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EXHIBIT C
<br /> ASSIGNMENT AND BILL OF SALE
<br /> Reference is hereby made to that certain property located in the City of Redwood City,
<br /> County of San Mateo, California (the "Land "), as described in more detail on Exhibit A of that
<br /> certain Real Estate Option Agreement between Owner and Optionee (as such parties are defined
<br /> below) dated as of , 2010 (the "Agreement "). Capitalized terms used but not
<br /> defined in this Assignment and Bill of Sale (the "Assignment ") have the meaning given to such
<br /> terms in the Agreement.
<br /> For good and valuable consideration, receipt of which is hereby acknowledged, the
<br /> undersigned ( "Owner "), does hereby, give, grant, bargain, sell, transfer, assign, convey and deliver
<br /> to THE CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of
<br /> California ( "Optionee "), the following:
<br /> (a) Owner's interest in all rights, privileges and easements appurtenant to the
<br /> Land, including, without limitation, all minerals, oil, gas and other hydrocarbon substances as
<br /> well as all development rights, air rights, water, water rights (and water stock, if any) relating to
<br /> the Land and any easements, rights -of -way or other appurtenances used in connection with the
<br /> beneficial use and enjoyment of the Land (collectively, the "Appurtenances ");
<br /> (b) Owner's interest in all improvements and fixtures located on the Land,
<br /> including all buildings and structures presently located on the Land, all apparatus, equipment and
<br /> appliances used in connection with the operation or occupancy of the Land, such as heating and
<br /> air conditioning systems and facilities used to provide any utility services, refrigeration,
<br /> ventilation, garbage disposal, recreation or other services on the Land (all of which are
<br /> collectively referred to as the "Improvements" and, together with the Land and the
<br /> Appurtenances, the "Real Property "); and
<br /> (c) Owner's interest in any tangible or intangible personal property owned by
<br /> Owner and used in the ownership, use and operation of the Land, the Appurtenances and the
<br /> Improvements, including, without limitation, (i) the right to use any trade name now used in
<br /> connection with the Real Property, (ii) all of Owner's right, title and interest in and to all plans
<br /> and specifications relating to the Real Property, (iii) all existing warranties and guaranties
<br /> (express or implied) relating to the Real Property, (iv) Owner's rights under the contracts and
<br /> agreements, if any, described on Schedule hereto (the "Contracts "), and (v) the Property
<br /> Documents all other intangible rights or claims that run with or relate to the Real Property
<br /> (collectively, the "Personal Property ").
<br /> Optionee hereby assumes all of the obligations of Assignor under the Contracts described
<br /> on Schedule attached hereto, to the extent such obligations relate to the period after the
<br /> Closing under the Agreement (the "Transfer Date "), and agrees to be bound by such Contracts
<br /> from and after the Transfer Date for the remainder of the terms thereof. Optionee's acceptance of
<br /> this Assignment shall not constitute or be deemed to constitute an assumption by Optionee of any
<br /> duties, liabilities or obligations of Owner under any other contracts or agreements.
<br /> Option Agreement 20 Chemical
<br /> 10.05. 2010 v.5
<br /> 36
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