment and Assumption Agreement
Exhibit B		Form of Assignment of Intangible Property
Exhibit C		Form of Release
Exhibit D		Form of CUGA Assignment

          INTELLECTUAL PROPERTY PURCHASE AGREEMENT, dated as of April 3, 2008 (this “ Agreement ”), by and among Footstar Corporation, a Texas corporation (“ Footstar ” or the “ Seller ”), Sears Brands LLC, an Illinois limited liability company (the “ Purchaser ”), and Sears Holdings Corporation, a Delaware corporation (“ SHC ”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in Section 8.1(a).

W I T N E S S E T H:

          WHEREAS, the Purchaser desires to purchase certain intellectual property assets of the Seller and the Seller desires to sell such assets to the Purchaser on the terms and conditions set forth in this Agreement.

          NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Purchase and Sale

          1.1 Assets to Be Transferred

          On the terms and subject to the conditions set forth in this Agreement, the Seller hereby sells, assigns, transfers, conveys and delivers to the Purchaser, and the Purchaser hereby purchases and assumes from the Seller, free and clear of all Encumbrances, all of the Seller’s right, title and interest in and to all of the Intellectual Property, the Specified Licenses and the Books and Records relating to the foregoing and the CUGA/HYPERFLEX Marks for the limited purposes set forth in Section 8.4 (collectively, the “ Purchased Assets ”).

          1.2 Specified Liabilities

          Upon the terms and subject to the conditions hereof, the Purchaser hereby assumes from the Seller all Liabilities arising with respect to the performance after the date hereof of the Specified Licenses, excluding any Liability resulting from any breach thereof by the Seller prior to the date hereof (collectively, the “ Specified Liabilities ”).

          1.3 Purchase Price

          The Purchase Price shall be paid by the Purchaser to Footstar simultaneous with the execution hereof by wire transfer of immediately available funds. The “ Purchase Price ” shall be a cash payment in the aggregate amount of thirteen million, six thousand two hundred and fifty dollars ($13,006,250.00).

          1.4 Closing

          Subject to the terms and conditions of this Agreement, the sale and purchase of the Purchased Assets and the assumption of the Specified Liabilities contemplated by this Agreement shall take place at a closing (the “ Closing ”) to be held at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52 ^nd Street, New York, New York 10019 (or such other place as

the Seller and Purchaser may agree), at 10:00 a.m., New York City time, on the date hereof (the “ Closing Date ”).

          1.5 Closing Deliveries

          (a) Simultaneous with the execution hereof, the Seller shall deliver or cause to be delivered to the Purchaser:

          (i) duly executed Assignments of Intangible Property to transfer the Purchased Assets to the Purchaser free and clear of all Encumbrances;

          (ii) duly executed counterparts of one or more applicable Assignment and Assumption Agreements;

          (iii) duly executed release by Bank of America, N.A. (“BOA”) of encumbrances with respect to the Purchased Assets, in substantially the form attached hereto as Exhibit C; and

          (iv) duly executed CUGA Assignment.

          (b) Simultaneous with the execution hereof, the Purchaser shall deliver or cause to be delivered to the Seller duly executed counterparts of one or more applicable Assignment and Assumption Agreements.

2. License; Use of Intellectual Property

          2.1 License

          Effective upon the conveyance of the Intellectual Property pursuant to Section 1.1, Purchaser hereby grants to Seller an exclusive (other than with respect to (x) use by SHC and its Affiliates for the purposes of ordering inventory for their stores following the Master Agreement Termination Date and (y) the license granted pursuant to Exhibit 2.1 hereto), irrevocable non-transferable, royalty-free license to use the Intellectual Property in connection with (i) the ordinary course operations of the Business in a manner and at a standard of quality that is consistent with Seller’s past practice (the “ Business License ”), (ii) the ordinary course operations of the Rite Aid Business in a manner and at a standard of quality that is consistent with Seller’s past practice (the “ Rite Aid License ”), and (iii) the wind-down of the Seller’s Business and the Rite Aid Business, including the irrevocable right to sell inventory, including inventory on order; provided , that the Business License and Rite Aid License shall cease to be exclusive upon the occurrence of the Master Agreement Termination Date and shall thereafter be entirely non-exclusive. The Business License includes the right to sublicense the Intellectual Property pursuant to the IP Licenses. The Business License shall expire and be of no further force and effect ninety (90) days following the Master Agreement Termination Date (such period, the “ Transition Period ”), provided that, in the event of an early termination of the Master Agreement under Section 4.2 thereof, Seller shall continue to have the right to use the Intellectual Property in connection with the sale of inventory for as long as it may maintain occupancy and possession of the Footwear Departments under Section 4.2(b) of the Master Agreement (such period, the “ Occupancy Period ”). The Rite Aid License shall expire and be of

no further force and effect on December 31, 2009. Also effective upon the conveyance of the Intellectual Property pursuant to Section 1.1, each of Purchaser and Seller grant the respective licenses set forth on Exhibit 2.1 hereto.

          Seller agrees that, during such term of the Business License and Rite Aid License and thereafter, Seller will not contest, harm, misuse, or bring into disrepute any of Purchaser’s rights in and to the Intellectual Property, or contest the validity of these licenses. Seller acknowledges and agrees that Purchaser would not have an adequate remedy at law and would be irreparably harmed in the event Seller were to misuse, harm, or bring into disrepute any of the Trademarks or if Seller were to breach any term of this Section 2.1 concerning the proper use of the Intellectual Property. Accordingly, it is agreed that, in the event of a breach or threatened breach of this Section 2.1 concerning the proper use of the Intellectual Property, Purchaser, in addition to any other remedies at law or in equity, shall be entitled to equitable relief, including but not limited to immediate injunctive relief without the requirement of posting a bond or other security. Purchaser agrees that, during such time as the Business License and Rite Aid License are exclusive, Purchaser shall not sell or offer for sale, directly or indirectly, any footwear bearing one or more of the Trademarks. Seller shall not charge a royalty in respect of the use of any Intellectual Property in connection with the Business other than in connection with the IP Licenses.

          2.2 Use of Intellectual Property

          Following the Master Agreement Termination Date, Seller shall:

          (a) use its commercially reasonable efforts to promptly remove any Trademarks other than Trademarks used in connection with the Rite Aid Business (the “ Rite Aid Trademarks ”) from the assets of the Seller, other than merchandise inventory purchased or on order prior to the Master Agreement Termination Date and historical business records;

          (b) remove any Trademarks other than Rite Aid Trademarks from its remaining merchandise inventory that has not been sold as of the end of the Transition Period or the Occupancy Period, as applicable;

          (c) as soon as reasonably practicable remove any Trademarks other than Rite Aid Trademarks from all buildings, signs and vehicles of the Seller or any of its Affiliates and cease using any Trademarks other than Rite Aid Trademarks in all invoices, letterhead, domain names and web sites, advertising and promotional materials, office forms and business cards of the Seller or any of its Affiliates;

          (d) as soon as reasonably practicable change the name of the Seller or any of its Affiliates, to the extent applicable, to delete any references to any of the Trademarks other than Rite Aid Trademarks; and

          (e) use its commercially reasonable efforts to provide Purchaser with a copy of, and thereby convey title to, those style guides, logo standards or art files (x) that are currently being used in connection with the Active Intellectual Property or (y) that are in hard copy and may be located by Seller after conducting a reasonable search solely with respect to Trademarks (other than the Active Intellectual Property) (collectively (x) and (y), the “ Style Guides ”), in each

case as soon as reasonably practicable following the Master Agreement Termination Date. The Style Guides shall be transferred on an as-is, where-is basis, and Seller makes no representations or warranties, whether under this Agreement or otherwise, expressed or implied, in connection with or with respect to the Style Guides. Following the Master Agreement Termination Date, Seller shall use its commercially reasonable efforts to give Purchaser reasonable prior notice before discarding any Style Guides that are currently being used and relate to the Active Intellectual Property and a copy of which has not been previously provided to Purchaser.

          Following December 31, 2009, Seller shall:

          (a) remove any Rite Aid Trademarks from its remaining merchandise inventory;

          (b) as soon as reasonably practicable remove any Rite Aid Trademarks from all buildings, signs and vehicles of the Seller or any of its Affiliates and cease using any Rite Aid Trademarks in all invoices, letterhead, domain names and web sites, advertising and promotional materials, office forms and business cards of the Seller or any of its Affiliates; and

          (c) as soon as reasonably practicable change the name of the Seller or any of its Affiliates, to the extent applicable, to delete any references to any of the Rite Aid Trademarks.

3. [Reserved]

4. Representations and Warranties of the Seller

          Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Purchaser by the Seller on the date hereof (the “ Disclosure Letter ”), Seller represents and warrants to the Purchaser as of the date hereof, that:

          4.1 Due Incorporation and Authority

          Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. Seller has all requisite corporate power and authority to enter into this Agreement, carry out its obligations hereunder and consummate the transactions contemplated hereby. The execution and delivery by the Seller of this Agreement, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by the board of directors of the Seller and no other corporate proceedings on the part of the board of directors of the Seller are necessary to authorize the execution and delivery of this Agreement or to consummate the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

          4.2 No Conflicts

          The execution and delivery by the Seller of this Agreement, the consummation of the transactions contemplated hereby, and the performance by the Seller of this Agreement in accordance with its terms will not (with or without notice or lapse of time or both):

          (a) violate the certificate of incorporation or by-laws of the Seller;

          (b) require the Seller to obtain any consents (including third party consents in connection with the assignment to the Purchaser or its permitted assignee of the IP Licenses and Third Party IP Licenses), approvals, authorizations or actions of, or make any filings with or give any notices to, any Governmental Bodies or any other Person, except (i) as set forth in Section 4.2(b) of the Disclosure Letter (the “ Seller Consents and Notices ”), (ii) as required in any jurisdiction to transfer or record the transfer of any of the Intellectual Property and (iii) where the failure to obtain any such consent would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

          (c) assuming the Seller Consents and Notices are obtained or made, violate or result in the breach of any of the terms and conditions of, cause the termination of or give any other party the right to terminate, or constitute (or with notice or lapse of time, or both, constitute) a default under, any IP License or Third Party IP License except for violations, breaches, terminations or defaults that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; or

          (d) violate any Requirement of Law to which the Seller or any of the Purchased Assets, IP Licenses, Third Party IP Licenses or Assumed Liabilities are subject, except for violations that would not reasonably be expected to, either individually or in the aggregate, be material and except as set forth in Section 4.2(d) of the Disclosure Letter.

          4.3 Material Contracts

          (a) Except for the intellectual property licenses contained in Article III of the Master Agreement, Section 4.3(a) of the Disclosure Letter sets forth a complete and accurate list as of the date hereof of the following contracts to which Seller is party (collectively, “ Material Contracts ”):

          (i) contracts granting to Seller any material right under or with respect to any trademark, service mark, certification mark, trade name, brand name, trade dress, logo, business or product name, slogan, or registration or application for registration thereof used in the Business or the Rite Aid Business; and

          (ii) contracts under which Seller grants any material right under or with respect to any Intellectual Property to another Person.

          (b) Copies of all Material Contracts have been previously provided or made available to the Purchaser or Purchaser’s counsel, and such copies are true, complete and correct. Except as disclosed in Section 4.3(b) of the Disclosure Letter: (A) each IP License and Third Party IP License is a valid and binding obligation of the Seller and, to the Seller’s Knowledge,

the other parties thereto, and is in full force and effect, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); (B) the Seller has performed all material obligations required to be performed by it to date under each IP License and Third Party IP License and is not (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder; and (C) to the Seller’s Knowledge, each of the other parties to such IP License and Third Party IP License has in all material respects performed all obligations required to be performed by it under such IP License and Third Party IP License and is not (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder.

          4.4 Intellectual Property

          (a) Section 4.4(a) of the Disclosure Letter sets forth a list of all registered Intellectual Property as of the date hereof. Except as set forth in Section 4.4(a) of the Disclosure Letter, the Seller owns, free and clear of all Encumbrances other than Permitted Encumbrances, all the registered Intellectual Property. All of the Designated Intellectual Property is valid and enforceable and, to Seller’s Knowledge, all other Active Intellectual Property is valid and enforceable. The Seller has taken all necessary actions that are commercially reasonable to maintain and protect each item of Designated Intellectual Property. The Seller is in compliance with the material terms of any license to or license of (i) Designated Intellectual Property and (ii) to Seller’s Knowledge, all of the other Intellectual Property and any intellectual property subject to a Third Party IP License. Except as otherwise set forth in Section 4.4(a) of the Disclosure Letter, Seller has not received any written notice that, nor does any of, the Designated Intellectual Property or Active Intellectual Property currently infringe upon or otherwise violate any intellectual property rights of others. Except as set forth in Section 4.4(a) of the Disclosure Letter, to the Seller’s Knowledge, no Person is infringing upon or otherwise violating any rights associated with the Intellectual Property. Except as otherwise set forth in Section 4.4(a) of the Disclosure Letter, no Claim is pending against the Seller or, to the Seller’s Knowledge, is threatened, (i) contesting the right of the Seller to make, use, sell, import, export, license or make available to any Person any of the products in the Inventory or otherwise sold by Footstar in connection with the Business prior to the date hereof or (ii) opposing or attempting to cancel any of the rights associated with the Active Intellectual Property. Except as otherwise set forth in Section 4.3(a) of the Disclosure Letter, the registered Intellectual Property is not subject to any material outstanding decree, order, judgment, settlement, agreement, or stipulation that restricts in any manner the Seller’s use, transfer, or licensing thereof in connection with the Business. The Intellectual Property, together with the Third Party IP Licenses and the Master Agreement, constitutes all patents and trademarks owned or licensed by the Seller and its Affiliates necessary for the operation of the Business in substantially the manner currently conducted by the Seller and its Affiliates.

          (b) Section 4.4(b) of the Disclosure Letter sets forth those IP Licenses and Third Party IP Licenses in respect of which any consent, license, waiver or other approval from any third party is required in connection with the assignment of such IP License or Third Party IP License to Purchaser or its designee(s).

          4.5 Brokers

          The Seller has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.

5. Representations and Warranties of the Purchaser

          The Purchaser and SHC, jointly and severally, represent and warrant to the Seller as follows:

          5.1 Due Incorporation and Authority

          Each of the Purchaser and SHC is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan and the State of Delaware, respectively. Each of the Purchaser and SHC has all requisite corporate power and authority to enter into this Agreement, carry out its obligations hereunder and consummate the transactions contemplated hereby. The execution and delivery by the Purchaser and SHC of this Agreement, the performance by the Purchaser and SHC of its obligations hereunder and the consummation by the Purchaser and SHC of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Purchaser and SHC and no other corporate proceedings on the part of the Purchaser and SHC are necessary to authorize the execution and delivery of this Agreement or to consummate the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser and SHC, and, assuming the due authorization, execution and delivery hereof by the Seller, this Agreement constitutes the legal, valid and binding obligation of the Purchaser and SHC, enforceable against the Purchaser and SHC in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

          5.2 No Conflicts

          The execution and delivery by the Purchaser and SHC of this Agreement, the consummation of the transactions contemplated hereby, and the performance by the Purchaser of this Agreement in accordance with its terms will not:

          (a) violate the certificate of incorporation or by-laws (or comparable documents) of the Purchaser or SHC;

          (b) require the Purchaser or SHC to obtain any consents, approvals, authorizations or actions of, or make any filings with or give any notices to, any Governmental Bodies or any other Person;

          (c) violate or result in the breach of any of the terms and conditions of, cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both, constitute) a material default under, any contract, lease, loan agreement, mortgage, security agreement, guarantee, indenture or other agreement or instrument

to which the Purchaser or SHC is a party or by or to which either the Purchaser or SHC or any of their respective properties is or may be bound or subject; or

          (d) violate any Requirement of Law to which the Purchaser or SHC is subject; provided , however , that each of the cases set forth in clauses (b) through (d) above is subject to exceptions that could not have, either individually or in the aggregate, a material adverse effect on the Purchaser.

          5.3 Condition of Purchased Assets; Independent Investigation

          (a) Each of Purchaser and SHC is an informed and sophisticated participant in the transactions contemplated hereby. Each of Purchaser and SHC has undertaken an investigation, been provided with, evaluated and relied upon certain documents and information to assist it in making an informed and intelligent decision with respect to the execution of this Agreement. Each of Purchaser and SHC acknowledges that the Seller makes no representation or warranty as to the value of or revenues obtainable from ownership of the Purchased Assets, IP Licenses or Third Party IP Licenses. Except for the representations set forth in Article 4 hereof, Purchaser and SHC are not relying on any representation or warranty of any Person with respect to the transactions contemplated hereby.

          (b) Each of Purchaser and SHC acknowledges that it and its Representatives and agents have been permitted full and complete access to the Books and Records, facilities, equipment, contracts, insurance policies and other properties and assets of the Seller that the Purchaser, SHC and their Representatives and agents have desired or requested to see and/or review, and that the Purchaser, SHC and their Representatives and agents have had a full opportunity to meet with the officers and employees of the Seller to discuss the Purchased Assets, IP Licenses, Third Party IP Licenses and Assumed Liabilities. Each of Purchaser and SHC acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Seller and, in making its determination to proceed with the transactions contemplated by this Agreement, each of Purchaser and SHC has relied on the results of its own independent investigation and verification and the representations and warranties of the Seller expressly and specifically set forth in this Agreement.

          5.4 Brokers

          Neither Purchaser nor SHC has incurred, nor will Purchaser or SHC incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.

6. Covenants and Agreements

          6.1 Confidentiality

          Subject to Section 6.3, each party hereto hereby reaffirms the confidentiality letter agreement, dated February 13, 2008 (the “ Confidentiality Agreement ”), between Footstar, Inc. and SHC, and agrees to fulfill its obligations thereunder. Each of the Seller and the Purchaser agrees to be bound by the terms of the Confidentiality Agreement as if an original party thereto.

          6.2 Expenses

          Except as otherwise specifically provided herein, the Purchaser and SHC on the one hand and Seller on the other hand shall bear their respective fees, costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and all related documents contemplated hereby and the transactions contemplated hereby and thereby, including all fees and expenses of their Representatives.

          6.3 Public Announcements

          No party to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media in respect of this Agreement without prior approval of the other party, which approval shall not be unreasonably withheld or delayed, unless such disclosure is required by applicable Requirements of Law or the rules of any stock exchange or by the request of any Governmental Body. The parties shall cooperate, using commercially reasonable efforts, as to the timing and contents of any such announcement, including any such announcement required by applicable law or the rules of any stock exchange.

          6.4 Further Action; Transfer of Licenses

          (a) Each party, at the request of the other party, shall execute such documents and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated hereby. From time to time after the Closing, the Purchaser shall prepare all documents and the Purchaser and Seller shall take all actions reasonably necessary to further the sale and assignment of the Intellectual Property to the Purchaser hereunder, provided that Purchaser shall use commercially reasonable efforts to prepare and provide such documents to Seller prior to December 31, 2008. Such Intellectual Property assignments shall be in recordable form based on the local law requirements. The Purchaser assumes responsibility for and will bear the expenses of preparing, translating and recording such Intellectual Property assignments in all jurisdictions. Following the Closing, the Seller shall have no obligation or responsibility for maintaining or prosecuting any Intellectual Property transferred to the Purchaser hereunder, except for complying with the Purchaser’s reasonable requests for information. Any further actions by the Seller contemplated hereunder, other than executing documents, shall be conditioned on the prompt reimbursement by Purchaser of any reasonable, documented, out-of-pocket fees, costs and expenses incurred by Seller to comply with such requests.

          (b) Seller shall cause to be assigned to Purchaser, free and clear of all Encumbrances, the registered trademarks listed in Section 6.4(b) of the Disclosure Letter.

          (c) From and after the Closing until the Master Agreement Termination Date, the Purchaser shall (i) take all necessary actions that are commercially reasonable to maintain and protect each item of Designated Intellectual Property and Intellectual Property used on the Inventory and the Rite Aid Trademarks and (ii) ensure that the Intellectual Property remains free and clear of all Encumbrances other than Permitted Encumbrances.

          (d) Effective upon the Master Agreement Termination Date, subject to obtaining the applicable Seller Consents and Notices and for no additional consideration, (i) Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and assume from the Seller, free and clear of all Encumbrances, all of Seller’s right, title and interest in and to the IP Licenses (other than the Specified Licenses) and the Third Party IP Licenses, (ii) Purchaser shall assume from Seller (to the extent not already assumed) all Liabilities arising with respect to the performance after the Master Agreement Termination Date of the IP Licenses and the Third Party IP Licenses, excluding Liability resulting from any breach thereof by the Seller prior to the Master Agreement Termination Date (collectively with the Specified Liabilities, the “ Assumed Liabilities ”) and (iii) Seller shall deliver to Purchaser, and Purchaser shall deliver to Seller, duly executed counterparts of an Assignment and Assumption Agreement with respect to the IP Licenses (other than the Specified Licenses) and the Third Party IP Licenses.

          (e) From and after the date hereof, Seller shall not, nor shall it permit any affiliate to, without the written consent of the Purchaser, which consent shall not be unreasonably withheld, renew, amend, waive or modify in any manner any of the IP Licenses (other than the Specified Licenses) or Third Party IP Licenses. From and after the date hereof, Seller shall, and shall cause its applicable affiliates to, unless otherwise consented to in writing by the Purchaser, (i) perform in all material respects in the ordinary course and as required thereunder, all of their obligations under the IP Licenses and Third Party IP Licenses (assuming the due performance by third parties under such licenses), and (ii) notify the Purchaser of any default by any party of any obligation under any IP License or Third Party IP License.

          (f) The Seller hereby makes, constitutes and appoints SHC, with full power of substitution and resubstitution, its true and lawful attorney for it and in its name, place and stead and for its use and benefit, to sign, execute, certify, acknowledge, file and record such other agreements, certificates, instruments or documents as may be necessary or advisable to transfer the Purchased Assets to Purchaser free and clear of all Encumbrances. The Seller authorizes such attorney-in-fact to take any further reasonable action which such attorney-in-fact shall reasonably consider necessary or advisable in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully as the Seller might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to this Section 6.4(f), being coupled with an interest, is irrevocable.

          (g) Purchaser and Seller shall cooperate to obtain/issue the Seller Consents and Notices, each at their own expense; provided , that in no event shall either Purchaser or Seller be required to pay any consent fee to any counterparty to any IP License or Third Party IP License or to any other Person.

          6.5 Books and Records; Access to Purchased Assets

          (a) The Purchaser agrees that it shall preserve and keep all Books and Records in respect of the Purchased Assets, IP Licenses and Third Party IP Licenses, respectively, in the Purchaser’s possession for a period of at least six (6) years from the date on which the respective

asset is transferred. After such six-year period, if at any time the Purchaser shall desire to dispose of any of such Books and Records, then the Purchaser shall provide written notice to the Seller at least thirty (30) calendar days prior to such intended disposition and shall provide the Seller with an opportunity, at the Seller’s cost and expense, to remove and retain all or any part of such Books and Records as the Seller may select. At any time prior to such disposition, Representatives of the Seller shall, upon reasonable notice, have reasonable access thereto during normal business hours to examine, inspect and copy such Books and Records.

          (b) If, in order to properly prepare documents required to be filed with Governmental Bodies or its financial statements, it is necessary that either party hereto or any successors thereto be furnished with additional information relating to the Purchased Assets, IP Licenses, Third Party IP Licenses or Assumed Liabilities, and such information is in the possession of the other party hereto or any successor thereto or any of their respective Affiliates, such party agrees to use commercially reasonable efforts to furnish or cause to be furnished such information to such other party, at the reasonable cost and expense of the party being furnished such information.

          (c) On or after the date hereof, if the Seller or any of its Affiliates is subject to a proceeding in respect of the Purchased Assets, IP Licenses or Third Party IP Licenses (including a Tax audit) with any Person, Purchaser and SHC shall afford the Seller and its Affiliates and Representatives reasonable access upon reasonable prior notice during normal business hours and in a manner so as not to unreasonably interfere with the normal operations of Purchaser or SHC to all employees, offices, properties, agreements, records, books and affairs of Purchaser or SHC reasonably related to the Purchased Assets, IP Licenses and/or Third Party IP Licenses that are the subject matter of such proceeding and provide copies of such information concerning the Purchased Assets, IP License and/or Third Party IP Licenses as the Seller or its Affiliates may reasonably request to enable the Seller and its Affiliates to investigate reasonably the subject matter of any such proceeding and respond to any claims or discovery requests related thereto. Any such access shall be conditioned on the prompt reimbursement by Seller of any reasonable, documented, out-of-pocket fees, costs and expenses incurred by Purchaser or SHC to comply with such requests.

7. Indemnification

          7.1 Indemnification by the Seller

          From and after the Closing Date, the Seller shall indemnify, defend and hold harmless the Purchaser’s Indemnified Persons, and each of them, from and against any Losses incurred or suffered by the Purchaser’s Indemnified Persons as a result of or arising from:

          (a) any breach of the representations or warranties of the Seller set forth in Article 4, but, as to the representations and warranties set forth in Section 4.4, solely in respect of the Active Intellectual Property; or

          (b) the breach of any covenant, agreement or other obligation of the Seller set forth in this Agreement or the Related Documents.

          7.2 Indemnification by the Purchaser

          (a) From and after the Closing Date, the Purchaser shall indemnify, defend and hold harmless the Seller’s Indemnified Persons, and each of them, from and against any Losses incurred or suffered by the Seller’s Indemnified Persons as a result of or arising from:

          (i) any breach in any representation or warranty of the Purchaser or SHC set forth in Article 5;

          (ii) the breach of any covenant, agreement or other obligation of the Purchaser or SHC set forth in this Agreement or the Related Documents; or

          (b) From and after the Closing Date, the Purchaser shall indemnify, defend and hold harmless the Seller’s Indemnified Persons, and each of them, from and against any Losses incurred or suffered by the Seller’s Indemnified Persons as a result of or arising from the Specified Liabilities.

          (c) From and after the Master Agreement Termination Date, the Purchaser shall indemnify, defend and hold harmless the Seller’s Indemnified Persons, and each of them, from and against any Losses incurred or suffered by the Seller’s Indemnified Persons as a result of or arising from the Assumed Liabilities other than the Specified Liabilities.

          7.3 Notice and Procedure

          All claims for indemnification by any Indemnified Party against an Indemnifying Party under this Article 7 shall be asserted and resolved as follows:

          (a) (i) If any claim or demand for which an Indemnifying Party is liable for Losses to an Indemnified Party is alleged or asserted by a Person other than any of the Purchaser’s Indemnified Persons or any of the Seller’s Indemnified Persons (a “ Third Party Claim ”), the Indemnified Party shall deliver written notice (a “ Claim Notice ”) promptly to the Indemnifying Party, together with a copy of all papers served, if any, and specifying the nature of and alleged basis for the Third Party Claim and, to the extent then feasible, the alleged amount or the estimated amount of the Third Party Claim. If the Indemnified Party fails to deliver the Claim Notice to the Indemnifying Party within ten (10) calendar days after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim if, and only to the extent that, the Indemnifying Party’s ability to defend the Third Party Claim has been materially prejudiced by such failure; provided , that if the failure to provide such notice causes the amount to be paid pursuant to such indemnification to be greater than it otherwise would have been, the Indemnifying Party shall not be obligated for any such excess amounts. The Indemnifying Party will notify the Indemnified Party within twenty (20) calendar days after receipt of the Claim Notice (the “ Notice P