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DOCUMENT TITLE:  CONTRIBUTION AGREEMENT .
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Clause Heading
1.1 - Contribution.
1.2 - Effect of Contribution.
1.3 - Tax Consequences.
1.4 - Assumed Liabilities.
ARTICLE 2 - REPRESENTATIONS AND WARRANTIES OF QUANTRX
2.1 - Corporate Organization.
2.2 - Authorization.
2.3 - Title; Condition of Assets.
2.4 - No Violation.
2.5 - Governmental Authorities.
2.6 - Liabilities.
2.7 - Assets; Accounts Receivable; Purchase Orders.
2.8 - Litigation.
2.9 - Contracts.
2.10 - Compliance with Law.
2.11 - Licenses.
2.12 - Intangible Property Rights.
2.13 - Tax Matters.
2.14 - Environmental and Safety Matters.
2.15 - Customers and Suppliers.
2.16 - Disclosure; No Misstatements.
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF COMPANY
3.1 - Organization; Authority.
3.2 - Authority Relative to Agreement.
3.3 - No Conflict with Other Instruments or Agreements.
ARTICLE 4 - CONDITIONS PRECEDENT TO THE OBLIGATIONS OF COMPANY
4.1 - Performance.
4.2 - Conveyance Documents.
4.3 - Governmental Approvals.
4.4 - Release of Encumbrances.
4.5 - Repayment of Loan Amount.
ARTICLE 5 - CONDITIONS PRECEDENT TO THE OBLIGATIONS OF QUANTRX
5.1 - Performance.
5.2 - Conveyance Documents.
(a) - Indemnification by QuantRx.
(b) - Indemnification by Company.
6.3 - Survival of Representations and Warranties; Limitation of Liability.
6.2 - Representation, Cooperation and Settlement.
7.1 - Closing.
7.2 - Deliveries By QuantRx.
7.3 - Deliveries by Company.
7.4 - Filing of Patent Assignment and Trademark Assignment.
8.1 - Further Assurances.
8.2 - Sales and Use Taxes.
9.1 - Investigations and Survival.
9.2 - Successors and Assigns.
9.3 - Governing Law; Jurisdiction and Venue; Severability.
9.4 - Entire Agreement; Modification and Waiver.
9.5 - Notices.
9.6 - Payment of Fees and Expenses.
9.7 - Drafting Party.
9.8 - Counterparts.