STOCK PURCHASE AGREEMENT

Exhibit 10.1

STOCK PURCHASE AGREEMENT

BY AND AMONG

THE SELLING STOCKHOLDERS,

PINNACLE PHARMACEUTICALS, INC.

AND

NEW RIVER MANAGEMENT IV, LP

May 10, 2007

TABLE OF CONTENTS

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STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (the “Agreement”), made as of May      , 2007, by and among Pinnacle Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the selling stockholders listed on Exhibit A hereto (each a “Seller” and together, “Sellers”), and New River Management IV, LP, a Virginia partnership (“Buyer”), recites and provides as follows:

RECITALS

WHEREAS, Sellers collectively own all of the issued and outstanding shares of capital stock of the Company; and

WHEREAS, Sellers desire to sell, and Buyer desires to purchase, all of the issued and outstanding shares of capital stock of the Company.

NOW, THEREFORE, in consideration of the promises and agreements set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

When used in this Agreement, the following terms shall have the meanings specified:

Section 1.1. Accounts .

“Accounts” shall mean all accounts receivable, notes receivable and associated rights as of the Effective Time (including, without limitation, amounts due from vendors, all security deposits, letters of credit and security interests in collateral) arising from the sale of goods and services in the ordinary course of the business of the Company, together with any notes or other amounts due to the Company from its officers, employees or Affiliates.

Section 1.2. Affiliate .

“Affiliate” shall mean, as applied to any person, (a) any other person directly or indirectly controlling, controlled by or under common control with, that person, (b) any other person that owns or controls ten percent (10%) or more of any class of equity securities of that person or any of its Affiliates or (c) as to a corporation, each director and officer thereof, and as to a partnership, each general partner thereof, and as to a limited liability company, each managing member or similarly authorized person thereof (including officers), and as to any other entity, each person exercising similar authority to those of a director or officer of a corporation. For the purposes of this definition, “control” (including with correlative meanings, the terms “controlling,” “controlled by,” and “under common control with”) as applied to any person,

means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that person, whether through ownership of voting securities or by contract or otherwise.

Section 1.3. Agreement .

“Agreement” shall mean this Stock Purchase Agreement, together with the schedules and exhibits attached hereto, as the same may be amended from time to time in accordance with the terms hereof.

Section 1.4. Assets .

“Assets” shall mean, collectively, all of the tangible and intangible assets owned by the Company as of the Effective Time.

Section 1.5. Balance Sheet .

“Balance Sheet” shall mean the balance sheet of the Company as of December 31, 2006 set forth in the Financial Statements.

Section 1.6. Books and Records .

“Books and Records” shall mean original or true and complete copies of all of the books, records, files, data and information of the Company as of the Effective Time (including, without limitation, customer lists, financial and accounting records, purchase orders and invoices, sales orders and sales order log books, credit and collection records, correspondence and miscellaneous records with respect to customers and supply sources and all other general correspondence).

Section 1.7. Buyer .

“Buyer” shall mean New River Management IV, LP, a Virginia partnership.

Section 1.8. Closing .

“Closing” shall mean the meeting of the closing of the transactions contemplated hereby to be held at 10:00 a.m., Richmond, Virginia time, on the Closing Date, at the offices of Troutman Sanders LLP, 1001 Haxall Point, Richmond, Virginia 23219, or at such other time and place as the parties may mutually agree in writing.

Section 1.9. Closing Date .

“Closing Date” shall mean May      , 2007, or such other date as the parties may mutually agree in writing.

Section 1.10. Code .

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

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Section 1.11. Common Stock Per Share Purchase Price .

“Common Stock Per Share Purchase Price” shall mean $3.75.

Section 1.12. Company Common Stock .

“Company Common Stock” shall mean the Company’s common stock, par value $0.001 per share.

Section 1.13. Company Preferred Stock .

“Company Preferred Stock” shall mean the Company’s Series A Preferred Stock, par value $0.001 per share.

Section 1.14. Company Stock Options .

“Company Stock Options” shall mean options to purchase Company Common Stock outstanding as of the date hereof.

Section 1.15. Consulting Agreement .

“Consulting Agreement” shall mean a consulting agreement between the Company and Dr. Sidney Hecht in substantially the form of Exhibit 1.15 attached hereto

Section 1.16. Contracts .

“Contracts” shall mean those contracts, agreements, blanket and other purchase orders, leases of personal property (such as computers and copiers), sales orders, license agreements, relationships and commitments and invoices related thereto, to which the Company is a party or by which the Company is bound (whether written or oral).

Section 1.17. Effective Time .

“Effective Time” shall mean 11:59 p.m., Richmond, Virginia time on the date immediately preceding the Closing Date.

Section 1.18. Employee Benefit Plan .

“Employee Benefit Plan” shall mean an “employee benefit plan” as defined in Section 3(3) of ERISA, each Pension Plan and any other plans, programs, agreements, arrangements or policies that provide compensation or other benefits, whether or not subject to ERISA, to any present or former employee, non-employee director or service provider of the Company or an ERISA Affiliate, or any dependent or beneficiary thereof.

Section 1.19. Employment Agreement .

“Employment Agreement” shall mean an employment agreement between the Company and each of the Key Employees in substantially the form of Exhibit 1.19 attached hereto

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Section 1.20. Environmental Laws .

“Environmental Laws” shall have the meaning set forth in Section 3.23(a) hereto.

Section 1.21. ERISA .

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

Section 1.22. ERISA Affiliate .

“ERISA Affiliate” shall mean each entity that is a member of a controlled group or affiliated service group of which the Company is a member or that is treated as a single employer with the Company under Section 414(b), 414(c), 414(m) or 414(o) of the Code or ERISA.

Section 1.23. Financial Statements .

“Financial Statements” shall mean the balance sheets of the Company as of December 31, 2004, 2005, and 2006 and the statements of income and retained earnings and statements of cash flows of the Company for the years ended December 31, 2004, 2005, and 2006 set forth in Schedule 3.12 hereto.

Section 1.24. GAAP .

“GAAP” shall mean generally accepted accounting principles of the United States as in effect at the time of the preparation of the subject financial statement consistently applied.

Section 1.25. Governmental Authority .

“Governmental Authority” shall have the meaning set forth in Section 3.23(a) hereto.

Section 1.26. Hazardous Materials .

“Hazardous Materials” shall have the meaning set forth in Section 3.23(a) hereto.

Section 1.27. Intellectual Property .

“Intellectual Property” shall mean all intellectual property owned or licenses by the Company as of the Effective Time, including, without limitation, the following: (a) all registered and unregistered domestic and foreign inventions, patents and patent applications, (b) all registered and unregistered trademarks, service marks, trademark registration and applications, trade dress, logos, trade names and brand names, and any combination of such names, including all goodwill associated therewith and all applications, registrations and renewals in connection therewith, (c) all copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith, (d) all trade secrets and confidential business information (including ideas, research and development, know-how, compositions, designs, formulae, technology, processes, drawings, specifications, customer and supplier lists, pricing and cost information and business and market plans and proposals), (e) all computer programs and software and source code (including hard copy and soft copy as well as all data and related

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documentation), (f) all websites and related content (including, without limitation, underlying software, URL’s and domain names), (g) all financial models, (h) all customer lists, current and past and (i) all other intellectual property rights owned, used, filed by, licensed or possessed by the Company.

Section 1.28. Inventory .

“Inventory” shall mean all of the Company’s inventories of raw materials, work in process, finished goods and supplies held for use or sale by the Company as of the Effective Time.

Section 1.29. IRS .

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

Section 1.30. Key Employees .

“Key Employees” shall mean Nour Eddine Fahmi, Ph.D, Jing-Zhen Deng, Ph.D and Larisa Dedkova, Ph.D.

Section 1.31. Knowledge of the Company .

“Knowledge of the Company” shall mean (a) the actual knowledge, after reasonable inquiry, of Sidney Hecht, Ph.D, and (b) the actual knowledge, without any duty of inquiry, of each of the Key Employees.

Section 1.32. Law .

“Law” shall mean any federal, state, local or other law or treaty or governmental requirement of any kind, and the rules, regulations and orders promulgated thereunder, including, without limitation, the U.S. Federal Food, Drug and Cosmetic Act of 1938, as amended, the Public Health Service Act, any related law and any regulations promulgated thereunder by the U.S. Food and Drug Administration.

Section 1.33. Lease .

“Lease” shall mean the lease agreement by and between the University of Virginia Foundation and the Company, dated May 3, 2004, pursuant to which the Company leases the Real Property.

Section 1.34. Liens .

“Liens” shall mean any lien, mortgage, security interest, Tax lien, attachment, levy, charge, claim, restriction, imposition, pledge, encumbrance, conditional sale or title retention arrangement, or any other interest in property or assets (or the income or profits therefrom) designed to secure the repayment of indebtedness, whether consensual or nonconsensual and whether arising by agreement or under any Law or otherwise.

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Section 1.35. Material Adverse Effect .

“Material Adverse Effect” shall mean any event, change or effect that has a material adverse effect on (a) the properties, business, results of operations, or condition (financial or otherwise) of the Company or (b) the ability of Sellers to consummate the transactions contemplated hereby.

Section 1.36. Material Contracts .

“Material Contracts” shall have the meaning set forth in Section 3.9 hereto.

Section 1.37. Opinion of Company Counsel .

“Opinion of Company Counsel” shall mean the opinion of LeClair Ryan, A Professional Corporation, counsel to the Company, substantially in the form of Exhibit 1.37 attached hereto.

Section 1.38. Pension Plans .

“Pension Plans” mean each “employee pension benefit plan” (as defined in Section 3(2) of ERISA) sponsored, maintained or contributed to, or required to be maintained or contributed to by the Company.

Section 1.39. Permits .

“Permits” shall mean governmental approvals, franchises, authorizations, registrations, permits and licenses.

Section 1.40. Permitted Liens .

“Permitted Liens” shall mean Liens for Taxes for the current tax year that are not yet due and payable and those Liens affecting the Assets that are specifically listed on Schedule 1.40 hereto.

Section 1.41. Petroleum Products .

“Petroleum Products” shall have the meaning set forth in Section 3.23(a) hereto.

Section 1.42. Preferred Stock Per Share Purchase Price .

“Preferred Stock Per Share Purchase Price” shall mean $1.00.

Section 1.43. Purchased Stock .

“Purchased Stock” shall mean all of the issued and outstanding shares of capital stock of the Company, consisting of all of the issued and outstanding shares of Company Common Stock (including any Company Common Stock issuable upon the exercise of any Company Stock Options or upon conversion of any shares of Company Preferred Stock) and all of the issued and outstanding shares of Company Preferred Stock.

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Section 1.44. Real Property .

“Real Property” shall mean the real property leased or owned by the Company as of the Effective Time, together with all improvements and fixtures thereon and all easements, rights-of-way and other appurtenants thereto.

Section 1.45. Required Consents .

“Required Consents” shall mean the consent to the assignment of the Lease by the University of Virginia Foundation and those consents required from parties to the Contracts and Permits that are necessary or required in order to give effect to the transactions contemplated herein, all of which are specifically identified on Schedule 1.45 attached hereto.

Section 1.46. Tax and Taxes .

“Tax” or “Taxes” shall mean any federal, state, county, local or foreign taxes, charges, levies, imposts, duties, other assessments or similar charges of any kind whatsoever, including interest, penalties and additions imposed thereon or with respect thereto.

Section 1.47. Tax Return .

“Tax Return” shall mean any report, return, information return or other information required to be supplied to a taxing authority in connection with Taxes, including any return of an affiliated or combined unitary group.

ARTICLE II

PURCHASE AND SALE

Section 2.1. Sale o f Purchased Stock .

At the Closing, upon the terms and subject to the conditions of this Agreement, and in consideration of the payments to be made by Buyer to Sellers pursuant to Section 2.2 hereof, each Seller shall sell, transfer, convey and deliver to Buyer all of the shares of Purchased Stock owned by such Seller, and Buyer shall purchase such shares of Purchased Stock from such Seller, free and clear of all Liens. Each Seller shall deliver, or cause to be delivered, to Buyer one or more stock certificates representing the Purchased Stock owned by such Seller, duly endorsed for transfer or accompanied by duly executed stock powers.

Section 2.2. Purchase of Purchased Stock .

At the Closing, Buyer shall purchase from each Seller, by wire transfer of immediately available funds to the account designated by such Seller on Schedule 2.2 attached hereto, the Purchased Stock held by such Seller as follows:

(a) Payment for Company Common Stock . Buyer shall pay to each Seller the Common Stock Per Share Purchase Price for each share of Company Common Stock held by such Seller;

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(b) Payment for Company Preferred Stock . Buyer shall pay to each Seller the Preferred Stock Per Share Purchase Price for each share of Company Preferred Stock held by such Seller; and

Section 2.3. Payment for Company Stock Options .

All Company Stock Options shall become exercisable and fully vested immediately prior to Closing and cease to represent, as of Closing, a right to acquire shares of Company Common Stock, and at the Closing Buyer shall pay to the holder of such Company Stock Options to the account designated by such holder on Schedule 2.3 , in settlement and cancellation thereof, a lump sum cash payment of an amount equal to (i) the excess, if any, of (A) the Common Stock Per Share Purchase Price over (B) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (ii) the number of shares of Company Common Stock for which such Company Stock Option shall not theretofore have been exercised (with Buyer being entitled to withhold from payments made to holders of Company Stock Options pursuant to this Section 2.3 any applicable tax withholdings, which the Buyer shall cause the Company to pay promptly after the Closing to the appropriate taxing authorities, and such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Stock Options in respect of which such deduction and withholding was made by Buyer).

Section 2.4. Closing Deliveries .

At the Closing, Sellers and the Company shall deliver, or cause to be delivered, to Buyer those deliveries required to be made at or prior to the Closing pursuant to Section 7.8 hereof, and Buyer shall deliver, or cause to be delivered, to Sellers and the Company those deliveries required to be made at or prior to the Closing pursuant to Section 8.5 hereof.

Section 2.5. Other Closing Payments .

At the Closing, Buyer shall pay in cash on behalf of the Company the accounts payable of the Company set forth on Schedule 2.5 hereto.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Company hereby represents and warrants to Buyer that, except as set forth in the Disclosure Schedule attached hereto:

Section 3.1. Organization of the Company .

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has full corporate power and authority to carry on its business as it is currently being conducted and to own, operate and hold under lease its assets and properties as, and in the places where, such assets and properties are currently owned, operated or held. The Company is duly qualified or licensed to transact business as a foreign corporation, and is in good standing, in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary.

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(b) The Company has full corporate power and authority to enter into this Agreement and has taken all corporate action necessary in order to enter into and deliver this Agreement and to consummate the transactions contemplated hereby.

Section 3.2. Authorization; Enforceability .

This Agreement is, and the other documents and instruments required hereby to which the Company is a party will be, when executed and delivered by the Company, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver, and to perform its obligations under, this Agreement and the other documents and instruments required hereby to which the Company is a party.

Section 3.3. No Violation or Conflict by the Company .

The execution, delivery and performance by the Company of this Agreement and all of the other documents and instruments required hereby to which the Company is a party do not and will not (a) conflict with or violate (i) the charter or bylaws of the Company, (ii) any Law, rule, regulation, judgment, order or decree binding on the Company or any of its assets (iii) any Contract or other contract, note, bond, indenture, lease, agreement or arrangement to which the Company is a party or by which the Company or any of its assets are bound, or (b) give any party to any Contract or other contract, note, bond, indenture, lease, agreement or arrangement to which the Company is a party or by which the Company is bound any right of termination, cancellation, acceleration or modification thereunder.

Section 3.4. No Consents .

Except for the Required Consents, all of which shall have been obtained prior to the Closing, no consent of any other person, and no notice to, filing or registration with, or consent, license, permit, order, approval or authorization of, any Governmental Authority is necessary or is required to be made or obtained by the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

Section 3.5. Capitalization .

The authorized capital of the Company consists of 1,500,000 shares of Company Common Stock and 500,000 shares of Company Preferred Stock. The Purchased Stock represents all of the issued and outstanding capital stock of the Company and has been duly and

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validly issued and is fully paid and non-assessable. None of the Purchased Stock was issued in violation of any preemptive, subscription or similar rights. All of the Purchased Stock was offered and sold in compliance with all applicable federal and state securities laws and regulations. There are no options, warrants or other rights to subscribe for or purchase any capital stock of the Company or securities convertible into or exchangeable for, or which otherwise confer on the holder any right to acquire, any capital stock of the Company, nor is the Company committed to issue any such option, warrant or other right, other than the Company Stock Options included in the Purchased Stock. There are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of the Company. There are no shares of capital stock reserved for issuance for any purpose.

Section 3.6. Subsidiaries .

The Company does not own any capital stock of any other corporation or any interest in any partnership, joint venture, limited liability company or other business, nor does the Company have the right or obligation to acquire any ownership interest in any corporation, partnership, joint venture, limited liability company or other business.

Section 3.7. Litigation .

There is no litigation, arbitration, proceeding, governmental investigation, citation or action of any kind pending or, to the Knowledge of the Company, overtly proposed or threatened, by, before, or involving any Governmental Authority or arbitration tribunal (a) against the Company, (b) relating to the business, Assets, properties or products of the Company or (c) that seeks restraint, prohibition, damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby. There is no unresolved product liability, product warranty or worker’s compensation claim that has been asserted or filed or, to the Knowledge of the Company, overtly threatened against the Company by, before, or involving any Governmental Authority or arbitration tribunal. To the Knowledge of the Company, the Company is not a party or subject to or in default under any judgment, order, injunction or decree of any Governmental Authority or arbitration tribunal applicable to it or any of its properties, Assets, operations or business.

Section 3.8. Title to, Sufficiency and Condition of Assets .

The Company owns good, valid and marketable title to all of the Assets (whether tangible or intangible), free and clear of all Liens other than Permitted Liens. The Assets and Contracts include all tangible and intangible assets, contracts and rights necessary or desirable for the operation by Buyer of the business of the Company immediately after the Effective Time in accordance with the Company’s past practices. The tangible Assets are in good operating condition and repair, subject to ordinary wear and tear, are substantially fit for use in accordance with the Company’s past practices and are adequate for which they are currently used or held for use. There are no existing or proposed agreements, options, commitments or rights with, of or to any person or Governmental Authority to acquire or to condemn, expropriate or otherwise take without payment any of the assets of the Company or any interest therein.

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Section 3.9. Contracts .

The Company has provided to Buyer (or a current or former Affiliate of Buyer) true and complete copies of all written Contracts (including all amendments or modifications thereto) that require the payment, or involve the receipt, of more than $10,000 during any 12-month period or have a term in excess of one year (the “Material Contracts”) or that include a covenant not to compete or other covenant restricting the business of the Company, that relate to a license, agreement or understanding with respect to the Intellectual Property, or that involve any Seller or any Affiliate of any Seller or any officer, employee or director of the Company and, in the case of oral Material Contracts, true and complete written summaries of the terms thereof. Each Material Contract is in full force and effect and is enforceable in accordance with its terms. The Company has performed each material term, covenant and condition of each Material Contract that is to be performed by it at or before the date hereof, or such material term, covenant or condition will be performed at or before the Closing (including, without limitation, pursuant to Section 2.5 hereof). No event has occurred or circumstances exist that could, with the passage of time or compliance with any applicable notice requirements or both, constitute a default of, result in a material violation or breach of, or give any right to accelerate, modify, cancel or terminate any Material Contract by the Company or, to the Knowledge of the Company, any other party under any such Material Contract. To the Knowledge of the Company, no party to any Material Contract intends to exercise any right of cancellation, termination, acceleration or modification under any such Material Contract. The Company has not made any prior assignment of any Material Contract or any of its rights or obligations thereunder.

Section 3.10. Accounts .

All Accounts reflected on the Balance Sheet represented as of the date of the Balance Sheet valid obligations arising from sales actually made or services actually performed by the Company in the ordinary course of business or valid claims as to which full performance has been rendered by the Company. Except to the extent paid prior to the Closing Date, such Accounts are, or will be as of the Closing Date, current and collectible. There is no contest, claim, defense or right of setoff, other than returns in the ordinary course of business of the Company, under any Contract with any account debtor of an Account relating to the amount or validity of such Account. Further, no counterclaims, defenses or offsetting claims with respect to the Accounts have been asserted or, to the Knowledge of the Company, threatened.

Section 3.11. Inventory .

All Inventory reflected on the Balance Sheet is of merchantable quality and quantity usable or salable in the ordinary course of business, except for obsolete and slow-moving items and items of below-standard quality, all of which have been written off or written down to net realizable value in the Books and Records. The quantities of each item of Inventory reflected on the Balance Sheet (whether raw materials, work-in-process or finished goods) are not excessive but are reasonable in the present circumstances of the Company.

Section 3.12. Financial Statements .

The Financial Statements set forth in Schedule 3.12 present fairly in all material respects the results of operations, the financial position and cash flows of the Company as of the respective dates thereof, and for the periods indicated and were prepared in accordance with GAAP consistently applied (except as described in the notes thereto, in the case of audited financial statements, or for the absence of notes and normal recurring year-end adjustments, in the case of unaudited financial statements).

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Section 3.13. Absence of Undisclosed Liabilities .

To the Knowledge of the Company, except for any liability or obligation arising under any Material Contract, the Company has no liabilities or obligations (whether known or unknown, absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise due or to become due) of any nature other than liabilities or obligations (a) which were accrued or reserved against on the Financial Statements or the Balance Sheet, (b) that are current liabilities incurred in the ordinary course of business consistent with past practices since the date of the Balance Sheet or (c) that have been or will have been discharged or paid in full prior to the Effective Time.

Section 3.14. Permits .

The Company possesses all Permits necessary or required for the conduct of its business, and all such Permits are in full force and effect and are being complied with in all material respects. The Company has not received written notice that the Company is in violation of any Permit. The Company has taken all necessary actions to maintain such Permits. No loss or expiration of any such Permit is pending, or to the Knowledge of the Company, threatened, other than expiration in accordance with the terms thereof.

Section 3.15. Real Properties .

The Company does not own any real property. The Real Property subject to the Lease and the Real Property subleased by the Company until December 31, 2007 from Spinner Technologies, Inc., an Affiliate of the University of Virginia Patent Foundation, constitute all real property leased by the Company. The Company has delivered to Buyer (or a current or former Affiliate of Buyer) true and correct copies of all certificates of occupancy and building permits in the possession of the Company for the improvements located on the Real Property. With respect to each parcel of Real Property, to the Knowledge of the Company:

(a) the Company has good and valid title to the leasehold estates in all leased Real Property, in each case free and clear of all mortgages, Liens, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except easements, covenants, rights-of-way and other similar restrictions of record; any conditions that may be shown by a current, accurate survey or physical inspection of any leased Real Property made prior to Closing; and (i) zoning, building and other similar restrictions, and (ii) mortgages, Liens, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Company has easement rights or on any leased Real Property and subordination or similar agreements relating thereto.

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(b) there are no pending or, to the Knowledge of the Company, threatened condemnation or expropriation proceedings, lawsuits or administrative actions relating to the parcel or other legal matters affecting adversely the current use, occupancy or value thereof;

(c) all facilities have received all approvals of Governmental Authorities (including licenses and Permits) required in connection with the ownership, occupation or operation thereof and in all material respects have been operated and maintained in accordance with applicable Law;

(d) all buildings located on such parcel (including the foundation, load-bearing walls, roof and roof membrane, if applicable) are free from material patent structural defects, and the plumbing, mechanical, electrical, heating and ventilation systems installed within such buildings are in a good state of repair and are in good working order;

(e) there are no material improvements necessary to use any leased Real Property to conduct the business of the Company as it is currently being conducted;

(f) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties (other than the Company) the right of use or occupancy of any portion of the parcel;

(g) there are no outstanding options or rights of first refusal to purchase the parcel, or any portion thereof or interest therein;

(h) there are no parties in possession of the parcel, other than tenants under any leases or subleases, who are in possession of space to which they are entitled;

(i) all facilities located on the parcel are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable Laws;

(j) each parcel abuts on and has direct vehicular access to a public road, or has access to a public road; and

(k) there are no material improvements necessary to use each parcel for its intended purpose as of the Effective Time.

Section 3.16. Intellectual Property .

(a) The Company is the sole owner of all right, title and interest in and to the Intellectual Property owned by the Company and has all necessary licenses, rights, permissions and authorizations to use the Intellectual Property licensed by the Company, including, wit