TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 1

ASSET PURCHASE AGREEMENT between

TARGET CORPORATION and CVS PHARMACY, INC.

Dated as of June 12, 2015

Page

TABLE OF CONTENTS

ARTICLE I

Purchase and Sale of Transferred Assets

erred Assets and Excluded Assets.

ts to Certain Assignments

ption of Liabilities.

onal Agreements.

ARTICLE II

ng Purchase Price Adjustments

ctions To Be Effected at the Closing.

Inventory.

Date Statement and Purchase Price Adjustments.

osing Books and Records

armacy Loss Adjustment

ARTICLE III

Warranties of Seller

zation and Standing

ity; Execution and Delivery; Enforceability

flicts or Violations; No Consents or Approvals Required

ial Information

erred Assets Other than Intellectual Property.

operty.

cts

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 2

dings

Benefit Plans; Employment Matters

e of Changes or Events

ance with Applicable Laws.

Transactions

nmental Matters

ers

Page

care Regulatory

ctual Property.

s or Finders.

ARTICLE IV

Representations and Warranties of Purchaser

zation and Standing

ity; Execution and Delivery; Enforceability

flicts or Violations; No Consents or Approvals Required

dings

bility of Funds; Solvency.

s or Finders

ARTICLE V

Covenants

nts Relating to Conduct of the Business.

to Information.

entiality.

forts.

acy and Medical Records; Prescriptions.

ation; Licenses; Provider Numbers; HIPAA Compliance.

of Certain Events.

nation of Related Party Arrangements.

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 3

r Assurance.

ARTICLE VI

Employment Matters

uation of Employment; Credited Service.

uation of Benefits

nce

alified Savings/401(k) Plan.

Welfare Benefits Matters.

/Incentive Plan

d Vacation and Paid Time Off

ies

Act

Page

stration; Employee Communications

yment Tax Reporting Responsibility

ration

rd-Party Beneficiaries

ARTICLE VII

Conditions to Closing

ons to Each Party’s Obligation

ons to Obligation of Purchaser

ons to Obligation of Seller

ation of Closing Conditions

ARTICLE VIII

Termination; Effect of Termination

nation.

f Termination.

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 4

ARTICLE IX

Indemnification

nification by Seller

nification by Purchaser

nification Procedures

ions on Indemnification

tion of Indemnity Payments

eatment of Indemnification

ARTICLE X

Tax Matters

ation of Certain Taxes

atters

fer Taxes

iii

Page

ARTICLE XI

Additional Agreements

city.

ort Services

Closing Information

s and Records

Transfer Laws

ds and Remittances

ARTICLE XII

Miscellaneous

nment

ird-Party Beneficiaries

nses

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 5

ngs; Certain Definitions; Interpretation; Separate Counsel

erparts

rated Contract

ability; Enforcement

ning Law

iction

ce of Process

er of Jury Trial

dments

fic Enforcement

t Guarantee

EXHIBITS

Pharmacy Operating Agreement

Clinic Operating Agreement

Transition Services Agreement

Pharmacy Master License Agreement

D-1

Clinic Master License Agreement

D-2

File Transfer Agreement

Form of Power of Attorney

Master Lease Agreement

SCHEDULES

Seller Affiliates

Pharmacies and Medical Clinics

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 6

GLOSSARY OF DEFINED TERMS

Definition

Location of

Defined Terms

ACA

Section 3.11(b)

Accounts Receivable

Section 12.05(b)

Acquisition

Section 1.01

Affiliate

Section 12.05(b)

Agreement

Preamble

Allocation

Section 10.02(b)

Ancillary Agreements

Section 3.02

Antitrust Laws

Section 5.04(a)

Applicable Law

Section 3.03

Assumed Liabilities

Section 1.04(a)

Blackout Period

Section 2.01 of the Seller Disclosure Schedule

Business

Introduction

business day

Section 12.05(b)

Business Employee

Section 6.01(a)

Business Material Adverse Effect

Section 12.05(b)

Business Space

Section 12.05(b)

Claims

Section 1.02(a)(vii)

Clinic Master License Agreement

Section 1.05(e)

Clinic Operating Agreement

Section 1.05(b)

Closing

Section 2.01

Closing Date

Section 2.01

Closing Date Statement

Section 2.04(a)

Closing Employee Census

Section 6.01(a)

Closing Inventory

Section 12.05(b)

CMS

Section 12.05(b)

COBRA

Section 6.02

Code

Section 3.09(a)

Confidentiality Agreement

Section 5.03(a)

Consent

Section 1.03(a)

Contracts

Section 1.02(a)(vi)

Data

Section 3.17

Data Converter

Section 5.05(a)

DEA

Section 5.04(f)

DOJ

Section 5.04(b)

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 7

Section 12.05(b)

Employee Census

Section 6.01(a)

Employment Screenings

Section 6.01(c)

Environmental Laws

Section 3.15(a)

Definition

Location of

Defined Terms

Equipment

Section 1.02(a)(iv)

ERISA

Section 12.05(b)

ERISA Affiliate

Section 12.05(b)

Event

Section 12.05(b)

(in definition of “Business Material Adverse Effect”)

Exchange Act

Section 12.05(b)

Excluded Assets

Section 1.02(b)

Excluded Taxes

Section 3.09(a)

Family

Section 12.05(b)

File Transfer Agreement

Section 1.05(f)

Final Appeal Date

Section 6.01(c)

Final Purchase Price

Section 2.04(c)

Financial Information

Section 3.04(a)

FTC

Section 5.04(b)

Fundamental Representations

Section 11.01(b)(iii)

GAAP

Section 12.05(b)

Governmental Entity

Section 3.03

Hazardous Materials

Section 3.15(a)

Health Care Law

Section 12.05(b)

HIPAA

Section 5.06(c)

HSR Act

Section 3.03

Included Current Assets

Section 12.05(b)

Included Current Liabilities

Section 12.05(b)

Indebtedness

Section 12.05(b)

Indemnified Party

Section 9.03(a)

Indemnifying Party

Section 9.03(a)

Independent Expert

Section 2.04(b)(ii)

Intellectual Property

Section 12.05(b)

Interim Employee Census

Section 6.01(a)

Inventory

Section 1.02(a)(i)

IRS

Section 9.06

Judgment

Section 3.03

Know-How

Section 1.02(a)(xiii)

knowledge of Seller

Section 12.05(b)

Lease Files

Section 3.06(b)

Leased Real Property

Section 3.06(b)

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 8

Leases

Section 3.06(b)

Leave Commencement Date

Section 6.01(a)

Liabilities

Section 12.05(b)

Liens

Section 3.05(a)

LTD Business Employees

Section 6.01(a)

vii

Definition

Location of

Defined Terms

Losses

Section 9.01

Master Lease Agreement

Section 1.05(g)

Material Permits

Section 3.08(b)

Medicaid

Section 12.05(b)

Medicare

Section 12.05(b)

Most Recent Unaudited Financial Information

Section 3.04(a)

Multiemployer Plan

Section 12.05(b)

Notice of Objection

Section 2.04(b)(i)

Owned Property

Section 3.06(a)

Outside Date

Section 8.01(a)(iv)

Parent

12.15

Parties and Party

Preamble

PCBs

Section 3.15(a)

(in definition of “Hazardous Materials”)

Permits

Section 1.02(a)(v)

Permitted Liens

Section 3.05(a)

person

Section 12.05(b)

Pharmacy and Medical Records

Section 5.05(a)

Pharmacy Master License Agreement

Section 1.05(d)

Pharmacy Operating Agreement

Section 1.05(a)

Post-Closing Tax Period

Section 3.09(a)

Power of Attorney

Section 2.02(a)(xii)

Pre-Closing Tax Period

Section 3.09(a)

Prescription Files

Section 1.02(a)(ii)(B)

Proceeding

Section 12.05(b)

Programs

Section 3.18

Purchase Price

Section 1.01

Purchaser

Preamble

Purchaser Disclosure Schedule

Article IV

Purchaser Indemnitees

Section 9.01

Purchaser Welfare Plans

Section 6.05(a)

Purchaser’s 401(k) Plan

Section 6.04(a)

Real Property

Section 3.06(b)

Receivables

Section 1.02(b)(vii)

Related Person

Section 12.05(b)

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 9

Restraint

Section 7.01(b)

Retained Liabilities

Section 1.04(b)

Reverse Termination Fee

Section 8.02(d)

Seller

Preamble

Seller Affiliates

Introduction

Seller Agents

Section 5.03(b)

viii

Definition

Location of

Defined Terms

Seller Benefit Plan

Section 12.05(b)

Seller Disclosure Schedule

Article III

Seller Indemnitees

Section 9.02

Seller’s 401(k) Plan

Section 6.04(a)

Seller’s Allocable Portion

Section 10.03(a)

Social Security Act

Section 12.05(b)

(in definition of “Medicaid”)

subsidiary

Section 12.05(b)

Target Closing Inventory

Section 2.04(c)(i)

Tax

Section 3.09(a)

Tax Return

Section 3.09(a)

Taxes

Section 3.09(a)

Taxing Authority

Section 3.09(a)

Third Party Claim

Section 9.03(a)

Transfer Taxes

Section 3.09(a)

Transfer Time

Section 6.01(c)

Transferred Assets

Section 1.02(a)

Transferred Contracts

Section 1.02(a)(vi)

Transferred Employee

Section 6.01(c)

Transferred Equipment

Section 1.02(a)(iv)

Transferred Intellectual Property

Section 1.02(a)(xii)

Transferred Inventory

Section 1.02(a)(i)

Transferred Know-How

Section 1.02(a)(xiii)

Transferred Permits

Section 1.02(a)(v)

Transition Services Agreement

Section 1.05(c)

WARN Act

Section 6.09

Will-Call Inventory

Section 1.04(c)

ASSET PURCHASE AGREEMENT

This

ASSET PURCHASE AGREEMENT

, dated as of June 12, 2015 (this

“

Agreement

”), is between TARGET CORPORATION, a Minnesota corporation (“

Seller

”),

and CVS PHARMACY, INC., a Rhode Island corporation (“

Purchaser

”). Each of Seller and

Purchaser are referred to herein as a “

Party

” and collectively as the “

Parties

.”

INTRODUCTION

Seller, directly or indirectly through certain affiliated entities identified on

Schedule I

(collectively, the “

Seller Affiliates

”), owns, manages, operates, or provides

management services to the retail pharmacies and medical clinics in the United States

listed on

Schedule II

as modified or updated by Seller prior to the Closing (the

“

Business

”). Seller and the Seller Affiliates wish to sell and assign, or cause to be sold or

assigned, to Purchaser, and Purchaser wishes to purchase from Seller and the Seller

Affiliates, the Transferred Assets, upon the terms and subject to the conditions of this

Agreement. In addition, Purchaser has agreed to assume from Seller and the Seller

Affiliates the Assumed Liabilities and Seller and the Seller Affiliates have agreed to

retain the Excluded Assets and the Retained Liabilities, in each case, upon the terms and

subject to the conditions of this Agreement.

NOW, THEREFORE,

in consideration of the premises and the representations,

warranties, covenants and agreements contained in this Agreement, and intending to be

legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

Purchase and Sale of Transferred Assets

SECTION 1.01.

Purchase and Sale.

Upon the terms and subject to the conditions of this

Agreement, at the Closing, Seller shall, and shall cause the Seller Affiliates to, sell, transfer, assign, convey

and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller and the Seller

Affiliates, free and clear of any Liens, all of Seller’s and the Seller Affiliates’ right, title and interest in, to

and under the Transferred Assets as of the Closing and Seller and Purchaser shall enter into the Ancillary

Agreements in accordance with the terms of this Agreement for an aggregate purchase price of

$1,887,000,000 (the “

Purchase Price

”), payable as set forth in

Section 2.02(b)(i)

and subject to

adjustment as set forth in

Sections 2.04

and

2.06

. Subject to the terms and conditions of this Agreement,

at the Closing, Purchaser shall assume only the Assumed Liabilities. Notwithstanding anything herein to

the contrary, Seller shall, or shall cause any Seller Affiliate to retain the Retained Liabilities. The purchase

and sale of the Transferred Assets, the assumption of the Assumed Liabilities and Seller’s and the Seller

Affiliates’ retention of the Excluded Assets and the Retained Liabilities are collectively referred to in this

Agreement as the “

Acquisition

.”

SECTION 1.02.

Transferred Assets and Excluded Assets

(a) The term “

Transferred Assets

” means all of Seller’s and the Seller Affiliates’ right,

title and interest in, to and under all of the assets, properties and rights of Seller

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 11

and the Seller Affiliates, to the extent that such assets, properties and rights exclusively relate to, are used

exclusively in or held exclusively for the Business as they exist at the time of the Closing, including the

following, which shall not in any event include any of the Excluded Assets:

(i) All (x) clinic inventory (

e.g.

, vaccines) and pharmaceutical

inventory, including prescription drug products, including full and partial containers, controlled

substances, insulin, syringes, needles, test strips, and brand name and private label pseudoephedrine

(PSE) products that are federally listed chemicals, that are required to be kept behind the pharmacy

counter, owned by Seller or the Seller Affiliates as of the Closing (“

Inventory

”) and that are used or held

for use primarily in the operation or conduct of the Business, but (y) excluding any expired Inventory of

the Business as of the Closing Date consistent with the terms set forth in

Section 2.03 of the Seller

Disclosure Schedule

(collectively, the “

Transferred Inventory

”);

(ii) (A) all current prescriptions, including all open prescriptions that have not

yet been filled or have remaining refills and those for which the patients previously elected to receive

automatic refills, of the Business, in each case, only if the same can be transferred or assigned to

Purchaser in accordance with Applicable Law and (B) in each case, to the extent required by Applicable

Law, all prescription files, records and data utilized or generated by Seller and the Seller Affiliates in the

course of operating the Business, including all hard copy prescriptions, signature logs, customer lists, and

all electronic data of the same maintained in any format by Seller or any Seller Affiliate (the

“

Prescription Files

”);

(iii) all medical supplies (including bottles), clinic supplies, and medical

devices owned by Seller or the Seller Affiliates as of the Closing that are used or held for use exclusively in

the operation or conduct of the Business;

(iv) all other tangible personal property and interests therein, including all

machinery, equipment, furniture (which will be deemed to include shelving and similar fixtures for

purposes of this Agreement), furnishings, safes with combinations and keys, and office equipment,

together with all parts, tools, spare parts and repair parts (“

Equipment

”), owned by Seller or any of the

Seller Affiliates as of the Closing that are used exclusively in the Business (collectively, the “

Transferred

Equipment

”);

(v) all permits, licenses, registrations, approvals, exemptions, orders, consents,

franchises or the like or other authorizations from any Governmental Entity (“

Permits

”) issued to Seller

or any of the Seller Affiliates that are used or held for use exclusively in the operation or conduct of the

Business, including all Permits set forth in

Section 1.02(a)(v) of the Seller Disclosure Schedule

, in each

case, solely to the extent such Permits are transferable to Purchaser in accordance with Applicable Law

(the “

Transferred Permits

”), and copies of all filings with any Governmental Entity relating thereto that

are in the possession of Seller or any of the Seller Affiliates;

(vi) any written or oral contracts, licenses, instruments, indentures, notes,

undertakings, agreements, commitments, statements of work and other agreements, commitments or

legally binding arrangements (“

Contracts

”) of Seller or any of the Seller

Affiliates primarily related to the Business (other than any Contract with a Related Person) that Seller and

Purchaser mutually agree in writing to be assigned to Purchaser hereunder (the “

Transferred

Contracts

”);

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 12

(vii) all rights, claims, credits, judgments, rights of recovery, rights of set-off,

demands, actions, suits and causes of action of any kind, whether class, individual or otherwise in nature,

in law or in equity (collectively, “

Claims

”) exclusively related to or arising out of any Transferred Asset or

Assumed Liability after Closing;

(viii) all patient billing records, medical records, pharmacy or clinic manuals,

patient files, patient complaint records, and Pharmacy and Medical Records for the two-year period prior

to the Closing Date, in each case that (A) are owned by Seller or any of the Seller Affiliates, (B) are used or

held for use exclusively in, or that arise exclusively out of, the operation or conduct of the Business, (C)

can be transferred or assigned to Purchaser in accordance with Applicable Law, and (D) are reasonably

separable from documents or databases that are not used or held for use exclusively in, or that do not

arise exclusively out of, the operation or conduct of the Business;

(ix) (A) copies of Seller’s and the Seller Affiliates’ employee handbooks;

records related to the Transferred Inventory; machinery and equipment maintenance files; PDX system

records (including data and files); ATHENA system records (including data and files); correspondence

with any Governmental Entities that is in the possession of Seller or any of the Seller Affiliates (other than

correspondence related to (1) protected settlement discussions and (2) immaterial administrative

issues); executed copies of the Transferred Contracts; databases; and customer and supplier lists; in each

case to the extent exclusively related to the Business, whether in hard copy or computer format, and (B)

copies of the records necessary for Purchaser to fulfill its obligation under

Section 6.11

;

(x) all guarantees and warranties of third parties in favor of Seller or any Seller

Affiliate to the extent relating exclusively to the other Transferred Assets;

(xi) all rights to use the telephone and facsimile numbers used exclusively in

the conduct or operation of the Business;

(xii) all (A) trademarks, trademark registrations, trademark applications,

service marks, and trade names set forth in

Section 1.02(a)(xii)(A) of the Seller Disclosure Schedule

and the goodwill associated exclusively therewith (for the avoidance of doubt, Purchaser is not acquiring,

and nothing herein grants Purchaser any right in any way to, the names and marks “TARGET,” “Expect

More, Pay Less,” or the Bullseye Logo/Design or the names and marks of any of the Seller Affiliates (in

style or design) or any name or mark derived from or including any of the foregoing and the goodwill

associated therewith); (B) patents and patent applications set forth in

Section 1.02(a)(xii)(B) of the

Seller Disclosure Schedule

; (C) domain names set forth in

Section 1.02(a)(xii)(C) of the Seller

Disclosure Schedule

; and (D) copyrights, copyright registrations, copyright applications, and all rights to

any of the foregoing owned by Seller or any Seller Affiliates that are used or held for use exclusively in the

operation or conduct of the Business (for the avoidance of doubt, Purchaser is not acquiring, and nothing

herein grants Purchaser any right in any way to, the names and

marks “TARGET,” “Expect More, Pay Less,” or the Bullseye Logo/Design or the names and marks of any of

the Seller Affiliates (in style or design) or any name or mark derived from or including any of the

foregoing and the goodwill associated therewith) (the items set forth in the foregoing clauses (A), (B), (C),

and (D), the “

Transferred Intellectual Property

”);

(xiii) all trade secrets, proprietary inventions, know-how, formulae, processes,

procedures, research records, records of inventions, test information, market surveys, and marketing

know-how (collectively, “

Know-How

”) owned by Seller or any of the Seller Affiliates that are used or held

for use exclusively in the operation or conduct of the Business (the “

Transferred Know-How

”); and

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 13

(xiv) the goodwill and going concern value associated with the operation of the

Business and the Transferred Assets.

(b) Notwithstanding anything to the contrary contained in this Agreement, the

Transferred Assets expressly exclude the following assets (collectively, the “

Excluded Assets

”), which

Purchaser will not purchase or acquire and neither Seller nor any Seller Affiliate will sell, transfer, assign

or deliver to Purchaser:

(i) any of Seller’s or Sellers’ Affiliates’ other retail operations (including retail

operations located at the same locations as the Business), distribution centers, administrative offices and

facilities (other than the pharmacies and medical clinics that comprise the Business), and all assets or

properties located thereon or used in connection therewith, and rights appurtenant thereto, including, all

real property (whether owned or leased), fixtures, leasehold improvements, Equipment, Inventory,

records, supplies, manufacturer warranties, accounts receivable, Permits, credits, prepaid expenses,

deferred charges, advance payments, security deposits and prepaid items, goodwill and other assets not

used exclusively in the Business and not transferred to and acquired by Purchaser under this Agreement;

(ii) (A) over-the-counter merchandise or Inventory (other than

pseudoephedrine products, insulin, syringes, and needles), including over-the-counter merchandise or

Inventory located behind the pharmacy counter and durable medical equipment, (B) private label

merchandise or Inventory (other than private label PSE products that are federally listed chemicals), (C)

any merchandise or Inventory that cannot be transferred to Purchaser under Applicable Law, and (D) any

expired Inventory as of the Closing Date consistent with the terms in

Section 2.03 of the Seller

Disclosure Schedule

;

(iii) all assets identified in

Section 1.02(b)(iii) of the Seller Disclosure

Schedule

;

(iv) all computer equipment and systems, order-entry devices, point-of-sale

systems, surveillance systems, and alarm systems;

(v) intercompany account assets of Seller and its Affiliates;

(vi) all cash, cash equivalents or securities of Seller or any of the Seller

Affiliates (including any drawer cash);

(vii) all accounts and notes receivable and similar rights to receive payments

(including in respect of rebates or volume discounts or from third party payors or government

reimbursements) of Seller or any of the Seller Affiliates, including those arising out of the operation or

conduct of the Business prior to the Closing (the “

Receivables

”);

(viii) all Claims, to the extent arising out of, relating to or in respect of any

other Excluded Asset, any Retained Liability or the operation of the Business prior to Closing, including

(A) any such items arising under insurance policies, and (B) all guarantees, warranties, indemnities and

similar rights in favor of Seller or any of the Seller Affiliates in respect of any Excluded Asset, any Retained

Liability or the operation of the Business prior to Closing;

(ix) any shares of capital stock or other equity interests of any Affiliate of Seller

or any of the Seller Affiliates;

(x) any employee benefit plan and any asset relating to any employee benefit

plan in which any employees of Seller or any of the Seller Affiliates participate;

(xi) any refunds or credits, claims for refunds or credits or rights to receive

refunds or credits from any Taxing Authority with respect to Excluded Taxes;

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 14

(xii) any records (including accounting records) related to Excluded Taxes and

all financial and Tax records relating to the Business that form part of Seller’s, any Seller Affiliates’ or any

of their respective Affiliates’ general ledger;

(xiii) all records prepared in connection with the sale of the Business (or any

portion thereof), including bids received from third persons and analyses relating to the Business (or any

portion thereof);

(xiv) all rights of Seller or any of the Seller Affiliates under this Agreement and

any other agreements, certificates and instruments relating to the sale of the Business (or any portion

thereof) or otherwise delivered in connection with this Agreement;

(xv) other than the Transferred Intellectual Property, all Intellectual Property

of Seller and the Seller Affiliates, including the names and marks “TARGET,” “Expect More, Pay Less,” and

the Bullseye Logo/Design and the names and marks of any of the Seller Affiliates (in style or design) and

any name or mark derived from or including any of the foregoing and the goodwill associated therewith,

patents, copyrights, and identifying logos, internet domain names, websites, and trade dress;

(xvi) other than the Transferred Know-How, all Know-How of Seller and the

Seller Affiliates;

(xvii) any (A) registration information and customer data and other

information derived from customer loyalty cards, promotions, co-branded credit card programs and the

like, (B) customer lists (including email addresses) related to Seller’s or any Seller Affiliate’s internet

business operations, (C) guest data related to the non-Business operations of Seller or any Seller Affiliate,

and (D) equipment related to the target.com business operations;

(xviii) to the extent permitted by Applicable Law, a copy of all Prescription

Files and Pharmacy and Medical Records;

(xix) other than shelving and similar fixtures deemed to be furniture pursuant

Section 1.02(a)(iv)

, all Real Property and any other real property owned, leased, subleased, or

otherwise occupied by Seller or any Seller Affiliate, together with all buildings, fixtures, structures, and

improvements situated thereon and all easements, rights-of-way and other rights and privileges

appurtenant thereto; and

(xx) all division or corporate-level services of the type currently provided to

the Business by Seller, any of the Seller Affiliates or any of their respective Affiliates.

SECTION 1.03.

Consents to Certain Assignments

(a)

Notwithstanding anything in this Agreement to the contrary, but

subject to the provisions of this

Section 1.03

and

Section 5.04

, to the extent the

transfer, sale, conveyance, delivery or assignment, or the attempted transfer, sale,

conveyance, delivery or assignment, to Purchaser of any Transferred Asset would result

in violation of Applicable Law or would require the consent, approval, authorization or

waiver (“

Consent

”) of a person who is not a Party or an Affiliate of a Party (including

Governmental Entities), and such Consent shall not have been obtained prior to the

Closing, this Agreement shall not constitute a transfer, sale, conveyance, delivery or

assignment, or an attempted transfer, sale, conveyance, delivery or assignment, thereof;

provided, however, that, subject to the satisfaction or waiver of the conditions

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 15

contained in

Article VII

and subject to

Section 2.06

, the Closing shall occur

notwithstanding the foregoing without any adjustment to the Purchase Price on account

thereof. Following the Closing, Purchaser and Seller shall, and Seller shall cause each of

the Seller Affiliates to, use their reasonable best efforts and cooperate with each other,

to obtain any such required Consent as promptly as practicable after the Closing. Once

such Consent is obtained, Seller shall, and shall cause the Seller Affiliates, as applicable,

to transfer, sell, convey, deliver or assign to Purchaser the relevant Transferred Asset to

which such Consent relates for no additional consideration. Purchaser agrees that

neither Seller nor any of the Seller Affiliates will have any Liability whatsoever to

Purchaser arising out of or relating to the failure to obtain any such Consent or because

of any circumstances resulting therefrom unless failure to obtain that Consent is

otherwise a breach of a representation, warranty, or covenant of Seller under this

Agreement.

(b)

To the extent that any Transferred Asset cannot be transferred to

Purchaser at the Closing pursuant to this

Section 1.03

, Purchaser and Seller shall enter

into mutually agreeable, reasonable arrangements to provide to the Parties the

economic benefit and, to the extent permitted under Applicable Law, operational

equivalent of the transfer of such Transferred Asset, including any indemnities, that

they would have obtained had the asset been conveyed to Purchaser at the Closing.

Purchaser shall, as agent or subcontractor for Seller or any Seller Affiliate, pay, perform

and discharge fully the Liabilities of Seller or the applicable Seller Affiliate thereunder

from and after the Closing Date. To the extent permitted under Applicable Law, Seller

shall, and shall cause the applicable Seller Affiliate to, at Purchaser’s expense, hold in

trust for and pay to Purchaser promptly upon receipt thereof, such Transferred Asset

and all income, proceeds and other monies received by Seller or any Seller Affiliates to

the extent related to such Transferred Asset in connection with the arrangements under

this

Section 1.03

Notwithstanding anything herein to the contrary, the provisions of this

Section 1.03

shall not apply to any Consent required under any Antitrust Laws, which Consent shall

be governed by

Section 5.04

SECTION 1.04.

Assumption of Liabilities

(a)

Upon the terms and subject to the conditions of this Agreement,

effective as of the Closing, Purchaser will not assume, and will not pay, perform or

discharge when due, any Liabilities of Seller, the Seller Affiliates, the Transferred Assets,

the Business or otherwise, other than the following Liabilities (collectively, the

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 16

“

Assumed Liabilities

”), which Assumed Liabilities Purchaser shall pay, perform, and

discharge when due:

(i)

all Liabilities of Seller or any of the Seller Affiliates under the

Transferred Contracts and the Transferred Permits or otherwise arising out of, relating

to, or in respect of any Transferred Asset but only to the extent such Liabilities (A) do

not arise from any failure to perform, improper performance, warranty or other breach,

default or violation by Seller or any Seller Affiliate, (B) do not arise from any Contract

with a Related Person and (C) arise out of, relate to or are in respect of actions,

omissions or events first occurring from and after the Closing;

(ii)

all Liabilities arising out of, relating to or in respect of any and

all products sold by the Business (including Liabilities for refunds, adjustments,

allowances, recalls, exchanges and returns and warranty, product liability,

merchantability and similar Claims or Proceedings relating to any such Liabilities) but

only to the extent such Liabilities (A) do not arise from any failure to perform, improper

performance, warranty or other breach, default or violation by Seller or any of Seller

Affiliate and (B) arise out of, relate to or are in respect of actions, omissions or events

first occurring from and after the Closing;

(iii)

all Liabilities (including any third-party legal fees, defense

costs and similar expenses) in respect of Claims and Proceedings, whether or not

presently asserted, to the extent arising out of, relating to or in respect of the

Transferred Assets or the operation or conduct of the Business but only to the extent

such Liabilities (A) do not arise from any failure to perform, improper performance,

warranty or other breach, default or violation by Seller or any Seller Affiliate and (B)

arise out of, relate to or are in respect of actions, omissions or events occurring from

and after the Closing;

(iv)

all Taxes (including Transfer Taxes), other than Excluded

Taxes, arising out of, relating to or in respect of the Transferred Assets or the operation

or conduct of the Business;

(v)

all Liabilities expressly assumed by Purchaser under

Section

6.08

;

(vi)

all Liabilities arising out of or related to the use, disclosure,

access, maintenance, transmission, or handling of the Pharmacy and Medical Records by

the Data Converter, Purchaser, or any of their subcontractors or agents, whether before

or after the Closing, including (1) all Liabilities arising under HIPAA, state data breach

notification laws, state social security number protection laws, and all federal and state

consumer protection

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 17

laws, and (2) all other Applicable Laws concerning the privacy or security of personal

information; and

(vii)

all Liabilities, other than the Excluded Liabilities, resulting

from or arising out of (x) Purchaser’s ownership or operation of the Business and the

Transferred Assets, or (y) the conduct of, the use, non-use or ownership (whether by

leasehold or fee) of the Transferred Assets, in each case to the extent such other

Liabilities arise during, accrue during, or are attributable to actions, omissions or events

first occurring from and after the Closing.

The Assumed Liabilities described above do not limit the respective Liabilities of the

Parties under any of the Ancillary Agreements.

(b)

Notwithstanding any other provision of this Agreement, other than

the Assumed Liabilities, all Liabilities of Seller or any Seller Affiliates, whether presently

in existence or arising hereafter (collectively, the “

Retained Liabilities

”) shall be

retained by Seller and Seller Affiliates and Purchaser shall not assume or be responsible

to pay, perform or discharge any Retained Liability. For purposes of clarity, a Liability

will be deemed to arise out of or relate to the period prior to Closing if the action,

omission or event giving rise to such Liability (

e.g.

, filling a prescription bottle with the

wrong drug products or with expired drug products) occurred prior to Closing, even if

the improper action, omission or event is not discovered until after Closing (

e.g.

, when

the patient picks up the improperly-filled prescription). Without limiting the foregoing,

the Retained Liabilities shall include the following:

(i)

all accounts payable and Liabilities of Seller or any of the Seller

Affiliates;

(ii)

all Excluded Taxes;

(iii)

with respect to any Transferred Contract, any Liability (A)

arising directly or indirectly from events occurring during the period prior to the

Closing; or (B) arising in respect of any collective bargaining agreement to which Seller

or any Seller Affiliate is a party;

(iv)

all Liabilities retained by Seller and the Seller Affiliates under

Section 6.08

;

(v)

all Liabilities of Seller or any Seller Affiliate arising out of,

relating to, or incurred in connection with the negotiation, preparation, investigation

and performance of this Agreement, the Ancillary Agreements and the transactions

contemplated hereby and thereby, including fees and expenses of counsel, accountants,

consultants, advisers and others;

(vi)

all Liabilities for any damages or injuries to persons or

property or for any tort or strict liability arising from events, actions or inactions

relating to the Business, in each case, prior to the Closing;

(vii)

all Liabilities in respect of any pending or threatened

Proceeding arising out of, relating to or otherwise in respect of the operation of the

Business or the Transferred

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 18

Assets to the extent relating to the operation of the Business or the Transferred Assets

at or prior to the Closing;

(viii)

all Indebtedness of Seller or any Seller Affiliates;

(ix)

all Liabilities with respect to all Real Property and any other

real property owned, leased, subleased, or otherwise occupied by Seller or any Seller

Affiliate, together with all buildings, fixtures, structures, and improvements situated

thereon and all easements, rights-of-way and other rights and privileges appurtenant

thereto; and

(x)

all Liabilities, other than the Assumed Liabilities, resulting

from or arising out of (x) Seller’s or any Seller Affiliates’ ownership or operation of the

Business and the Transferred Assets, or (y) the conduct of, the use, non-use or

ownership (whether by leasehold or fee) of the Transferred Assets, in each case to the

extent such other Liabilities arise during, accrue during, or are attributable to the period

prior to Closing.

The Excluded Liabilities described above do not limit the respective Liabilities of the

Parties under any of the Ancillary Agreements.

(c)

From and after the Closing, Seller retains the right and authority to

collect for its own account all Receivables and other related items that are included in

the Excluded Assets and to endorse any checks or drafts received with respect to any

Receivables or other related items that are included in the Excluded Assets. Purchaser

will deliver to Seller any cash or other property received directly or indirectly by

Purchaser or its Affiliates with respect to (i) the Receivables and other related items

that are included in the Excluded Assets and (ii) co-pays from patients of will-call

Inventory (

i.e.

, pharmacy Inventory that is filled but not yet physically picked up by the

patient as of the time of the physical inventory under

Section 2.03

) (“

Will-Call

Inventory

”) that is not counted toward the Closing Inventory amount in accordance

with

Section 2.03 of the Seller Disclosure Schedule

SECTION 1.05.

Additional Agreements

. At the Closing, Seller and Purchaser

will execute and deliver:

(a)

a pharmacy operating agreement, substantially in the form attached

hereto as

Exhibit A

(the “

Pharmacy Operating Agreement

”);

(b)

a clinic operating agreement, substantially in the form attached

hereto as

Exhibit B

(the “

Clinic Operating Agreement

”);

(c)

a transition services agreement, substantially in the form attached

hereto as

Exhibit C

(the “

Transition Services Agreement

”);

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 19

(d)

a master license agreement in connection with the Pharmacy

Operating Agreement, substantially in the form attached hereto as

Exhibit D-1

(the

“

Pharmacy Master License Agreement

”);

(e)

a master license agreement in connection with the Clinic Operating

Agreement, substantially in the form attached hereto as

Exhibit D-2

(the “

Clinic

Master License Agreement

”);

(f)

a file transfer agreement substantially in the form attached hereto as

Exhibit E

(the “

File Transfer Agreement

”); and

(g)

a master lease agreement substantially in the form attached hereto

Exhibit G

(the “

Master Lease Agreement

”).

ARTICLE II

Closing and Post-Closing Purchase Price Adjustments

SECTION 2.01.

Closing.

The closing of the Acquisition (the “

Closing

”) will take

place at the offices of Faegre Baker Daniels LLP, 2200 Wells Fargo Center, 90 South

Seventh Street, Minneapolis, Minnesota 55402, at 10:00 a.m. local time on the third

business day following the satisfaction (or, to the extent permitted, the waiver) of the

conditions set forth in

Section 7.01

, or, if on such day any other condition set forth in

Article VII

has not been satisfied (or, to the extent permitted, waived by the Party

entitled to the benefit thereof), as soon as practicable after all the conditions set forth in

Article VII

have been satisfied or are capable of being satisfied (but subject to

satisfaction) at Closing (or, to the extent permitted, waived by the Party entitled to the

benefit thereof), or at such other place, time and date as may be agreed by Seller and

Purchaser;

provided

, that (a) the Closing will not occur before the date that is 90 days

after the date of this Agreement and (b) the Closing is subject to

Section 2.01 of the

Seller Disclosure Schedule

. The date on which the Closing occurs is referred to in this

Agreement as the “

Closing Date

.” The Closing will be deemed to be effective as of 12:01

a.m. on the Closing Date. All actions to be taken and all documents to be executed or

delivered at Closing will be deemed to have been taken, executed and delivered

simultaneously, and no action will be deemed taken and no document will be deemed

executed or delivered until all have been taken, delivered and executed, except in each

case to the extent otherwise stated in this Agreement or any such other document. If

Seller and Purchaser agree, documents may be delivered at the Closing by electronic

delivery, and (except as otherwise agreed) the receiving Party may rely on the receipt of

such documents so delivered as if the original had been received.

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 20

SECTION 2.02.

Transactions To Be Effected at the Closing

At the Closing:

(a)

Seller will deliver or cause to be delivered to Purchaser:

(i)

appropriately executed deeds, bills of sale, assignments and

other instruments of transfer relating to the Transferred Assets (other than the

Transferred Intellectual Property), it being understood in each case that such deeds,

bills of sale, assignments and other instruments of transfer will not require Seller or any

Seller Affiliate to make any additional representations, warranties or covenants,

expressed or implied, not contained in this Agreement;

(ii)

an officer’s certificate signed by a senior officer of Seller to the

effect set forth in

Sections 7.02(a), (b) and (d)

;

(iii)

an officer’s certificate signed by a senior officer of Seller

certifying (A) that the board of directors, or other managing body

of Seller has adopted

resolutions authorizing Seller’s entry into this Agreement and the consummation by

Seller of the transactions contemplated by this Agreement, and (B) a specimen

signature of an officer duly authorized thereby to execute this Agreement and the

Ancillary Agreements on behalf of Seller or any Seller Affiliate;

(iv)

a certificate of Seller’s non-foreign status complying with the

provisions of United States Treasury Regulation Section 1.1445-2(b);

(v)

an appropriately executed counterpart of the Pharmacy

Operating Agreement;

(vi)

an appropriately executed counterpart of the Clinic Operating

Agreement;

(vii)

an appropriately executed counterpart of the Transition

Services Agreement;

(viii)

an appropriately executed counterpart of the Pharmacy

Master License Agreement;

(ix)

an appropriately executed counterpart of the Clinic Master

License Agreement;

(x)

an appropriately executed counterpart of the File Transfer

Agreement;

(xi)

an appropriately executed counterpart of the Master Lease

Agreement;

(xii)

one or more appropriately executed Powers of Attorney,

substantially in the form attached hereto as

Exhibit F

(“

Power of Attorney

”);

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 21

(xiii)

all appropriately executed lease or license agreements with

respect to the Real Properties of the Business necessary for the continued conduct of

the Business after the Closing in substantially the same manner as conducted prior to

the Closing;

(xiv)

duly executed assignments of the U.S. trademark

registrations and applications and patents and patent applications included in the

Transferred Intellectual Property, in a form suitable for recording in the U.S. Patent and

Trademark Office, a release of any liens and confirmation of recording of such release to

the extent applicable to any Transferred Intellectual Property, and a general assignment

for all other Transferred Intellectual Property; and

(xv)

such documents of further assurance reasonably necessary

and typical for transactions similar to the Acquisition, in form and substance reasonably

satisfactory to Purchaser, in order to complete the Acquisition.

(b)

Purchaser will deliver to Seller:

(i)

payment, by wire transfer of immediately available funds to

one or more accounts designated in writing by Seller (such designation to be made at

least three business days prior to the Closing Date), in an amount equal to the Purchase

Price;

(ii)

appropriately executed counterparts to such deeds, bills of

sale, assignments and other instruments of transfer, and appropriately executed

assumption agreements and other instruments of assumption providing for the

assumption of the Assumed Liabilities;

(iii)

an officer’s certificate signed by a senior officer of Purchaser

to the effect set forth in

Sections 7.03(a) and (b)

(iv)

an appropriately executed counterpart of the Pharmacy

Operating Agreement;

(v)

an appropriately executed counterpart of the Clinic Operating

Agreement;

(vi)

an appropriately executed counterpart of the Transition

Services Agreement;

(vii)

an appropriately executed counterpart of the Pharmacy

Master License Agreement;

(viii)

an appropriately executed counterpart of the Clinic Master

License Agreement;

(ix)

an appropriately executed counterpart of the File Transfer

Agreement;

(x)

an appropriately executed counterpart of the Master Lease

Agreement; and

(xi)

such documents of further assurance reasonably necessary

and typical for transactions similar to the Acquisition, in form and substance reasonably

satisfactory to Seller, in order to complete the Acquisition.

SECTION 2.03. Closing Inventory.

Seller and Purchaser will jointly engage RGIS

or a similar inventory service provider (supervised by licensed pharmacists designated

by the Parties) to conduct a physical inventory of the Transferred Inventory on the close

of business on the date immediately prior to the Closing Date;

provided

that the Will-

Call Inventory will not be counted by the inventory service provider but will instead be

determined based on a statement provided

by Seller to Purchaser. The Transferred Inventory will be valued in accordance with the

principles set forth on

Section 2.03 of the Seller Disclosure Schedule

SECTION 2.04.

Closing Date Statement and Purchase Price Adjustments.

(a)

Closing Date Statement and Will-Call Return Statement.

Within

21 days after Closing, Purchaser will prepare and deliver to Seller a statement setting

forth the amount of Will-Call Inventory that was subsequently returned to stock due to

the patient’s failure to pick-up that Will-Call Inventory. Within 45 days after the Closing

Date, Seller will prepare and deliver to Purchaser a calculation by Seller of the Closing

Inventory (the “

Closing Date Statement

”).

(b)

Objections; Resolution of Disputes.

(i)

Unless Purchaser notifies Seller in writing within 30 days after

Seller’s delivery of the Closing Date Statement of any objection to the computation of the

Closing Inventory set forth therein (the “

Notice of Objection

”), the Closing Date

Statement will become final and binding at the end of such 30-day period. During such

30-day period Purchaser and its representatives and their advisors will be permitted to

review all materials and information used by Seller in preparing the Closing Date

Statement and Seller will make available such personnel as are reasonably necessary to

assist Purchaser in its review of the Closing Date Statement. Any Notice of Objection

must specify in reasonable detail the basis for the objections set forth therein.

(ii)

If Purchaser provides the Notice of Objection to Seller within

such 30-day period, Purchaser and Seller will, during the 30-day period following

Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s

objections. During such 30-day period, Seller and its independent auditors and other

representatives and their advisors will be permitted to review the working papers of

Purchaser and, if applicable, Purchaser’s representatives relating to the Notice of

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 23

Objection and the basis therefor. If Purchaser and Seller are unable to resolve all such

objections within such 30-day period, the matters remaining in dispute that were

properly included in the Notice of Objection will be submitted to

PricewaterhouseCoopers LLP (or, if such firm declines to act, to another nationally

recognized public accounting firm mutually agreed upon by Purchaser and Seller in

writing and, if Purchaser and Seller are unable to so agree within 10 days after the end

of such 30-day period, then Purchaser and Seller will each select such a firm and such

firms will jointly select a third nationally recognized firm to resolve the disputed

matters (such selected firm being the “

Independent Expert

”)). The Parties will instruct

the Independent Expert to render its reasoned written decision as promptly as

practicable but in no event later than 30 days after its selection. The resolution of

disputed items by the Independent Expert will be final and binding, and the

determination of the Independent Expert will constitute an arbitral award that is final,

binding and non-appealable and upon which a judgment may be entered by a court

having jurisdiction over the Party against which such determination is to be enforced.

The fees and expenses of the Independent Expert will be apportioned based upon the

inverse proportion of the amount of the disputed items on the Closing Date Statement

resolved in favor of such Party (i.e., so that the prevailing Party bears a lesser amount of

such fees and expenses). The fees and disbursements of Purchaser’s representatives

incurred in connection with their review of the Closing Date Statement and certification

of any Notice of Objection will be borne by

Purchaser. The Closing Date Statement, as adjusted pursuant to this

Section 2.04(b)

shall be deemed to be the Closing Date Statement for purposes of calculating any

adjustment to the Purchase Price pursuant to

Section 2.04(c)

(c)

Adjustment Payment.

Within 10 days after the Closing Date

Statement has become final and binding in accordance with

Section 2.04(b)

(i)

if Closing Inventory in the Closing Date Statement exceeds

$510,000,000, then Purchaser shall pay to Seller an amount equal to (A) Closing

Inventory,

minus

(B) $500,000,000 (the “

Target Closing Inventory

”),

plus

interest thereon at a rate of 5% per annum from the Closing Date to the date payment is

made in full, or

(ii)

if Closing Inventory in the Closing Date Statement is less than

$490,000,000, then Seller shall pay to Purchaser an amount equal to (A) Target Closing

Inventory,

minus

(B) Closing Inventory,

plus

per annum from the Closing Date to the date payment is made in full, or

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 24

(iii)

if Closing Inventory in the Closing Date Statement is between

$490,000,000 and $510,000,000, then no payment will be made by either Party.

The Purchase Price, adjusted by the payment amounts described in clauses (i) through

(iii), will be the “

Final Purchase Price

.” Any payment under this

Section 2.04(c)

will

be made by wire transfer of immediately available funds to an account designated in

writing by Purchaser or Seller, as the case may be.

SECTION 2.05.

Post-Closing Books and Records

. During the period of time

from and after the Closing Date through the resolution of any adjustment to the

Purchase Price contemplated by

Section 2.04

, Purchaser and Seller will afford the other

Party and its independent auditors and other representatives in connection with (a) the

calculation of the Closing Date Statement and (b) any adjustment to the Purchase Price

contemplated by

Section 2.04

access at all reasonable times to the personnel,

properties, books and records of the Business relevant to the calculation or adjustment

contemplated by

Section 2.04

SECTION 2.06.

Net Pharmacy Loss Adjustment

. If, from the date of this

Agreement to the Closing Date, there is a net reduction of more than 20 retail

pharmacies included in the Business due to (a) casualty or condemnation of a store, (b)

affirmative action by Seller or any Seller Affiliate to close a store, or (c) Purchaser’s

inability to derive the economic benefit of operating the retail pharmacy in a store

(under any banner) due to Seller’s inability to obtain required consents or waivers from

any landlord or developer or any other person (excluding a Governmental Entity),

including for any matters set forth in

Sections 3.06(d)

(g)

, and

(h) of the Seller

Disclosure Schedule

, then the Purchase Price payable at Closing will be reduced by an

amount equal to:

(i) $1,100,000

multiplied by

(ii) (A) the net reduction in the number of retail pharmacies included in

the Business from the date of this Agreement to the Closing Date due to the factors set

forth in clauses (a) through (c) above,

minus

(B) 20.

The loss or closing of any retail pharmacy for any reason after the date of this

Agreement and prior to Closing will not be a breach of any representation, warranty,

covenant, or agreement of Seller under this Agreement and Purchaser will not be

entitled to indemnification for any Losses as a result of the loss or closing of any retail

pharmacy for any reason in clauses (a) through (c) above after the date of this

Agreement through the Closing. The Purchase Price adjustment described in this

Section 2.06

will be Purchaser’s sole remedy for a reduction in the number of retail

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 25

pharmacies for any reason in clauses (a) through (c) above after the date of this

Agreement through the Closing.

ARTICLE III

Representations and Warranties of Seller

Except as set forth in the disclosure schedules (the “

Seller Disclosure

Schedule

”) delivered by Seller to Purchaser in connection with this Agreement on or

prior to the date hereof (it being agreed that any matter disclosed in the Seller

Disclosure Schedule with respect to any section of this Agreement shall not be disclosed

against any other section of this Agreement unless the relevance of such disclosure to

such other section is reasonably apparent on its face), Seller hereby represents and

warrants to Purchaser as follows:

SECTION 3.01.

Organization and Standing

. Seller is validly existing and in

good standing under the laws of the State of Minnesota. Each Seller Affiliate is validly

existing under the laws of its jurisdiction of organization. Each of Seller and each of the

Seller Affiliates has full corporate, company or partnership power and authority to

enable it to own, lease or otherwise hold the Transferred Assets owned, leased or

otherwise held by it and to conduct the Business as presently conducted by it.

SECTION 3.02.

Authority; Execution and Delivery; Enforceability

. Seller has

full corporate power and authority to execute this Agreement and the other agreements

and instruments to be executed and delivered in connection with this Agreement (the

“

Ancillary Agreements

”) to which it is, or is specified to be, a party and to consummate

the transactions contemplated to be consummated by it by this Agreement and such

Ancillary Agreements. Each of the Seller Affiliates has full corporate, company or

partnership power and authority to execute the Ancillary Agreements to which it is, or

is specified to be, a party and to consummate the transactions contemplated to be

consummated by it by such Ancillary Agreements. Seller has taken all corporate action

required by its articles of incorporation and by-laws to authorize the execution and

delivery of this Agreement and the Ancillary Agreements to which it is, or is specified to

be, a party and to authorize the consummation of the transactions contemplated to be

consummated by it by this Agreement and such Ancillary Agreements. Each of the Seller

Affiliates has taken all corporate, company or partnership action required by its

comparable organizational documents to authorize the execution and delivery of the

Ancillary Agreements to which it is, or is specified to be, a party and to authorize the

consummation of the transactions contemplated to be consummated by it by such

Ancillary Agreements. Seller has duly executed and delivered this Agreement and on or

prior to the Closing will have duly executed and delivered each Ancillary Agreement to

which it is, or is specified to be, a party, and this Agreement constitutes, and each

Ancillary Agreement to which it is, or is specified to be, a party will after the Closing

constitute, its legal, valid and binding obligation, enforceable against it in

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 26

accordance with the terms of this Agreement or such Ancillary Agreement subject, as to

enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or

similar laws affecting creditors’ rights generally and to general equitable principles.

Each of the Seller Affiliates on or prior to the Closing will have duly executed and

delivered each Ancillary Agreement to which it is, or is specified to be, a party, and each

Ancillary Agreement to which it is, or is specified to be, a party will after the Closing

constitute its legal, valid and binding obligation, enforceable against it in accordance

with the terms of such Ancillary Agreement subject, as to enforcement, to applicable

bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’

rights generally and to general equitable principles.

SECTION 3.03.

No Conflicts or Violations; No Consents or Approvals

Required

. Subject to the receipt of the Consents and the making of the filings and

submissions referenced in the next sentence, the execution and delivery by Seller of this

Agreement do not, the execution and delivery by Seller and each of the Seller Affiliates

of each Ancillary Agreement to which it is, or is specified to be, a party will not and the

consummation of, in the case of Seller, the transactions contemplated to be

consummated by it by this Agreement and such Ancillary Agreements, or, in the case of

each of the Seller Affiliates, the transactions contemplated to be consummated by it by

such Ancillary Agreements, will not conflict with, or result in any breach of or constitute

a default under, or result in the creation of any Lien (other than Permitted Liens or

Liens caused by Purchaser or its Affiliates) upon any of the Transferred Assets under,

any provision of (a) in the case of Seller, its articles of incorporation or by-laws and, in

the case of each of the Seller Affiliates, its comparable organizational documents, (b) any

Contract to which Seller or any of the Seller Affiliates is a party and by which any of the

Transferred Assets is bound or (c) any judgment, order, injunction, writ, award or

decree (“

Judgment

”) or statute, law, ordinance, legally-binding rule or regulation

(“

Applicable Law

”) applicable to Seller or any of the Seller Affiliates or any of the

Transferred Assets, other than, in the case of clauses (b) and (c) above, any items,

individually or in the aggregate, that would not reasonably be expected to materially

and adversely impact the Transferred Assets, the Assumed Liabilities, or the Business

(taken as a whole). No Consent of, or filing or submission with, any federal, state, local

or foreign court of competent jurisdiction, governmental agency, authority,

instrumentality or regulatory body (a “

Governmental Entity

”) is required to be

obtained or made by or with respect to Seller or any of the Seller Affiliates in connection

with the execution, delivery and performance of this Agreement or the consummation

of the Acquisition, other than (i) compliance with and filings under the Hart-Scott-

Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations

promulgated thereunder (the “

HSR Act

”), (ii) the Consents, filings and submissions and

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 27

expirations and terminations of waiting periods as may be required under any other

applicable competition, merger control, antitrust or similar Applicable Law of any

jurisdiction, (iii) the Consents, filings and submissions described in

Section 5.04

(iv) compliance with and filings under the Exchange Act, (v) those that may be required

solely by reason of Purchaser’s (as opposed to any third party’s) participation in the

Acquisition and the other transactions contemplated hereby and by the Ancillary

Agreements, and (vi) those the failure of which to obtain or make would not,

individually or in the aggregate, reasonably be expected to materially and adversely

impact the Transferred Assets, the Assumed Liabilities, or the Business (taken as a

whole).

SECTION 3.04.

Financial Information

(a)

In General.

Seller does not regularly maintain separate Financial

Information for the Business.

Section 3.04(a) of the Seller Disclosure Schedule

sets

forth the following financial information (the “

Financial Information

”): (i) an

unaudited statement of inventory of the Business at January 31, 2015 and February 1,

2014 and (ii) an unaudited statement of current assets and current liabilities of the

Business at January 31, 2015, and (iii) an unaudited statement of revenue and direct

expenses of the Business

for the years ended January 31, 2015 and February 1, 2014

(such January 31, 2015 statements, the “

Most Recent Unaudited Financial

Information

”). Except as set forth in

Section 3.04(a) of the Seller Disclosure

Schedule

, the Financial Information has been prepared in accordance with the

historical accounting principles, practices, methodologies and policies of Seller or the

applicable Seller Affiliates with respect to the Business, applied on a basis consistent

with prior periods and fairly presents in all material respects the Inventory of the

Business at February 1, 2014 and January 31, 2015 and the income of the Business for

the years ended February 1, 2014 and January 31, 2015, in each case subject to the

adjustments described in the databooks, dated March 18, 2015 (pharmacy) and April 3,

2015 (clinics), provided to Purchaser.

(b)

Financial Books and Records.

The financial books and records with

respect to the Business have been derived from the financial books and records of Seller

and the Seller Affiliates, which books and records have been maintained in accordance

with GAAP and customary business practices and fairly and accurately reflect, in all

material respects, on a basis consistent with past periods and throughout the periods

involved, the financial information of the Business. Neither Seller nor any Seller Affiliate

has received any advice or notification from its independent accountants that Seller or

any Seller Affiliate has used any improper accounting practice that would have the

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 28

effect of not reflecting or incorrectly reflecting in the books and records of Seller, any

Seller Affiliate or any of their subsidiaries any material properties, assets, liabilities,

revenues, expenses, equity accounts or other accounts with respect to the Business.

SECTION 3.05.

Transferred Assets Other than Intellectual Property.

(a) Seller or a Seller Affiliate has, or as of the Closing will have, good and

valid title to all Transferred Assets, other than those sold or otherwise disposed of since

the date of this Agreement not in violation hereof, in each case free and clear of all

mortgages, liens, charges, claims, pledges or other encumbrances of any kind

(collectively, “

Liens

”), except (i) Liens arising under original purchase price conditional

sales Contracts or equipment leases with third parties entered into in the ordinary

course of business, and (ii) Liens for Taxes and other governmental charges that are not

due and payable (the Liens described in clauses (i) and (ii) above, together with any

Liens set forth in

Section 3.05(a) of the Seller Disclosure Schedule

, are referred to

collectively as the “

Permitted Liens

”). All of the Transferred Assets are (x) in normal

operating condition and repair, ordinary wear and tear excepted, and (y) not in need of

maintenance or repair, except for ordinary routine maintenance or repairs that are not

material in cost.

(b)

This

Section 3.05

does not relate to intellectual property matters,

such items being the subject of

Section 3.19

SECTION 3.06.

Real Property.

(a)

Section 3.06(a) of the Seller Disclosure Schedule

contains a list,

as of the date of this Agreement, of all real property owned by Seller or any Seller

Affiliate where the Business is operated, including owner, address and whether the

Business conducted at that real property is a pharmacy or clinic (the “

Owned

Property

”). Except as provided in

Sections 3.06(d)

and

(g) of the Seller Disclosure

Schedule

, Seller or a Seller Affiliate has valid fee simple title to each Owned Property,

free of liens and encumbrances that would prevent or materially impair the operation of

the Business by Purchaser at such Owned Property.

(b)

Section 3.06(b) of the Seller Disclosure Schedule

contains a list,

as of the date of this Agreement, of (i) all real property leased, subleased or otherwise

occupied by Seller or any Seller Affiliate where a Business is operated (the “

Leased

Real Property

”, together with the Owned Property, the “

Real Property

”), (ii) the leases

and all amendments thereto for each such Leased Real Property (the “

Leases

”) and all

other documents entered into in connection with the Leases or otherwise related

thereto (including any assignments, guarantees or, with respect to any subleases,

master leases) that materially impact the use or occupancy of the Business Space or the

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 29

operation of the Business therein (the “

Lease Files

”), and (iii) the landlord, tenant,

address, use, current rent and term, under each Lease, including an indication of

renewal terms. Seller has delivered to Purchaser complete and correct copies of all of

the Leases.

(c)

Seller has valid leasehold title to, and is in possession of, each Leased

Real Property under binding and enforceable Leases. Except as provided in

Sections

3.06(d)

and

(g) of the Seller Disclosure Schedule

, each Lease for a Leased Real

Property does not impose any restrictions that would prevent or materially impair the

operation of the Business by Purchaser at such Leased Real Property.

(d)

Except as set forth on

Section 3.06(d) of the Seller Disclosure

Schedule

, no third party consent (excluding consents for exterior signage) is required

to lease, sublease or license the Business Space to Purchaser for the operation of the

Business.

(e)

(i) To the knowledge of Seller, there is no Proceeding which would

reasonably be expected to affect the right of Purchaser to use the Business Space for

operation of the Business, (ii) all Real Property has the real estate licenses, Permits, and

notices of inspection necessary for the occupancy thereof and conduct of the Business

therein, (iii) neither Seller nor any Seller Affiliate is in material default under any of the

Leases and to the knowledge of Seller, no event has occurred or circumstance exists

which, with the delivery of notice, passage of time or both, would constitute such a

material breach or default, (iv) there are no subleases or other parties in possession of

any portion of the Business Space, (v) there are no condemnations pending or, to the

knowledge of Seller, threatened against any Real Property which would affect the right

of Purchaser to continue using the Business Space for the operation of the Business

therein, and (vi) each Business Space is supplied with utilities and other services

necessary to operate the Business therein.

(f)

To the knowledge of Seller, none of the Business Space, or the use of

the Business Space for operation of the Business, violates the standards of zoning or

other

Applicable Laws, or any matters of record, which would materially affect the operation

of the Business by Purchaser in such Business Space.

(g)

Except as provided in

Section 3.06(g) of the Seller Disclosure

Schedule

, there are no restrictions (other than with respect to exterior signage) or

other encumbrances that impose material restrictions on any portion of the Business or

that will materially interfere with or prevent Purchaser’s use of any Business Space or

the operation of the Business therein. None of Seller or, to the knowledge of Seller, any

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 30

other Person is in violation of a condition or agreement contained in any easement,

restrictive covenant or any similar instrument or agreement materially and adversely

affecting the operation of the Business in any Real Property.

(h)

Except as provided in

Section 3.06(h) of the Seller Disclosure

Schedule,

no options, rights of first refusal, or rights of first offer have been granted or

entered into which give any other party a right to purchase or acquire any interest in

any Real Property or any part thereof, which would prevent or materially impair

Purchaser from operating the Business therein or occupying the Business Space therein

in the manner conducted prior to the Closing.

SECTION 3.07.

Contracts

. A true and complete copy of each Transferred

Contract in the possession of Seller or any Seller Affiliate has been made available to

Purchaser. All Transferred Contracts are valid, binding and in full force and effect and

enforceable by Seller or a Seller Affiliate in accordance with their respective terms,

subject to bankruptcy, insolvency, reorganization and other Applicable Laws of general

applicability relating to or affecting creditors’ rights and to general equity principles. As

to each Transferred Contract, there does not exist thereunder any breach, violation or

default on the part of Seller or a Seller Affiliate or, to the knowledge of Seller, any other

party to such Transferred Contract, and there does not exist any event, occurrence or

condition, including the consummation of the Acquisition, which (with or without

notice, passage of time, or both) would constitute a breach, violation or default

thereunder on the part of Seller or a Seller Affiliate, which breach, violation or default

has, or would reasonably be expected to be, individually or in the aggregate, material.

No waiver of any material right has been granted by Seller, any Seller Affiliate or any of

the other parties thereto under any of the Transferred Contracts.

SECTION 3.08.

Permits.

(a)

The Transferred Permits are validly held by Seller or a Seller Affiliate,

and Seller or the applicable Seller Affiliate has complied in all material respects with the

terms and conditions thereof.

(b)

During the 24 months immediately preceding the date of this

Agreement, neither Seller nor any of the Seller Affiliates has received written notice of

any Proceeding relating to the revocation or modification of any of the material

Transferred Permits and, to the knowledge of Seller, there is no fact, error or admission

relevant to any material Transferred Permit that would permit the suspension,

revocation, withdrawal, modification or limitation or result in the threatened

suspension, revocation, withdrawal, modification or limitation, or any loss of such

Permit. No outstanding material violations are or have been recorded in respect of any

of the Transferred Permits. Seller and the Seller Affiliates possess all Permits necessary

to operate the Business as currently conducted (the “

Material Permits

”).

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 31

(c)

None of the Transferred Permits would reasonably be expected to be

subject to any material suspension, modification, revocation or non-renewal as a result

of the execution and delivery of this Agreement or the consummation of the Acquisition.

SECTION 3.09.

Taxes

(a) For purposes of this Agreement:

“

Code

” means the Internal Revenue Code of 1986, as amended.

“

Excluded Taxes

” means all Liabilities of Seller or any Seller Affiliate or any of

their respective Affiliates in respect of (i) any Tax for any Pre-Closing Tax Period, (ii)

any income based Tax imposed on Seller or any Seller Affiliate related to gain

recognized on the disposition of the Transferred Assets, and (iii) Sellers’ Allocable

Portion of Transfer Taxes related to Real Property (if any) as provided in

Section

10.03(b)

“

Post-Closing Tax Period

” means any taxable period (or portion thereof)

beginning on or after the Closing Date.

“

Pre-Closing Tax Period

” means any taxable period (or portion thereof) ending

before the Closing Date.

“

Tax

” or “

Taxes

” means all forms of taxation of the Business imposed by any

federal, state, provincial, local, foreign or other Taxing Authority, including income,

franchise, property, sales, use, excise, employment, unemployment, payroll, social

security, estimated, value added, ad valorem, transfer, recapture, withholding, health

and other taxes of any kind, including any interest, penalties and additions thereto.

“

Tax Return

” means any report, return, document, declaration or other

information or filing required to be supplied to any Taxing Authority with respect to

Taxes, including any amendment made with respect thereto.

“

Taxing Authority

” means any federal, state, provincial, local or foreign

government, any subdivision, agency, commission or authority thereof or any quasi-

governmental body exercising tax regulatory authority.

“

Transfer Taxes

” means all sales (including bulk sales), use, value added,

transfer, recording, ad valorem, privilege, documentary, gross receipts, registration,

conveyance, excise, license, stamp or similar Taxes and fees arising out of, in connection

with or attributable to the transactions effectuated pursuant to this Agreement.

(b)

All Tax Returns required to be filed by the Code or by applicable

state, provincial, local or foreign Tax laws to the extent such Tax Returns relate to Pre-

Closing Tax Periods have been timely filed or will be timely filed, (ii) all Taxes due on

such Tax Returns have been paid in full or will be timely paid in full by the due date

thereof other than those being contested in good faith by appropriate proceedings,

(iii) no claims have been asserted in writing against Seller or any Seller Affiliate with

respect to any Taxes due on such Tax Returns and (iv) no Tax liens have been filed.

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 32

SECTION 3.10.

Proceedings

. Except as set forth in

Section 3.10 of the Seller

Disclosure Schedule

, as of the date of this Agreement, there are no Proceedings

pending or, to the knowledge of Seller, threatened, involving the Business, at law or in

equity or before any Governmental Entity and pursuant to which a party seeks more

than $1,000,000 from Seller or the applicable Seller Affiliate or injunctive relief or

specific performance from Seller or the applicable Seller Affiliate involving the Business.

Neither Seller nor any of the Seller Affiliates is a party or subject to or in default under

any unsatisfied Judgment applicable to the conduct of the Business, other than any such

Judgments that would not reasonably be expected to be material. This

Section 3.10

does not relate to Tax matters, such items being the subject of

Section 3.09

, to matters

with respect to Seller Benefit Plans or employment matters, such items being the

subject of

Section 3.11

, to environmental matters, such items being the subject of

Section 3.15

, to healthcare regulatory matters, such items being the subject of

Section

3.18

, or to intellectual property matters, such items being the subject of

Section 3.19

SECTION 3.11.

Seller Benefit Plans; Employment Matters

(a)

Section 3.11(a) of the Seller Disclosure Schedule

sets forth a list,

as of the date of this Agreement, of each material Seller Benefit Plan. With respect to

each material Seller Benefit Plan, Seller has made available to Purchaser copies of the

following (as applicable): (i) the most recent summary plan description and any

summary of material modifications, or to the extent the Seller Benefit Plan is not subject

to ERISA, description of such program, and (ii) the current IRS determination letter for

any Seller Benefit Plan intended to be qualified under Section 401(a) of the Code.

(b)

Each Seller Benefit Plan has been administered in accordance with its

terms and is in compliance in all material respects with all applicable provisions of

ERISA, the Code, COBRA, the Patient Protection and Affordable Care Act (“

ACA

”) and

any other Applicable Laws. Neither Seller nor any ERISA Affiliate is subject to any

liability under Title IV of ERISA or Section 412 of the Code that would reasonably be

expected to become a liability of Purchaser and its Affiliates on or after the Closing Date.

In respect of each

Seller Benefit Plan intended to be qualified under Section 401(a) of

the Code, Seller has received a favorable determination letter on a timely basis from the

IRS that such Seller Benefit Plan is so qualified and there is no fact or circumstance that

has adversely affected or could reasonably be expected to result in the disqualification

of such Seller Benefit Plan. In respect of each Seller Benefit Plan that is a group health

plan, there is no fact or circumstance that would reasonably be expected to result in the

imposition of a material tax or penalty against Seller or any Seller Affiliate under the

ACA with respect to the Business Employees, individually or in the aggregate.

(c)

Neither Seller nor any ERISA Affiliate is obligated to contribute to any

Multiemployer Plan on behalf of any Business Employee.

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 33

(d)

Neither Seller nor any Seller Affiliate is party to any collective

bargaining agreement with any labor organization covering the terms and conditions of

employment for any Business Employee.

(e)

The execution of this Agreement or any Ancillary Agreements and the

performance of the transactions contemplated therein, will not (i) except as set forth

Section

3.11(e)(i) of the Seller Disclosure Schedule

(which schedule may be modified or

updated by Seller from time-to-time prior to the Closing), result in any payment or

increase in benefit with respect to any Business Employee; or (ii) result in any payment

or benefit that will or may be made by Seller that may be characterized as an “excess

parachute payment” within the meaning of Section 280G of the Code.

(f)

Seller is, with respect to the Business Employees, in compliance with

all Applicable Laws, including those related to employment, employment practices,

labor, terms and conditions of employment, classification of employees, and payment of

wages, except where the failure to so comply has not had and would not, individually or

in the aggregate, have a Business Material Adverse Effect.

(g)

As of the date of this Agreement, there are no work stoppages,

slowdowns, walkouts or strikes with respect to the Business Employees, nor to the

knowledge of Seller, are any such actions threatened.

(h)

Seller has in its files a Form I-9 that is validly and properly completed

in accordance with Applicable Law for each Transferred Employee to the extent such

form is required under Applicable Law. With regard to the Business Employees, Seller

has not received any notice or other communication from any Governmental Entity or

other person regarding any violation or alleged violation of any Applicable Law relating

to hiring, recruiting, employing (or continuing to employ) anyone not authorized to

work in the United States and has resolved any and all “no match” notifications from the

Social Security Administration. Seller has a public access file for each Business

Employee working under the H-1B visa program, and the public access file is in

compliance with Section 655.760 of Title 20 of the Code of Federal Regulations. Seller is

in compliance with the Department of Labor’s Labor Condition Application provisions

set forth in Title 20 of the Code of Federal Regulations, Section 655.700 et seq.

SECTION 3.12.

Absence of Changes or Events

. Since the date of the Most

Recent Unaudited Financial Information to the date of this Agreement, (a) Seller and the

Seller Affiliates have conducted the Business in the ordinary course and in a manner

consistent with past practice, and (b) there has not been any event that has had, or

would be reasonably expected to have (either individually or in the aggregate), a

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 34

Business Material Adverse Effect. Without limiting the generality of the foregoing,

except as set forth in

Section 3.12 of the Seller Disclosure Schedule

, since the date of

the Most Recent Unaudited Financial Information to the date of this Agreement, Seller

has not taken any action that, if taken after the date of this Agreement, would constitute

a breach of

Sections

5.01(a) – (m)

or require the consent of Purchaser.

SECTION 3.13.

Compliance with Applicable Laws.

The Business is not, and during the past two years has not been, in

violation in any material respect, and, to the knowledge of Seller, no event has occurred

or circumstance exists that (with or without notice or lapse of time) would constitute or

result in a violation in any material respect by the Business of, or failure on the part of

the Business to comply in any material respect with any Applicable Law that is or was

applicable to the conduct or operation of the Business or the ownership or use of any of

the Transferred Assets. This

Section 3.13

does

not relate to Tax matters, such items being the subject of

Section 3.09

, to matters with

respect to Seller Benefit Plans or employment matters, such items being the subject of

Section 3.11

, to environmental matters, such items being the subject of

Section 3.15

, to

healthcare regulatory matters, such items being the subject of

Section 3.18

, or to

intellectual property matters, such items being the subject of

Section 3.19

SECTION 3.14.

Certain Transactions

. There are no Contracts between Seller, a

Seller Affiliate or any of their Affiliates, on the one hand, and any of the officers or

employees of the Business (other than for services as officers or employees), on the

other hand, including any Transferred Contract providing for the furnishing of services

to or by, providing for rental of real or personal property to or from, or otherwise

requiring payments to or from, any such person to the Business other than those that

will be terminated under

Section 5.07

SECTION 3.15.

Environmental Matters

(a)

For purposes of this Agreement:

“

Environmental Laws

” means any Applicable Law, treaty, judicial decision,

Judgment, Permit or governmental restriction or any agreement with any Governmental

Entity or other third party, whether now or hereafter in effect, relating to the

environment, human health and safety or to pollutants, contaminants, wastes or

chemicals or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous

substances, wastes or materials.

“

Hazardous Materials

” means any pollutants, contaminants, toxic or hazardous

or extremely hazardous substances, materials, wastes, constituents, compounds,

chemicals, natural or man-made elements or forces (including petroleum or any by-

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 35

products or fractions thereof, any form of natural gas, lead, asbestos and asbestos-

containing materials, building construction materials and debris, polychlorinated

biphenyls (“

PCBs

”) and PCB-containing equipment, radon and other radioactive

elements, ionizing radiation, electromagnetic field radiation and other non-ionizing

radiation, sonic forces and other natural forces, infectious, carcinogenic, mutagenic or

etiologic agents, pesticides, defoliants, explosives, flammables, corrosives and urea

formaldehyde foam insulation) that are regulated by, or may form the basis of liability

under, any Environmental Laws.

(b)

In connection with or relating to the Transferred Assets, except for

non-compliance that would not prevent or materially impair Purchaser from occupying

any Business Space or operating the Business therein and would not reasonably be

expected to materially and adversely affect the Business (taken as a whole), Seller and

the Seller Affiliates comply and have complied with all applicable Environmental Laws

with respect to the Business, including obtaining any Permits required pursuant to

Environmental Laws for the operation of the Business. Except for any violations or

alleged violations or Liability that would not prevent or materially impair Purchaser

from occupying any Business Space or operating the Business therein and would not

reasonably be expected to materially and adversely affect the Business (taken as a

whole), neither Seller nor any Seller Affiliate has received any written notice alleging

any violation of, or Liability under, of any applicable Environmental Laws with respect

to the Business, the Transferred Assets or as to the Business Space. To the knowledge of

Seller, except for matters that would not prevent or materially impair Purchaser from

occupying any Business

Space or operating the Business therein and would not reasonably be expected to

materially and adversely affect the Business (taken as a whole), there are no pending,

ongoing, or future Liabilities arising out of prior non-compliance with applicable

Environmental Laws related to the Business, the Transferred Assets, or the Business

Space. There has been no release or threatened release of Hazardous Materials in

violation of any applicable Environmental Law, in or under any Real Property, or other

violation of or non-compliance with any applicable Environmental Law with respect to

any Real Property or operation of the Business therein, that would prevent or materially

impair Purchaser from occupying any Business Space or operating the Business therein

or that would reasonably be expected to materially and adversely affect the Business

(taken as a whole).

(c)

There are no Proceedings pending or, to the knowledge of Seller,

threatened, involving the Business, the Transferred Assets or the Business Space at law

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 36

or in equity or before any Governmental Entity pursuant to which a party seeks

injunctive relief or specific performance from Seller or any Seller Affiliate involving any

alleged violation of, or material Liability under, Environmental Law involving the

Business, the Transferred Assets or the Business Space.

SECTION 3.16.

Suppliers

Section 3.16 of the Seller Disclosure Schedule

sets forth a true and

complete list of the 20 largest suppliers of the Business, on a consolidated basis

determined by dollar volume of expenditures, for the fiscal year ended January 31,

2015.

SECTION 3.17.

Privacy

. Seller has complied in all material respects with all

Applicable Laws addressing the privacy or security of protected health information, as

defined by HIPAA 45 C.F.R. § 164.501, that Seller uses or holds for use in the operation

of the Business (the “

Data

”). Seller has taken reasonable and customary measures

consistent with generally accepted industry practices to protect the privacy of the Data.

Seller has not suffered a privacy or security breach that would trigger notice obligations

under HIPAA with respect to the privacy of such Data that has involved 500 or more

individuals.

SECTION 3.18.

Healthcare Regulatory

(a)

Solely with regard to any pharmacy or medical clinic of the Business

for which Purchaser requests to transfer Seller’s NPI number and Medicare, Medicaid,

or other state or federal health care program provider numbers pursuant to

Section

5.06

, each such pharmacy and medical clinic of the Business and, to the knowledge of

Seller, the licensed professionals of Seller providing services for such pharmacy or

medical clinic of the Business, meet all the requirements for participation in and

payment under the Medicare, Medicaid and other state or federal health care programs

in which that pharmacy or medical clinic of the Business participates (collectively

“

Programs

”) and is a party to valid participation agreements for payment by such

Programs if that pharmacy or medical clinic of the Business bills a particular Program

for payment or is otherwise required to meet such requirements. Seller has not received

any notice indicating that the enrollment or participation of any such pharmacy or

medical clinic of the Business in a Program may be terminated or withdrawn nor, to

Seller’s knowledge, is there any reason to believe that such enrollment or participation

is likely to be terminated or

withdrawn. There is no Proceeding pending, received or, to the knowledge of Seller,

threatened against Seller or any Seller Affiliate, or seeking injunctive relief or specific

performance from Seller or a Seller Affiliate, relating to a violation of any Applicable

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 37

Law pertaining to the Programs. Each such pharmacy or medical clinic of the Business

has timely filed all claims or other reports required to be filed with respect to the

purchase of products or services by third-party payors (including Medicare and

Medicaid), and all such claims or reports are complete and accurate in all material

respects. Seller has no liability to any payor with respect thereto, except for liabilities

incurred in the ordinary course of business.

(b)

Seller and each Seller Affiliate is in compliance, and for the past two

years has complied, in all material respects with all Health Care Laws.

(c)

To the knowledge of Seller, no personnel of Seller or any Seller

Affiliate during such person’s employment with Seller or such Seller Affiliate has been

convicted of or charged with a Medicare, Medicaid or other Federal Health Care

Program (as defined in 42 U.S.C. § 1320a-7b(f)) related offense, or convicted of or

charged with or investigated for a violation of federal or state law relating to fraud,

theft, embezzlement, breach of fiduciary responsibility, financial misconduct,

obstruction of an investigation or controlled substances. To the knowledge of Seller, no

personnel of Seller or any Seller Affiliate during such person’s employment with Seller

or a Seller Affiliate has been excluded or suspended from participation in Medicare,

Medicaid or any other Federal Health Care Program, or has been debarred, suspended

or are otherwise ineligible to participate in federal programs. To the knowledge of

Seller, neither Seller nor any Seller Affiliate has contracted with any individual or entity

that is suspended, excluded or debarred from participation in, or otherwise ineligible to

participate in, a Federal Health Care Program.

(d)

Seller is not a party to any corporate integrity agreements,

monitoring agreements, consent decrees, settlement orders or similar agreements with

or imposed by any Governmental Entity with regard to the operation of the Business.

SECTION 3.19.

Intellectual Property

(a)

The Transferred Intellectual Property is owned solely and exclusively

by Seller or one of the Seller Affiliates, free and clear of any Lien. The Transferred

Intellectual Property, is subsisting and has not expired, been cancelled, or abandoned.

(b)

Neither the execution, delivery or performance by Seller of this

Agreement or the Ancillary Agreements, nor the consummation of any transactions

contemplated hereby or thereby, shall result in the loss or impairment of, or give rise to

any right of a third party to terminate, any rights of the Seller in or to any Transferred

Intellectual Property owned by any of them.

(c)

To the knowledge of Seller, the conduct of the Business, and Seller’s

and the Seller Affiliates’ use of the Transferred Assets, do not infringe, misappropriate

or otherwise violate the Intellectual Property rights of any Person. To the knowledge of

Seller, no Person is infringing, misappropriating or otherwise violating any Transferred

Intellectual Property.

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 38

(d)

There is no Proceeding pending or, to the knowledge of Seller,

threatened (i) by or against Seller or any of the Seller Affiliates concerning any of the

foregoing in

Section 3.19(c)

, nor has Seller or any of the Seller Affiliates received any

written notification that a license under any other Person’s Intellectual Property (other

than licenses that are Transferred Assets) is or may be required to operate the Business,

or (ii) in which the ownership, validity, registerability or enforceability of, or Seller’s or

any of the Seller Affiliates’ right to use, any Transferred Intellectual Property is

contested or challenged.

SECTION 3.20.

Brokers or Finders

. No agent, broker, investment banker or

other firm or person is or will be entitled to any broker’s or finder’s fee or any other

commission or similar fee from Seller or any Seller Affiliate in connection with any of

the transactions contemplated by this Agreement, except Goldman, Sachs & Co., whose

fees and expenses will be paid by Seller.

ARTICLE IV

Representations and Warranties of Purchaser

Except as set forth in the disclosure schedule (the “

Purchaser Disclosure

Schedule

”) delivered by Purchaser to Seller in connection with this Agreement on or

prior to the date hereof (it being agreed that any matter disclosed in the Purchaser

Disclosure Schedule with respect to any section of this Agreement shall not be disclosed

against any other section of this Agreement unless the relevance of such disclosure to

such other section is reasonably apparent on its face), Purchaser hereby represents and

warrants to Seller as follows:

SECTION 4.01.

Organization and Standing

. Purchaser is validly existing and

in good standing under the laws of the State of Rhode Island and has full corporate

power and authority and possesses all governmental franchises, licenses, permits,

authorizations and approvals necessary to enable it to perform its obligations under

this Agreement and each Ancillary Agreement and to consummate the Acquisition.

SECTION 4.02.

Authority; Execution and Delivery; Enforceability

. Purchaser

has full corporate power and authority to execute this Agreement and the Ancillary

Agreements to which it is, or is specified to be, a party and to consummate the

transactions contemplated by this Agreement and such Ancillary Agreements.

Purchaser has taken all corporate action required by its organizational documents to

authorize the execution and delivery of this Agreement and the Ancillary Agreements to

which it is, or is specified to be, a party and to authorize the consummation of the

transactions contemplated by this Agreement and such Ancillary Agreements.

Purchaser has duly executed and delivered this Agreement and on or prior to the

Closing will have duly executed and delivered each Ancillary Agreement to which it is,

or is specified to be, a party, and this Agreement constitutes, and each Ancillary

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 39

Agreement to which it is, or is specified to be, a party will after the Closing constitute, its

legal, valid and binding obligation, enforceable against it in accordance with the terms

of this Agreement or such Ancillary Agreement subject, as to enforcement, to applicable

bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’

rights generally and to general equitable principles.

SECTION 4.03.

No Conflicts or Violations; No Consents or Approvals

Required

. Subject to the receipt of the Consents and the making of the filings and

submissions referenced in the next sentence, the execution and delivery by Purchaser of

this Agreement do not, the execution and delivery by Purchaser of each Ancillary

Agreement to which it is, or is specified to be, a party will not and the consummation of

the transactions contemplated by this Agreement and such Ancillary Agreements, will

not conflict with, or result in any breach of or constitute a default under, any provision

of (a) the organizational documents of Purchaser or any of its Affiliates, (b) any Contract

to which Purchaser or any of its Affiliates is a party or by which any of their respective

properties or assets is bound or (c) any Judgment or Applicable Law applicable to

Purchaser or any of its Affiliates. No Consent of, or filing or submission with, any

Governmental Entity is required to be obtained or made by or with respect to Purchaser

or any of its Affiliates in connection with the execution, delivery and performance of this

Agreement or the consummation of the Acquisition, other than (i) compliance with and

filings under the HSR Act, (ii) the Consents, filings and submissions and expirations and

terminations of waiting periods as may be required under any other applicable

competition, merger control, antitrust or similar Applicable Law of any jurisdiction, (iii)

the Consents, filings, and submissions described in

Section 5.04

, (iv) compliance with

and filings under the Exchange Act, (v) those that may be required solely by reason of

Seller’s (as opposed to any third party’s) participation in the Acquisition and the other

transactions contemplated hereby and by the Ancillary Agreements, and (vi) those the

failure of which to obtain or make would not reasonably be expected to have a material

adverse effect on Seller’s ability to consummate the Acquisition and the other

transactions contemplated hereby and by the Ancillary Agreements.

SECTION 4.04.

Proceedings

. There are not any (a) outstanding Judgments

against Purchaser or any of its Affiliates, (b) Proceedings pending or, to the knowledge

of Purchaser, threatened against Purchaser or any of its Affiliates, or (c) investigations

by any Governmental Entity that are pending or, to the knowledge of Purchaser,

threatened against Purchaser or any of its Affiliates that, in any such case, would

reasonably be expected to have a material adverse effect on the ability of Purchaser to

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 40

consummate the transactions contemplated hereby (“

Purchaser Material Adverse

Effect

”).

SECTION 4.05.

Availability of Funds; Solvency.

(a)

Purchaser has or will have prior to the Closing cash available or

access to capital in an amount sufficient to enable it to consummate the Acquisition and

the other transactions contemplated by this Agreement.

(b)

As of the Closing and immediately after consummating the

Acquisition and the other transactions contemplated by this Agreement, assuming the

accuracy of the representations and warranties of Seller hereunder, Purchaser will not

(i) be insolvent (either because its financial condition is such that the sum of its debts is

greater than the fair value of its assets or because the present fair salable value of its

assets will be less than the amount required to pay its probable liability on its debts as

they become absolute and matured), (ii) have unreasonably small capital with which to

engage in its business, including the Business, or (iii) have incurred or plan to incur

debts beyond its ability to repay such debts as they become absolute and matured.

SECTION 4.06.

Brokers or Finders

. No agent, broker, investment banker or

other firm or person is or will be entitled to any broker’s or finder’s fee or any other

commission or similar fee from Purchaser or any of its Affiliates in connection with any

of the transactions contemplated by this Agreement, except Barclays Capital, Inc., whose

fees and expenses will be paid by Purchaser.

ARTICLE V

Covenants

SECTION 5.01.

Covenants Relating to Conduct of the Business

Except for matters (x) set forth in

Section 5.01 of the Seller Disclosure

Schedule

, (y) expressly agreed to in writing by Purchaser (which agreement may not be

unreasonably withheld, conditioned or delayed) or (z) otherwise contemplated by the

terms of this Agreement, from the date of this Agreement to the Closing, Seller will, and

will cause the Seller Affiliates to, (i) conduct the Business in the ordinary course of

business, (ii) use commercially reasonable efforts to maintain and preserve intact the

Business, (iii) use commercially reasonable efforts to preserve the rights and goodwill

of the Business and business relationships with customers, suppliers, distributors and

others with whom Seller and the Seller Affiliates deal in connection with the conduct of

the Business in the ordinary course of business, (iv) use commercially reasonable

efforts to comply in all material respects with any Transferred Contracts of the

Business, (v) comply in all material respects with all Applicable Laws, (vi) maintain the

validity of existing pharmacy, clinical and other federal, state or local Permits,

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 41

certifications and Medicare and Medicaid provider status, including any renewals or

extensions thereof, consistent with past practices, and (vii) provide notice to Purchaser

if Seller opens, closes, or relocates any store or other facility related to or containing the

Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that

relationships with Seller, the Seller Affiliates and certain of their respective Affiliates

providing services to the Business will terminate as of the Closing as contemplated in

Section 11.02

and that such termination will not constitute a breach of this Agreement.

Without limiting the generality of the foregoing, prior to the Closing, except as set forth

Section 5.01 of the Seller Disclosure Schedule

or with respect to matters as to

which Purchaser will have no Liabilities after the Closing, and except as expressly

contemplated by the terms of this Agreement or as required by Applicable Law, Seller

will not, and will not cause any of the Seller Affiliates to, do any of the following in

connection with the Business without the prior written consent of Purchaser (which

consent may not be unreasonably withheld, conditioned, or delayed):

(a)

adopt or amend in any material respect any Seller Benefit Plan in a

manner affecting any Business Employee or grant to any Business Employee or to the

Business Employees in the aggregate any material increase in compensation or benefits,

except (i) as required by Applicable Law, (ii) in the ordinary course of business or as

required under existing agreements or Seller Benefit Plans, (iii) as would relate to a

substantial number of similarly situated employees of Seller, the Seller Affiliates or their

respective Affiliates other than the Business Employees, or (iv) as described in

Section

3.11(e)(i) of the Seller Disclosure Schedule

;

provided

that the foregoing does not

restrict Seller or the Seller Affiliates from entering into or making available to newly

hired employees or to employees in the context of

promotions based on job performance or workplace requirements, in each case in the

ordinary course of business, plans, agreements, benefits and compensation

arrangements that have a value that is consistent with past practice; and

provided

further

that Seller will promptly notify Purchaser of any changes described under this

Section 5.01(a)

that affect the Business Employees;

(b)

incur or assume any Liabilities or Indebtedness for borrowed money

of the Business, other than in the ordinary course of business, that would be Assumed

Liabilities;

(c)

voluntarily subject any of the Transferred Assets to any Lien of any

nature whatsoever, other than Permitted Liens;

(d)

enter into a Contract to acquire any pharmacies or medical clinics

other than in connection with acquisitions of new retail stores;

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 42

(e)

terminate, waive, modify or fail to take reasonable action to prevent

termination, modification or expiration of, any existing Material Permits or Medicare

and Medicaid provider numbers;

(f)

materially change the amount of coverage, cancel or allow to lapse, or

fail to renew, any insurance covering Seller or any Seller Affiliate with respect to the

Business;

(g)

divest, sell, transfer, lease, license, abandon, allow to lapse, mortgage,

pledge or enter into a Contract or discussions with any other party to sell, remove or

otherwise dispose of any Transferred Asset, except (i) pursuant to existing Contracts or

commitments disclosed to Purchaser in writing prior to the date hereof, (ii) sales of

Inventory and obsolete or excess Equipment sold or disposed of in the ordinary course

of business, or (iii) in connection with a permitted store opening, closing or relocation;

(h)

waive any claim or compromise, settle or agree to settle any

Proceeding related to the Business, unless such settlement only involves payment of

money or remediation actions that do not create a material limitation, restriction, or

obligation on the Transferred Permits;

(i)

fail to make capital expenditures necessary to satisfy applicable

regulatory requirements with respect to the Business (which will not include any

requirement to build-out consultation rooms);

(j)

enter into any Contract outside the ordinary course of business, with

aggregate payments in excess of $1,000,000 per annum, that if held by Seller or any

Seller Affiliates as of immediately prior to the Closing would have constituted a

Transferred Contract;

(k)

enter into, modify, extend or cancel any third-party payor Contracts

with respect to the Business that if held by Seller or any Seller Affiliates as of

immediately prior to the Closing would have constituted a Transferred Contract,

provided

, that Seller and the Seller Affiliates may renew such third-party payor

Contracts without consent so long as any such renewed third-party payor Contract is

not binding upon Purchaser;

(l)

in any material respect, amend, waive, modify, supplement, extend,

terminate, fail to take reasonable action to renew, assign, encumber or otherwise

transfer, in whole or in part, its rights and interests in or under any Transferred

Contract or any Lease that would have an adverse impact on the Business in any

material respect;

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 43

(m)

adopted a plan or agreement of complete or partial liquidation,

dissolution, merger, consolidation, restructuring, recapitalization or other material

reorganization related to, involving or in respect of the Business; or

(n)

agree or commit, whether in writing or otherwise, to do any of the

foregoing.

SECTION 5.02.

Access to Information

(a) From the date hereof to the Closing Date, Seller will, and will cause the

Seller Affiliates to, (i) afford to Purchaser and its accountants, counsel, financial advisors

and other similar representatives reasonable access during normal business hours and

upon reasonable prior notice and at a time mutually agreed to by the Parties, to personnel,

legal counsel, financial and other advisors and accountants of Seller and the Seller Affiliates

engaged in the conduct of the Business or related to the Transferred Assets, and (ii) furnish

to Purchaser, its accountants, counsel, financial advisors and other similar representatives

such financial and operating data and other information relating to the Business and the

Transferred Assets as Purchaser may reasonably request, and (iii) instruct the employees,

counsel, auditors and financial and other advisors of Seller and the Seller Affiliates to

cooperate with Purchaser in connection with the foregoing; provided, however, that in each

case such access does not unreasonably disrupt the normal operations of Seller or any of

the Seller Affiliates or the Business. Nothing contained in this

Section 5.02

obligates Seller,

any of the Seller Affiliates or any of their respective Affiliates to (1) violate any Applicable

Law, (2) breach any duty of confidentiality owed to any person whether such duty arises

contractually, statutorily or otherwise (provided that Seller shall, and shall cause the Seller

Affiliates to, use commercially reasonable efforts to obtain any third party consents or

waivers that would permit the supply of such information) or (3) jeopardize the protection

of any attorney-client or attorney work product privilege or similar privilege.

(b) If applicable, from the date of this Agreement to the Closing Date, Seller

will, and will cause the Seller Affiliates to, permit Purchaser reasonable access to each

pharmacy or medical clinic of the Business after normal business hours and upon

reasonable prior notice (or at such other times as permitted by Seller), at a time mutually

agreed to by the Parties, in order to install wiring for communication devices and other

store systems (including computers, security cameras and other systems) in a location to be

mutually agreed to by the Parties and take other similar action at such pharmacy or medical

clinic, all at Purchaser’s cost and without causing damage to, or disruption to the normal

operations of, such pharmacy or medical clinic; provided that Purchaser shall not be

permitted to install any equipment in the pharmacies and medical clinics until immediately

following the Closing. Notwithstanding the foregoing, Purchaser shall be permitted to install

and test, in each case at times and in a manner mutually agreed to by the Parties, security

cameras in or around the pharmacies and medical clinics of the Business prior to the

Closing,

provided

however

, that the security cameras may not be fully operational (

i.e.

connected and fully functioning) until after the Closing. Purchaser agrees to repair any

damage which may be caused due to the exercise of its rights pursuant to this

Section

5.02(b)

and to

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 44

indemnify, defend and hold harmless the Seller Indemnitees from any and all Losses arising

out of or in any way connected with Purchaser’s exercise of its rights pursuant to this

Section 5.02(b)

. Seller’s obligation to provide the foregoing access shall be conditioned on

the requirement that Purchaser shall not unreasonably interfere with the Business or the

other operations of Seller or any Seller Affiliate.

SECTION 5.03.

Confidentiality

(a) Each of Purchaser and Seller acknowledges that the information

being furnished or made available to it in connection with the Acquisition and the other

transactions contemplated by this Agreement and the Ancillary Agreements is subject to

the terms of a Confidentiality Agreement, dated November 14, 2014, between Purchaser

and Seller (the “

Confidentiality Agreement

”), the terms of which are incorporated

herein by reference. Effective upon, and only upon, the Closing, the Confidentiality

Agreement will terminate with respect to information relating exclusively to the

Business (other than the Retained Liabilities and Excluded Assets). Each of Purchaser

and Seller acknowledges that any and all other information furnished or made available

to it by the other Party or its representatives concerning such other Party and its

Affiliates will remain subject to the terms and conditions of the Confidentiality

Agreement for a period of 2 years after the Closing.

(b)

For a period of 2 years following the Closing, Seller shall, and shall

cause its Affiliates and its Affiliates’ officers, directors, employees, accountants, counsel,

consultants, advisors and agents (collectively, “

Seller Agents

”) to, (i) maintain the

confidentiality of, (ii) not use, and (iii) not divulge to any person, any documents and

information concerning the Transferred Assets and the Assumed Liabilities and any

confidential, non-public or proprietary information of Seller and its Affiliates with

respect to the Business, except with the prior written consent of Purchaser, or as may

be required by Applicable Law; provided, that Seller and the Seller Agents shall not be

subject to such obligation of confidentiality for information that (x) otherwise becomes

lawfully available to Seller or the Seller Agents after the Closing Date on a

nonconfidential basis from a third party who is not under an obligation of

confidentiality to Purchaser or (y) is or becomes generally available to the public

without breach of this Agreement by any of Seller or the Seller Agents. If Seller or any

Seller Agent shall be required by Applicable Law to divulge any such information, Seller

or such Seller Agent shall provide Purchaser with prompt written notice of each request

so that Purchaser may seek an appropriate protective order or other appropriate

remedy, and Seller or such Seller Agent shall reasonably cooperate with Purchaser to

obtain a protective order or other remedy; provided, that, in the event that a protective

order or other remedy is not obtained, Seller or such Seller Agent shall furnish only that

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 45

portion of such information which, upon the advice of its counsel, Seller or such Seller

Agent is legally compelled to disclose and shall exercise commercially reasonable efforts

to obtain reliable assurance that confidential treatment will be accorded any such

information so disclosed. The obligation of Seller to hold any such documents and

information in confidence shall be satisfied if Seller shall, and shall cause Seller Agents

to, exercise the same care with respect to such documents and information as they

would take to preserve the confidentiality of Seller’s own similar information. For so

long as such information remains subject to the foregoing confidentiality obligations,

neither Seller nor any Affiliate of Seller shall use the same for any purpose other than

tax, accounting and regulatory and other compliance purposes and evaluating, enforcing

and performing Seller’s rights and obligations under this Agreement and

the Ancillary Agreements, including rights to indemnification, or otherwise in

connection with the transactions contemplated hereby and thereby.

(c)

Nothing in this

Section 5.03

limits the rights of Seller or any Seller

Affiliate to use (i) a copy of Pharmacy and Medical Records and Prescription Files that

Seller or such Seller Affiliate retains for regulatory, insurance, or defense of claims

purposes, or as permitted or required by Applicable Law, in accordance with

Section

5.05

, or (ii) other records that Seller retains as Excluded Assets.

SECTION 5.04.

Best Efforts

. On the terms and subject to the conditions of this

Agreement (including

Sections 5.04(b)

and

5.04(c)

), each of Seller and Purchaser will

use (and shall cause their respective Subsidiaries to use) its best efforts to (i) take, or

cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper

or advisable to cause the conditions to Closing to be satisfied as promptly as practicable

(and in any event no later than the Outside Date) and to consummate and make

effective, in the most expeditious manner practicable, the Acquisition, including

preparing and filing promptly and fully all documentation to effect all necessary filings,

notifications, notices, petitions, statements, registrations, submissions of information,

applications and other documents (including any required or recommended filings

under applicable Antitrust Laws), (ii) obtain as promptly as practicable (and in any

event no later than the Outside Date) all approvals, consents, clearances, expirations or

terminations of waiting periods, registrations, permits, authorizations and other

confirmations from any Governmental Entity or third party necessary, proper or

advisable to consummate the Acquisition, (iii) defend any lawsuits or other legal

proceedings, whether judicial or administrative, challenging this Agreement or the

consummation of the Acquisition (and in any event no later than the Outside Date), and

(iv) obtain as promptly as practicable all necessary consents, approvals or waivers from

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 46

third parties. For purposes of this Agreement, “

Antitrust Laws

” means the Sherman

Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade

Commission Act, as amended, and all other applicable Laws issued by a Governmental

Entity that are designed or intended to prohibit, restrict or regulate actions having the

purpose or effect of monopolization or restraint of trade or lessening of competition

through merger or acquisition. Each of Seller and Purchaser will not, and will not permit

any of their respective Subsidiaries or other Affiliates to, take any actions that would

reasonably be expected to result in any of the conditions set forth in

Article VII

either

being materially delayed or not being satisfied.

(b)

In furtherance and not in limitation of the foregoing, each of Seller

and Purchaser will (i) as promptly as practicable, but in no event later than 10 business

days after the date of the public announcement of this Agreement, unless agreed by

both Seller and Purchaser, file or cause to be filed with the United States Federal Trade

Commission (the “

FTC

”) and the Antitrust Division of the United States Department of

Justice (the “

DOJ

”) a Notification and Report Form pursuant to the HSR Act with respect

to the Acquisition and (ii) supply as promptly as practicable any additional information

and documentary material that may be requested by the FTC, the DOJ or any other

Governmental Entity pursuant to the HSR Act or any other Antitrust Law and use its

best efforts to take, or cause to be taken (including by their respective Subsidiaries), all

other actions consistent with this

Section 5.04

necessary to cause the expiration or

termination of the applicable waiting period under the HSR Act as soon as practicable

(and in any event no later than the Outside Date). Each of Seller and Purchaser will

furnish to the other

such necessary information and reasonable assistance as the other may request in

connection with its preparation of any filing or submission under the HSR Act or such

other Antitrust Law.

(c)

Except as otherwise expressly set forth in this

Section 5.04(c)

and

Section 5.04(c) of the Seller Disclosure Schedule

, Purchaser agrees to take, or cause

to be taken (including by its subsidiaries), any and all steps and to make, or cause to be

made, any and all undertakings necessary to resolve such objections, if any, that a

Governmental Entity may assert under any Antitrust Law with respect to the

Acquisition, and to avoid or eliminate each and every impediment under any Antitrust

Law that may be asserted by any Governmental Entity with respect to the Acquisition, in

each case, so as to enable the Closing to occur as promptly as practicable and in any

event no later than the Outside Date, including (i) proposing, negotiating, committing to

and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 47

or disposition of any businesses, assets, equity interests, product lines or properties of

Purchaser (or any of its subsidiaries), (ii) creating, terminating, or divesting

relationships, ventures, contractual rights or obligations of Purchaser or its subsidiaries

and (iii) otherwise taking or committing to take any action that would limit Purchaser’s

freedom of action with respect to, or its ability to retain or hold, directly or indirectly,

any businesses, assets, equity interests, product lines or properties of Purchaser or its

subsidiaries, in each case as may be required in order to obtain all approvals, consents,

clearances, expirations or terminations of waiting periods, registrations, permits,

authorizations and other confirmations required directly or indirectly under any

Antitrust Law or to avoid the commencement of any action to prohibit the Acquisition

under any Antitrust Law, or, in the alternative, to avoid the entry of, or to effect the

dissolution of, any injunction, temporary restraining order or other order in any action

or proceeding seeking to prohibit the Acquisition or delay the Closing beyond the

Outside Date. For the avoidance of doubt, except as set forth in

Section 5.04(c) of the

Seller Disclosure Schedule

, nothing in this Agreement shall require Seller to, and

Purchaser may not and may not agree to, divest, hold separate or otherwise take any

action that limits Purchaser’s, Seller’s or their respective subsidiaries’ freedom of action,

ownership or control with respect to, any of the businesses, assets, equity interests,

product lines or properties of Seller or any of its subsidiaries, including the Transferred

Assets.

(d)

In furtherance and not in limitation of the covenants of the Parties

contained in this

Section 5.04

, if any administrative or judicial action or proceeding,

including any proceeding by a private party, is instituted (or threatened to be

instituted) challenging the Acquisition or any transaction contemplated by this

Agreement or the Ancillary Agreements as violative of any Antitrust Law, each of

Purchaser and Seller shall use best efforts (up to the Outside Date) to contest and resist,

and Purchaser shall control, any such action or proceeding and to have vacated, lifted,

reversed or overturned any decree, judgment, injunction, or other order, whether

temporary, preliminary or permanent, that is in effect and that prohibits, prevents or

restricts consummation of the Acquisition.

(e)

Each of Seller and Purchaser, shall use (and shall cause their

respective Subsidiaries to use) its best efforts to (i) cooperate in all respects with each

other in connection with any filing or submission with a Governmental Entity in

connection with the Acquisition and in connection with any investigation or other

inquiry by or before a Governmental Entity relating to the Acquisition, including any

proceeding initiated by a private party, (ii) promptly inform the other Party of (and

supply to the other Party) any communication received by such Party from, or

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 48

given by such Party to, the FTC, the DOJ, or any other Governmental Entity and of any

material communication received or given in connection with any proceeding by a

private party, in each case in connection with the Acquisition, (iii) permit the other

Party to review in advance and incorporate the other Party’s reasonable comments in

any communication to be given by it to any Governmental Entity with respect to

obtaining any clearances required under any Antitrust Law in connection with the

Acquisition and (iv) consult with the other Party in advance of any meeting or

teleconference with any Governmental Entity or, in connection with any proceeding by

a private party, with any other Person, and, to the extent not prohibited by the

Governmental Entity or other Person, give the other Party the opportunity to attend and

participate in such meetings and teleconferences in connection with the Acquisition.

Except as set forth in

Section 5.04(c) of the Seller Disclosure Schedule

, Purchaser

shall have principal responsibility for devising and implementing the strategy for

obtaining any necessary approval, for responding to any request, inquiry, or

investigation, and for leading all meetings and communications with any Governmental

Entity that has authority to enforce Antitrust Laws. The Parties shall take reasonable

efforts to share information protected from disclosure under the attorney-client

privilege, work product doctrine, joint defense privilege or any other privilege pursuant

to this Section in a manner so as to preserve the applicable privilege.

(f)

(i) Purchaser will file applications for issuance of all pharmacy,

durable medical equipment seller, and other business Permits (including Drug

Enforcement Administration (“

DEA

”) registration numbers and other applicable DEA

forms, NCPDP/NPI numbers, and other similar registrations and numbers) for each

pharmacy and medical clinic included in the Business with the appropriate

Governmental Entities within the period required by Applicable Law, (ii) Seller will file

any notices required with respect to the applications in sub-section (i) above, and (iii)

Purchaser and Seller will use best efforts to accomplish and facilitate the issuance of any

such pharmacy, durable medical equipment seller, and other business Permits to

Purchaser. Purchaser will pay all costs associated with the application for issuance of

such pharmacy, durable medical equipment seller, and other business Permits.

SECTION 5.05.

Pharmacy and Medical Records; Prescriptions

(a) Purchaser will engage a firm reasonably acceptable to Seller (the “

Data

Converter

”) to convert the prescription records; medical records; customer records, lists, and

profiles; documents, instruments, papers, books, in-store computer files and records and all

other records of Seller or any Seller Affiliate in any media relating to patients, doctors,

pharmaceuticals, controlled substances, and prescriptions administered by or filled at the

pharmacies and medical clinics included in the Business or otherwise relating to the Business, in

each case, that may be transferred or assigned to Purchaser under Applicable Law (collectively,

the “

Pharmacy and Medical Records

”) to a format specified by Purchaser, with all costs and

expenses of the Data Converter to be borne by Purchaser. If requested by Seller, Purchaser will

cause the Data Converter to enter into a business associate agreement with Seller or Purchaser

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 49

in connection with the conversion of the Pharmacy and Medical Records under this

Section

5.05

. Seller will, or will cause Seller Affiliates to, provide such access, information, and

cooperation to the Data Converter as may be reasonably required to enable the Data Converter

to deliver the Pharmacy and Medical Records to Purchaser at least 30 days prior to the Closing

Date. The Data Converter may, in turn, provide Purchaser with access to the Pharmacy and

Medical Records. Seller may retain a copy of all Pharmacy and Medical Records as reasonably

necessary for

regulatory, insurance, defense of claims purposes, or as permitted or required by Applicable

Law.

(b) Prior to the Closing Date, Purchaser (i) may use the Pharmacy and Medical

Records solely for purposes of ensuring that Purchaser is ready and able to fill prescriptions and

provide medical services as of the Closing;

provided,

however

, that Purchaser may only use the

minimally necessary Pharmacy and Medical Records to accomplish such purpose, and (ii) may

not directly or through use of any subcontractor or agent, in whole or in part, aggregate or de-

identify the Pharmacy and Medical Records.

source for any prescription filled or medical service performed by Purchaser on or after the

Closing Date or Purchaser receives payment from any patient, third-party payor, or other source

for any prescription filled or medical service performed by Seller or a Seller Affiliate before the

Closing Date, the receiving Party will report to the other Party in reasonable detail within 60

days of receipt and will, simultaneously with or promptly after each report, pay to the other

Party the aggregate amount of the misdirected payments reflected in such report.

(d) Seller shall, and shall cause the Seller Affiliates to, use commercially

reasonable efforts to separate prior to the Closing all patient billing records, medical records,

manuals, files and Pharmacy and Medical Records owned by Seller or any of the Seller Affiliates

that are used or held for use exclusively in, or that arise exclusively out of, the operation or

conduct of the Business from documents or databases that are not used or held for use

exclusively in, or that do not arise exclusively out of, the operation or conduct of the Business.

SECTION 5.06.

Notification; Licenses; Provider Numbers; HIPAA

Compliance

(a)

Purchaser will notify Business patients, state boards of pharmacy,

the DEA, and all other applicable authorities of the sale, transfer, acquisition, and

possession of the Transferred Assets, including the Transferred Inventory, and the

Pharmacy and Medical Records;

provided,

however

, that prior to notifying Business

patients, Purchaser must obtain written approval from Seller of the notice content; and

provided further

that Seller shall, and shall cause the Seller Affiliates to, submit any of

such notifications that Seller or the Seller Affiliates are required to submit under

Applicable Law. Purchaser will be responsible for determining which change of

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 50

ownership requirements, new licensure requirements, and notice requirements are

necessary for Purchaser to obtain all licenses and other Permits desired by Purchaser in

connection with the Business and sale of the Transferred Assets. Upon request or

reasonable notice to Seller, Seller shall, and shall cause the Seller Affiliates to, cooperate

with Purchaser to effect the transfer of or in the application for, as and if Purchaser

requests, licenses and all pharmacy and other Permits desired by Purchaser in

connection with the Business or the sale of the Transferred Assets hereunder. Seller

shall, and shall cause the Seller Affiliates to, further cooperate with Purchaser, as and if

Purchaser requests, to effect a transfer to Purchaser of Seller’s and Seller Affiliates’ third

party provider numbers, which transfer may include Seller’s and Seller Affiliates’ NPI

and NCPDP numbers assigned to the pharmacies and medical clinics of the Business.

Seller expressly acknowledges and agrees that the determination of whether or not to

assume shall be at Purchaser’s sole discretion, and Purchaser may disclaim and decline

assumption of the Medicare provider numbers of Seller or the Seller Affiliates in

Purchaser’s

sole discretion. Additionally, except as otherwise expressly provided in a Power of

Attorney, Purchaser expressly disclaims and declines assumption of any of Seller’s or

any Seller Affiliate’s third party provider numbers or licenses that shall not be

otherwise transferred to Purchaser pursuant to this

Section 5.06(a)

and

Section

1.02(a)(v)

. Notwithstanding the foregoing, Purchaser shall not be deemed to have

assumed any and all obligations or Liabilities of Seller, Seller Affiliates or the

Transferred Assets with respect to all third party provider numbers and licenses arising

from or related to acts or omissions occurring on or prior to the Closing and said

obligations or Liabilities shall remain with Seller and Seller Affiliates. Notwithstanding

anything herein to the contrary, the terms and provisions of this

Section 5.06(a)

shall

survive the Closing.

(b)

In the event that any third party provider numbers issued by any

Governmental Entity necessary for the Purchaser’s ownership or operation of the

pharmacies and medical clinics of the Business (including any Transferred Permit

related to any DEA, any state board of pharmacy, and any state Medicaid license,

registration or enrollment) shall not have been issued or transferred to Purchaser as of

the Closing, or Purchaser has not obtained any licenses desired by Purchaser prior to

the Closing, in each case as contemplated by the preceding subsection (a), Seller shall,

and shall cause the Seller Affiliates to, allow Purchaser the right to use any such

provider numbers or licenses as Purchaser may require pursuant to a Power of

Attorney and any other instruments and agreements as are reasonably necessary to

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 51

allow Purchaser to utilize Seller’s and the Seller Affiliates’ provider numbers or licenses,

to the extent permitted under Applicable Law, in Purchaser’s ownership or operation of

the Business. Such Power of Attorney shall be delivered by Seller or the Seller Affiliates,

as applicable, on or before the Closing Date and shall be effective until the sooner of: (i)

the period permitted under Applicable Law, or (ii) in the case of the applicable provider

numbers, the transfer is completed or, at Purchaser’s election, Purchaser is issued new

provider numbers and, in the case of the applicable licenses, the transfer is completed

or, at Purchaser’s election, Purchaser obtains new licenses. Seller shall not, and shall

cause the Seller Affiliates not to, surrender, cancel or terminate any third party provider

numbers or licenses that are the subject of the Power of Attorney while the Power of

Attorney is in effect. Purchaser’s exercise of the right to use provider numbers and

licenses after the Closing as set forth in this paragraph does not limit the Assumed

Liabilities of Seller as set forth in

Section 1.04

. Purchaser will indemnify Seller or the

applicable Seller Affiliate for any and all Liabilities or Losses arising out of Purchaser’s

use of any third party provider number or license of Seller or that Seller Affiliate.

(c)

Each Party will make the Pharmacy and Medical Records available for

access to patients and disclosures to other authorized third parties to the extent

required by the Health Insurance Portability and Accessibility Act (

“HIPAA

”) and other

Applicable Laws. Purchaser will respond to any inquiries relating to patient rights

under HIPAA privacy standards after Closing;

provided

, that if Purchaser’s non-receipt

from Seller of any Pharmacy and Medical Records prevents Purchaser from providing a

complete response to such inquiries, then Seller will, upon written request from

Purchaser, cooperate with Purchaser in preparing a response.

SECTION 5.07.

Notices of Certain Events

From the date hereof until the Closing Date, each Party shall promptly

notify the other Party of:

(a)

any written notice or other written communication from any person

alleging that the consent of such person is or may be required in connection with the

transactions contemplated by this Agreement;

(b)

any written notice or other written communication from any

Governmental Entity in connection with the transactions contemplated by this

Agreement; and

(c)

any Event, change or fact of which it is aware that will or is

reasonably likely to result in any of the conditions set forth in Article VII becoming

incapable of being satisfied.

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 52

Purchaser’s receipt of information pursuant to this

Section 5.07

shall not operate as a

waiver or otherwise affect any representation, warranty or agreement given or made by

Seller in this Agreement and shall not be deemed to amend or supplement the Seller

Disclosure Schedules.

SECTION 5.08.

Termination of Related Party Arrangements

Except as set forth in

Section 5.08 of the Seller Disclosure Schedule

as contemplated in any Ancillary Agreement, all accounts, transactions and Contracts

related to the Business (other than those which constitute Retained Liabilities) between

Seller or any of the Seller Affiliates, on the one hand, and any Related Person thereof, on

the other hand, shall be terminated and cancelled without any consideration or further

Liability to the Business or Purchaser and without the need for any further

documentation, immediately prior to or at the Closing Date.

SECTION 5.09.

Further Assurance

. Following the Closing, if Seller or any

Seller Affiliate becomes aware of, or Purchaser brings to the attention of Seller the

existence of any Transferred Assets that were not properly transferred to Purchaser at

Closing, then such Transferred Assets shall be transferred to Purchaser (or to one or

more Affiliates of Purchaser designated by Purchaser) as soon as reasonably practicable

thereafter for no additional consideration. This provision, however, shall not limit, in

any way, the rights and remedies of Purchaser under this Agreement or any Ancillary

Agreements. Following the Closing, each of the Parties shall, and shall cause their

respective Affiliates to, execute and deliver such additional documents, instruments,

conveyances and assurances and take such further actions as may be reasonably

required or desirable to carry out the provisions of this Agreement and the Ancillary

Agreements and give effect to the transactions contemplated by this Agreement and the

Ancillary Agreements.

ARTICLE VI

Employment Matters

SECTION 6.01.

Continuation of Employment; Credited Service

(a)

For purposes of this Agreement, the term “

Business Employee

”

refers to each employee of Seller or any of the Seller Affiliates who, as of the Closing

Date, is employed primarily in connection with the Business;

provided

, that “

Business

Employee

” does not include any Corporate level employee.

Section 6.01(a)(i) of the

Seller Disclosure Schedule

sets forth a list of the pharmacy and clinic job titles of the

Business Employees. Within 2 days from

the date of this Agreement, Seller will provide to Purchaser a list of Business Employees,

in a form mutually agreeable by Purchaser and Seller and including the information set

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 53

forth on

Section 6.01(a)(ii) of the Seller Disclosure Schedule

(an “

Employee

Census

”). Seller will deliver to Purchaser an updated Employee Census at least once

every 30 days after the delivery of the initial Employee Census and at such times as

reasonably requested by Purchaser with 3 days notice, which shall not be more

frequent than weekly, (each, an “

Interim Employee Census

”) and a final Employee

Census one day after the Closing Date (the “

Closing Employee Census

”). The Closing

Employee Census shall only include Business Employees employed as of the Closing

Date. No later than 3 business days prior to the anticipated Closing Date, Purchaser will

offer employment to all Business Employees listed on the most recent Interim Employee

Census, except those on long-term disability (“

LTD Business Employees

”) or an

unauthorized leave of absence,

provided

that (1) Seller has provided to Purchaser the

Employee Census and each Interim Employee Census, as required under this

Section

6.01(a)

, (2) any offer of employment to a Business Employee who is hired after the date

of the last Interim Employee Census may be made within 72 hours of Purchaser

receiving the Closing Employee Census; and (3) such offers of employment to any

Business Employee on an approved leave of absence will be made contingent on such

Business Employee’s return to work within 150 days following the date such Business

Employee’s leave began (the “

Leave Commencement Date

”). Nothing herein shall

preclude the Purchaser from making an offer of employment to an LTD Business

Employee who is able to present documentation from a medical provider to the

Purchaser showing that such LTD Business Employee is able to perform the essential

functions of the job such LTD Business Employee held with Seller on the date of the

Agreement, with or without a reasonable accommodation, so long as such LTD Business

Employee does so within six months after the Closing Date.

(b)

Seller and Seller Affiliates shall reconcile the Closing Employee

Census within 5 business days after the Closing Date and promptly notify Purchaser of

any additional Business Employees who were actively at work in the one week period

prior to the Closing Date, but were not identified on any Employee Census due to an

error or omission. Purchaser shall use its commercially reasonable best efforts to

extend offers of employment to such Business Employees as described herein (subject

to the conditions described in

Section 6.01(c)

) within 72 hours of receiving written

notice from Seller. Purchaser shall have a reasonable period of time to conduct

Purchaser’s customary pre-employment screenings. Employees who do not satisfy the

conditions of the offer or do not accept the offer shall not become Transferred

Employees for purposes of this Agreement. Purchasers shall have no liability with

respect to such Business Employees and shall have no obligation to reimburse Seller for

any wages or benefits costs associated with these Business Employees.

(c)

Each offer of employment pursuant to

Section 6.01(a)

and (b) will

(A) provide that employment with Purchaser shall become effective as of 12:01 a.m. on

the Closing Date or, for those Business Employees on an approved leave of absence at

the time the offer is made, as of 12:01 a.m. on the date such Business Employee returns

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 54

to work within 150 days following the Leave Commencement Date; (B) be for a position

that is comparable to the type of position held by the applicable Business Employee

immediately prior to the Closing Date, at a geographic location that is within 10 miles of

such Business Employee’s place of work immediately prior to the Closing Date; (C)

contain terms regarding base salary or wages that are no less favorable than the base

salary or wages applicable to the Business Employee immediately

prior to the Closing Date; and (D) otherwise comply in all respects with Applicable Laws

and Purchaser’s covenants set forth in this

Article VI

. Notwithstanding anything to the

contrary, each offer of employment shall be on an employment “at-will” basis and such

employment shall be conditional upon such Business Employee’s satisfactory passage of

Purchaser’s customary pre-employment background, criminal, immigration and other

checks, meeting applicable Board of Pharmacy requirements (including fingerprinting)

and upon such Business Employee’s satisfactory completion of a drug screening

procedure (collectively, the “

Employment Screenings

”). Each Business Employee who

accepts Purchaser’s offer of employment and satisfies the conditions of the Purchaser’s

offer of employment, as of the first date he or she is either (i) actively at work on or

after the Closing Date or (ii) returns from an approved leave of absence after the Closing

Date and within 150 days of the Leave Commencement Date (as applicable in each case,

the “

Transfer Time

”), is referred to herein as a “

Transferred Employee

.” Effective as

of the Transfer Time, each Transferred Employee will cease to be an employee of Seller

and will cease to participate in any Seller Benefit Plan. The offer of employment to any

Business Employee who does not, upon conclusion of any applicable appeals (which

shall be resolved within 10 days after such Business Employee’s receipt of a pre-

adverse action letter (the “

Final Appeal Date

”)), pass all required Employment

Screenings shall be promptly withdrawn and such Business Employee shall not be

treated as a Transferred Employee for purposes of this Agreement. Notwithstanding the

foregoing, Purchaser shall reimburse Seller, under the terms set forth in the Transition

Services Agreement, for any salary or wages earned by, and the allocable cost of the

employer portion of the premium for benefits provided to, such Business Employee for

the period from the Closing Date through the Final Appeal Date. Nothing herein will be

construed as a representation, warranty, covenant or guarantee by Seller or any Seller

Affiliate that some or all of the Business Employees will accept the offer of employment

from Purchaser. Notwithstanding anything to the contrary and regardless of any other

provision in this Agreement, Purchaser shall not be obligated to continue to employ any

Transferred Employee for any specific period of time following the Closing Date, subject

to Applicable Law.

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 55

(d)

From and after the Transfer Time, Purchaser will give each

Transferred Employee full credit for such Transferred Employee’s service with Seller,

the Seller Affiliates and any of their respective predecessor employers (to the same

extent such service was recognized by Seller and the Seller Affiliates immediately prior

to the Transfer Time, except to the extent such credit would result in duplication of

benefits), for eligibility to participate and vesting purposes in any employee benefit

plans or arrangements maintained by Purchaser and its Affiliates and for levels of any

vacation, paid time off, or severance plan or arrangement maintained by Purchaser and

its Affiliates.

SECTION 6.02.

Continuation of Benefits

. For the one-year period immediately

following the Closing Date, Purchaser will, or will cause its Affiliates to, provide each

Transferred Employee with (a) salary or a base wage rate, as applicable, that in each

case is no less favorable to such Transferred Employee than that in effect immediately

prior to the Transfer Time, (b) annual cash bonus opportunity no less favorable to such

Transferred Employee than those annual cash bonus opportunities applicable to similar

situated employees of Purchaser and its Affiliates, it being understood that such

opportunity for the then current annual performance period shall be prorated for the

remainder of the performance period between the Transfer Time and the end of the

then current annual performance period, (c) beginning for the 2016 performance year,

equity and equity-based compensation plans and arrangements that are

substantially comparable to those applicable to similarly situated employees of

Purchaser and its Affiliates, and (d) employee benefit plans and arrangements (other

than salary, annual cash bonus opportunities and equity and equity-based

compensation plans and arrangements) that are at least substantially comparable in the

aggregate to either those applicable to the Transferred Employees in effect immediately

prior to the Transfer Time or those applicable to similarly situated employees of

Purchaser and its Affiliates when applying the same eligibility criteria that apply in the

normal course to Purchaser employees. To fulfill the obligations set forth in this

Section

6.02(d)

in respect to group medical, dental, and vision coverage, if considered

reasonably necessary by Purchaser to effectuate an orderly transition of participation

from Seller’s to Purchaser’s group medical, dental, and vision plans, Purchaser may

provide such benefits to a Transferred Employee, by covering the portion of the cost of

continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of

1985, as amended (“

COBRA

”) in respect of Seller’s group medical, dental and vision

plans in an amount equal to the difference between (i) the COBRA premium applicable

to such Transferred Employee and (ii) the amount of the Transferred Employee’s

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 56

employee premium as in effect immediately prior to the Transfer Time. If Purchaser

chooses to provide group medical, dental and vision coverage in this manner, (A)

payment of such premiums by Purchaser would continue only during the period

between the Transfer Time and the last date on which the Transferred Employee had

the opportunity to enroll in Purchaser’s group medical, dental and vision plans, which

date shall be no later than June 1, 2016; (B) Purchaser will pay the full amount of such

premiums to Seller under the terms of the Transition Services Agreement and shall

collect from each impacted Transferred Employee the employee portion of the

premium, and (C) premiums will be based on the COBRA premiums established in the

normal course by Seller under its applicable group health plans for the period at issue.

SECTION 6.03.

Severance

. Notwithstanding anything to the contrary in this

Agreement, Purchaser agrees to provide each Transferred Employee whose employment is

terminated (other than for cause) by Purchaser or its Affiliates during the one-year period

immediately following the Closing Date with severance benefits that are no less favorable

than the greater of (a) the severance benefits provided by the Seller severance plan

applicable to such Transferred Employee immediately prior to the Closing Date (or, if no

such severance plan is in effect at the time, the severance benefits typically provided to

other similarly situated employees of Seller or the applicable Seller Affiliate), in either case,

as set forth in

Section 6.03 of the Seller Disclosure Schedules

and (b) the severance

benefits such Transferred Employee would be entitled to receive under the plan, program,

policy, agreement or arrangement of Purchaser or its Affiliates applicable to similarly

situated employees immediately prior to such termination, in each case taking into account

such Transferred Employee’s length of service with Seller or the applicable Seller Affiliate

as provided in

Section 6.01(d)

. Seller and Purchaser intend that the Transferred

Employees will have continuous and uninterrupted employment immediately before and

immediately after the Closing. Purchaser will assume all Liabilities in respect of claims

made by any Business Employees arising solely out of, relating to or in respect of

(a) Purchaser’s failure to offer employment to any Business Employee in accordance with

this Agreement or (b) any Transferred Employee’s termination of employment after the

Transfer Time. In accordance with

Section 6.08

Purchaser shall not have any obligations

for any Liabilities in respect of Business Employees (i) who do not accept or (ii) except for

the limited reimbursement set forth in

Section 6.01(c)

, do not satisfy the conditions of,

Purchaser’s offer of employment made in accordance with this Agreement.

SECTION 6.04.

Tax-Qualified Savings/401(k) Plan

(a)

No later than the Closing Date, Purchaser will have in effect one or

more defined contribution plans that each include a qualified cash or deferred

arrangement within the meaning of Section 401(k) of the Code (collectively,

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 57

“

Purchaser’s 401(k) Plan

”) in which Transferred Employees shall be eligible to

participate on the same terms and conditions as similarly situated employees of the

Purchaser participate, taking into account such Transferred Employee’s length of

service with Seller or the applicable Seller Affiliate as provided in

Section 6.01(d)

. Each

Transferred Employee participating in the Target Corporation 401(k) Plan (“

Seller’s

401(k) Plan

”) as of the Transfer Time will become eligible to participate in Purchaser’s

401(k) Plan as soon as administratively possible following the Transfer Time.

(b)

Purchaser agrees to cause Purchaser’s 401(k) Plan to allow each

Transferred Employee to make a “direct rollover” to Purchaser’s 401(k) Plan of the

account balances of such Transferred Employee (including promissory notes evidencing

any outstanding loans) under Seller’s 401(k) Plan if (i) such direct rollover is elected in

accordance with Applicable Law by such Transferred Employee and (ii) such rollover is

allowable under Applicable Law after any amendment required to implement this

provision, as reasonably determined by the plan sponsor.

SECTION 6.05.

Certain Welfare Benefits Matters

(a) With respect to any employee benefit plan of Purchaser that provides

group welfare benefits, including life insurance, health care, dental care, accidental death

and dismemberment insurance, disability and other group welfare benefits in which

Transferred Employees are eligible to participate (“

Purchaser Welfare Plans

”), Purchaser

will (i) waive all limitations as to preexisting conditions, exclusions and waiting periods

with respect to participation and coverage requirements applicable to the Transferred

Employees and their eligible dependents under the Purchaser Welfare Plans to the extent

waived or satisfied under the applicable corresponding Seller Benefit Plan immediately

prior to the Transfer Time and (ii) provide each Transferred Employee and his or her

eligible dependents with credit for any co-payments and deductibles paid prior to the

Transfer Time for the plan year in which the Transfer Time occurs for purposes of satisfying

any applicable deductible or out-of-pocket requirements under any Purchaser Welfare

Plans in which such Transferred Employee participates after the Transfer Time.

(b) Seller and the applicable Seller Affiliates will be responsible in

accordance with their respective welfare plans in effect prior to the Transfer Time for all

claims incurred under such plans (i) prior to the Transfer Time by Transferred Employees

and their eligible dependents and (ii) prior to, on or after the Transfer Time for any

Business Employee who does not become a Transferred Employee. Purchaser will be

responsible in accordance with the applicable Purchaser Welfare Plans for all claims

incurred on or after the Transfer Time by Transferred Employees and their eligible

dependents. For purposes of this

Section 6.05(b)

, a claim is deemed to have been incurred

on (i) the date of death or dismemberment in the case of claims under life insurance and

accidental death and dismemberment policies or (ii) the date on which the charge or

expense giving rise to such claim is incurred (without regard to the date of inception of the

related illness or injury or the date of the submission of the claim related thereto) in the

case of all other claims.

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 58

which are incurred prior to the Transfer Time by Transferred Employees that are payable

under the terms and conditions of the workers’ compensation programs of Seller and the

Seller Affiliates. Purchaser is responsible for all claims for workers’ compensation benefits

that are first incurred from and after the Transfer Time by Transferred Employees that are

payable under the terms and conditions of the workers’ compensation programs of

Purchaser and its Affiliates. In respect of any claims for worker’s compensation benefits for

which is considered incurred both prior to and after the Transfer Time, Seller and

Purchaser will apportion Liability relating to such workers’ compensation claims in

accordance with Applicable Law. For purposes of this

Section 6.05(c)

, a claim for workers’

compensation benefits is deemed to be incurred when the event giving rise to the claim

occurs.

SECTION 6.06.

Bonus/Incentive Plan

. Seller will make a prorated annual cash

bonus/incentive payment to each Transferred Employee who is eligible for such

bonus/incentive payment as of the Closing and remains employed through the Closing,

in the amount (if any) of which will equal the product of the applicable Transferred

Employee’s annual bonus/incentive amount (as described in the next sentence)

multiplied by a fraction, the numerator of which is the number of days in the calendar

year in which the Closing Date occurs that elapse prior to the Closing Date, and the

denominator of which is 365. Seller may determine the annual bonus/incentive amount

using any good faith methodology (which need not be the same for each Transferred

Employee but shall be the same for groups of similarly situated employees), including

by basing such amount upon target bonus or upon actual performance. Such prorated

bonuses/incentives will be paid by Seller no later than the date on which Seller pays

annual bonuses to other similarly situated employees of Seller and its Affiliates.

SECTION 6.07.

Accrued Vacation and Paid Time Off

. Seller or the applicable

Seller Affiliate will pay each Transferred Employee any vacation pay and any other paid

time off pay that has been accrued or earned but not yet taken through the Transfer

Time as required under the applicable Seller Benefit Plan policies and Applicable Law

with such payment occurring in a timely fashion and not later than the date such

payment is required by Applicable Law.

SECTION 6.08.

Liabilities

. Except as otherwise specifically provided in this

Article VI

, effective as of the Closing, (a) Seller and the Seller Affiliates will retain all

Liabilities relating to employment and employee benefits that are incurred or arise

prior to the Closing Date and, in the case of amounts set forth on

Section 3.11(e)(i) of

the Seller Disclosure Schedules

that arise on the Closing Date, in each case, that relate

to the Business Employees (or any dependent or beneficiary of any Business Employee)

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 59

and (b) Purchaser will not assume any such Liabilities. Except as otherwise specifically

provided in this

Article VI

, effective as of the Closing, (i) Purchaser will assume all

Liabilities that are incurred or arise on or after the Closing Date and that relate to any

Transferred Employee (or any dependent or beneficiary of any Transferred Employee)

other than those amounts set forth on

Section 3.11(e)(i) of the Seller Disclosure

Schedules

and (ii) Seller and the Seller Affiliates will not retain any such Liabilities.

SECTION 6.09.

WARN Act

. Purchaser agrees to provide any required notice

under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the

“

WARN Act

”), and any similar state or local law, and to otherwise comply with any such

law with respect to any “plant closing” or “mass layoff” (as defined in the WARN Act) or

group termination or similar

event affecting Business Employees (including as a result of the consummation of the

transactions contemplated by this Agreement) and occurring on or after the Closing

Date. Purchaser will not, and will cause its Affiliates not to, take any action on or after

the Closing Date that would cause any termination of employment of any employees by

Seller or the Seller Affiliates that occurs before the Closing Date to constitute a “plant

closing” or “mass layoff” or group termination under the WARN Act or any similar state

or local law, or that would create any Liability (including any penalty) to Seller or the

Seller Affiliates for any employment terminations under Applicable Law. Seller will

notify Purchaser prior to the Closing of any layoffs of any Business Employees in the 90-

day period prior to the Closing.

SECTION 6.10.

Administration; Employee Communications

. Following the

date of this Agreement, Seller and Purchaser will reasonably cooperate in all matters

reasonably necessary to effect the transactions contemplated by this

Article VI

including exchanging information and data relating to workers’ compensation, ACA

compliance and reporting obligations, employee benefits and employee benefit plan

coverages, and in obtaining any governmental approvals required hereunder.

(a)

From the date of this Agreement to the Closing, Purchaser will

consult with Seller and Seller will consult with Purchaser before distributing any

communications to Business Employees relating to post-Closing employee benefits,

post-Closing terms of employment, or (as to communications by Purchaser only) other

matters relating to the transactions contemplated by this Agreement. Nothing in this

Section 6.10

would limit Seller’s right to communicate with Business Employees as

Seller employees generally or as participants in a Seller Benefit Plan.

(b)

Following the Transfer Time, Seller will cease any direct

communication with a Transferred Employee except to the extent such communication

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 60

is required or permitted under this Agreement, the Seller Benefit Plans, the Pharmacy

Operating Agreement, the Clinic Operating Agreement or the Transition Services

Agreement.

SECTION 6.11.

Employment Tax Reporting Responsibility

. Purchaser and

Seller shall follow the alternative procedure for employment tax reporting as provided

in Section 5 of Rev. Proc. 2004-53, I.R.B. 2004-34. Accordingly, Seller will have no

employment tax reporting responsibilities, and Purchaser will have full employment tax

reporting responsibilities, for Transferred Employees as of 12:01 a.m. on the Closing

Date. Seller shall provide all employment tax information at a time and in a format as

shall be reasonably requested by the Purchaser.

SECTION 6.12.

Immigration

. Seller shall provide to Purchaser, not less than 30

days prior to the anticipated Closing Date, all immigration documentation for all

Business Employees sponsored by Seller for any immigration related benefits.

SECTION 6.13. No Third-Party Beneficiaries

. Notwithstanding any other

provision herein to the contrary and without limiting the generality of

Section 12.02

no provision of this

Article VI

will (a) be construed to establish, amend or modify any

benefit or compensation plan, program, policy, agreement or arrangement, (b) limit the

ability of Purchaser or any of its Affiliates to amend, modify or terminate any benefit or

compensation plan, program, policy, agreement or arrangement at any time assumed,

established, sponsored or maintained by any of

them or (c) create any third-party beneficiary rights or obligations in any person

(including for the avoidance of doubt any Business Employee) other than the Parties or

any right to employment or continued employment or to a particular term or condition

of employment with Purchaser or any of its Affiliates.

ARTICLE VII

Conditions to Closing

SECTION 7.01.

Conditions to Each Party’s Obligation

. The obligations of each

Party to consummate the transactions contemplated hereby are subject to the

satisfaction (or waiver by Purchaser and Seller) on or prior to the Closing Date of the

following conditions:

(a)

Governmental Approvals.

(i) The waiting period applicable to the

Acquisition under the HSR Act will have expired or been terminated, and (ii) all other

material Consents of, or filings or submissions with, or expirations or terminations of

waiting periods imposed by, any Governmental Entity legally required for the

consummation of the Acquisition and listed on

Section 7.01(a) of the Seller

Disclosure Schedules

will have been obtained or made or will have occurred.

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 61

(b)

No Injunctions or Restraints.

No Applicable Law, Judgment or

ruling (“

Restraint

”) enacted, entered, promulgated, amended, enforced or issued by

any Governmental Entity shall be in effect restraining, enjoining, preventing or

prohibiting the consummation of the Acquisition.

SECTION 7.02.

Conditions to Obligation of Purchaser

. The obligations of

Purchaser to consummate the transactions contemplated hereby are subject to the

satisfaction (or waiver by Purchaser) on or prior to the Closing Date of the following

conditions:

(a)

Representations and Warranties.

The representations and

warranties of Seller contained in

Section 3.01

(Organization and Standing),

Section

3.02

(Authority; Execution and Delivery; Enforceability), and the first sentence of

Section 3.05

(Transferred Assets Other than Intellectual Property) will be true and

correct, except for

de minimis

inaccuracies, on and as of the date hereof and on and as of

the Closing Date as though made on and as of the Closing Date. The representations and

warranties of Seller contained in this Agreement (other than

Section 3.01

(Organization and Standing),

Section 3.02

(Authority; Execution and Delivery;

Enforceability), and the first sentence of

Section 3.05

(Transferred Assets Other than

Intellectual Property)) will be true and correct (without regard to any qualifications as

to material, materiality, material respects, or Material Adverse Effect (or any correlative

term) contained in such representations and warranties) on and as of the date hereof

and on and as of the Closing Date as though made on and as of such date, except to the

extent such representations and warranties expressly relate to a specific date (in which

case such representations and warranties will be true and correct on and as of such

specific date), in each case except for breaches as to matters that would not reasonably

be expected, in the aggregate, to have a Business Material Adverse Effect.

(b)

Performance of Obligations of Seller.

Seller will have duly

performed or complied in all material respects with all agreements, conditions,

obligations and covenants required by this Agreement to be performed or complied

with by Seller at or prior to the Closing.

(c)

Ancillary Agreements.

Seller shall have duly executed and delivered

or caused to be duly executed and delivered to Purchaser each of the items set forth in

Section 2.02(a)

and any other Ancillary Agreements contemplated hereby.

(d)

Material Adverse Effect

. The representations and warranties of

Seller contained in

Section 3.12(b)

will be true and correct on and as of the date hereof

and on and as of the Closing Date (as though made on and as of the Closing Date and as

though the representations and warranties contained in

Section 3.12(b)

applied to the

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 62

period from the date of the Most Recent Unaudited Financial Information to the Closing

Date).

SECTION 7.03.

Conditions to Obligation of Seller

. The obligations of Seller to,

or to cause the Seller Affiliates to, consummate the transactions contemplated hereby

are subject to the satisfaction (or waiver by Seller) on or prior to the Closing Date of the

following conditions:

(a)

Representations and Warranties.

The representations and

warranties of Purchaser contained in

Sections 4.01

(Organization and Standing) and

4.02

(Authority; Execution and Delivery; Enforceability) will be true and correct, except

for

de minimis

inaccuracies, on and as of the date hereof and on and as of the Closing

Date as though made on and as of the Closing Date. The representations and warranties

of Purchaser in this Agreement (other than

Sections 4.01

(Organization and Standing)

and

4.02

(Authority; Execution and Delivery; Enforceability)) will be true and correct

(without regard to any qualifications as to material, materiality, material respects, or

Material Adverse Effect (or any correlative term) contained in such representations and

warranties) on and as of the date hereof and on and as of the Closing Date as though

made on and as of such date, except to the extent such representations and warranties

expressly relate to a specific date (in which case such representations and warranties

will be true and correct on and as of such specific date), in each case except for breaches

as to matters that would not reasonably be expected, in the aggregate, to have a

material adverse effect on the ability of Purchaser to consummate the Acquisition or

otherwise comply with the terms of this Agreement.

(b)

Performance of Obligations of Purchaser.

Purchaser will duly

have performed or complied in all material respects with all agreements, conditions,

obligations and covenants required by this Agreement to be performed or complied

with by Purchaser at or prior to the Closing.

(c)

Ancillary Agreements.

Purchaser shall have duly executed and

delivered to Seller each of the Ancillary Agreements set forth in

Section 2.02(b)

which it is a party.

SECTION 7.04.

Frustration of Closing Conditions

. Neither Purchaser nor

Seller may rely on the failure of any condition set forth in this

Article VII

to be satisfied

if such failure was caused by such Party’s failure to act in good faith or to use its best

efforts to cause the Closing to occur, as required by

Section 5.04

ARTICLE VIII

Termination; Effect of Termination

SECTION 8.01.

Termination

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 63

(a)

Notwithstanding anything to the contrary in this Agreement, this

Agreement may be terminated and the Acquisition and the other transactions

contemplated by this Agreement may be abandoned at any time prior to the Closing:

(i)

by mutual written consent of Seller and Purchaser;

(ii)

by Seller, if any of the conditions set forth in

Section 7.03

become incapable of fulfillment by the Outside Date and have not been waived by Seller;

(iii)

by Purchaser, if any of the conditions set forth in

Section

7.02

become incapable of fulfillment by the Outside Date and have not been waived by

Purchaser;

(iv)

by Seller or Purchaser, if the Closing does not occur on or

prior to March 15, 2016 (the “

Outside Date

”);

provided

however

, that if as of such

date all the conditions set forth in

Sections 7.02

and

7.03

have been satisfied or

waived, or would be capable of satisfaction at the Closing, then either the Purchaser or

Seller may extend the Outside Date to September 15, 2016; and

provided

further

, that

the right to terminate this Agreement under this

Section 8.01(a)(iv)

shall not be

available to the Party seeking to terminate if any action of such Party or the failure of

such Party to perform any of its obligations under this Agreement required to be

performed at or prior to the Closing has been the cause of, or resulted in, the failure of

the Closing to occur on or before the Outside Date and such action or failure to perform

constitutes a breach of this Agreement; or

(v)

by Seller or Purchaser (x) if there shall be any Applicable Law

that would make the consummation of the transactions contemplated hereby illegal or

otherwise prohibited or (y) any other Restraint having the effect set forth in

Section

7.01(b)

shall be in effect and shall have become final and nonappealable, such that the

conditions set forth in

Section 7.01

have become incapable of fulfillment by the Outside

Date; provided, however, that the right to terminate this Agreement under this

Section

8.01(a)(v)

shall not be available to a Party if such Restraint was due to the failure of

such Party to perform any of its obligations under this Agreement.

(b)

In the event of termination by Seller or Purchaser pursuant to this

Section 8.01

, written notice thereof will forthwith be given to the other Party and the

transactions contemplated by this Agreement will be abandoned, without further action

by any Party. If the transactions contemplated by this Agreement are abandoned as

provided herein:

(i)

Each of Purchaser and Seller will, and will cause each of its

directors, officers, employees, agents, representatives and advisors to, destroy all

documents and other material received from the other Party or such other Party’s

representatives relating to the transactions contemplated hereby, whether so obtained

before or after the execution hereof

in accordance with and subject to the terms of the

Confidentiality Agreement; and

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 64

(ii)

all confidential information received by each of Purchaser and

Seller, its directors, officers, employees, agents, representatives or advisors with respect

to the businesses of the other Party and such other Party’s Affiliates (including with

respect to the Business) will be treated in accordance with the Confidentiality

Agreement, which will remain in full force and effect notwithstanding the termination of

this Agreement in accordance therewith.

SECTION 8.02.

Effect of Termination

If this Agreement is terminated and the

transactions contemplated hereby are abandoned as permitted by

Section 8.01

, then the

following will occur:

(a) This Agreement will become null and void and of no further force and

effect, except for the provisions of (a)

Section 5.03

relating to the obligation of Purchaser to

keep confidential certain information and data obtained by it from Seller or Seller’s

representatives, (b)

Section 8.01

and this

Section 8.02

(and any other provision herein

related to the payment of the Reverse Termination Fee), (c)

Section 11.01

relating to

publicity, and (d)

Article XII

relating to miscellaneous matters, including responsibility for

certain expenses (including finder’s fees and broker’s fees). Nothing in

Section 8.01

or this

Section 8.02

will be deemed to release any Party from any Liability for fraud or any breach

by such Party of the terms, conditions and other provisions of this Agreement or to impair

the right of any Party to compel specific performance by the other Party of its obligations

under this Agreement.

(b) Purchaser shall return to Seller, or, if Seller gives written permission,

destroy, all of the Pharmacy and Medical Records in whatever form or medium and retain

no copies of such Pharmacy and Medical Records. Purchaser shall complete such return or

destruction as promptly as possible, but in no event later than 15 days from the date of the

termination of this Agreement. Promptly after the date that Purchaser returns or destroys

all Pharmacy and Medical Records, Purchaser shall provide written confirmation to Seller

that the return or destruction of the Pharmacy and Medical Records has been completed

and that neither Purchaser nor any subcontractor or agent of Purchaser retains any

Pharmacy and Medical Records in any form.

Indemnitees from and against any and all Losses suffered or incurred by such Seller

Indemnitee arising out of or related to the use, disclosure, access, maintenance,

transmission, or handling of the Pharmacy and Medical Records by the Data Converter,

Purchaser, or any of their subcontractors or agents, whether before or after this Agreement

is terminated, including all Liabilities arising under HIPAA, state data breach notification

laws, state social security number protection laws, and all federal and state consumer

protection laws, and all other Applicable Laws concerning the privacy or security of

personal information.

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 65

(d) Notwithstanding any provision in this Agreement to the contrary, if this

Agreement is terminated by Purchaser or Seller pursuant to either

Section 8.01(a)(iv)

Section 8.01(a)(v)

(in the case of

Section 8.01(a)(v)

to the extent arising in connection

with any Antitrust Law) and, at the time of either such termination, all of the conditions to

closing set forth in

Sections 7.01

and

7.02

have been satisfied or waived in writing (or, if

the Closing were to have taken place on the date of termination, such conditions would have

been satisfied), other than the conditions set forth in

Section 7.01(a)

Section 7.01(b)

(if

the Applicable Law, Judgment or ruling relates to any Antitrust Law), then Purchaser shall

pay to the Seller an

amount in cash equal to $150,000,000 (the “

Reverse Termination Fee

”) within two (2)

business days of such termination.

ARTICLE IX

Indemnification

SECTION 9.01.

Indemnification by Seller

. Subject to the limitations set forth

Section 9.04

rom and after the Closing, Seller will indemnify, defend and hold

harmless Purchaser and each of its Affiliates and each of their respective officers,

directors, employees, agents and representatives (the “

Purchaser Indemnitees

”) from

and against any

and all claims, losses, damages, liabilities, obligations or expenses,

including losses resulting from the defense, settlement or compromise of a claim or

demand or assessment, reasonable attorneys’, accountants’ and expert witnesses’ fees,

costs and expenses of investigation (collectively, “

Losses

”) suffered or incurred by such

Purchaser Indemnitee (without duplication for any Loss for which indemnification may

be provided under more than one provision of this

Section 9.01

) to the extent arising

out of or resulting from any of the following:

(a)

any breach of any representation or warranty of Seller contained in

this Agreement;

(b)

any breach of any covenant of Seller contained in this Agreement (for

the avoidance of doubt, including the provisions set forth in

Article XI

); or

(c)

any Retained Liability.

SECTION 9.02.

Indemnification by Purchaser

. Subject to the limitations set

forth in

Section 9.04,

from and after the Closing, Purchaser will indemnify, defend and

hold harmless Seller and each of its Affiliates and each of their respective officers,

directors, employees, agents and representatives (the “

Seller Indemnitees

”) from and

against any and all Losses suffered or incurred by such Seller Indemnitee (without

duplication for any Loss for which indemnification may be provided under more than

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 66

one provision of this

Section 9.02

) to the extent arising out of or resulting from any of

the following:

(a)

any breach of any representation or warranty of Purchaser contained

in this Agreement;

(b)

any breach of any covenant of Purchaser contained in this Agreement

(for the avoidance of doubt, including the provisions set forth in

Article XI

); or

(c)

any Assumed Liability.

SECTION 9.03.

Indemnification Procedures

(a)

Procedures Relating to Indemnification of Third Party Claims. If any

party (the “

Indemnified Party

”) receives written notice of the commencement of any

Proceeding or the assertion of any claim by a third party or the imposition of any

penalty or assessment for which indemnity may be sought under

Section 9.01

9.02

(a “

Third Party Claim

”), and such

Indemnified Party intends to seek indemnity pursuant to this

Article IX

, the

Indemnified Party will promptly provide the other party (the “

Indemnifying Party

”)

with written notice of such Third Party Claim, stating the nature, basis and the amount

thereof, to the extent known, along with copies of the relevant notices and documents

(including court papers, if applicable) evidencing such Third Party Claim and the basis

for indemnification sought and otherwise in reasonable detail. The Indemnifying Party

will have the right to assume the defense of the Indemnified Party against the Third

Party Claim with counsel of its choice. So long as the Indemnifying Party has assumed

the defense of the Third Party Claim in accordance herewith, (i) the Indemnifying Party

will not be liable to the Indemnified Party for any legal expenses subsequently incurred

by the Indemnified Party in connection with the defense thereof (unless (1) the

Indemnifying Party fails to defend diligently the action or proceeding within 10 days

after receiving notice of such failure from the Indemnified Party, or (2) the Indemnified

Party reasonably shall have concluded (upon advice of its counsel) that, with respect to

such claims, the Indemnified Party may have legal defenses available to it that are not

available to the Indemnifying Party or that a conflict of interest exists between the

Indemnifying Party and the Indemnified Party), (ii) the Indemnified Party may retain

separate co-counsel at its sole cost and expense and participate in the defense of the

Third Party Claim, it being understood that the Indemnifying Party will control such

defense, (iii) the Indemnifying Party will not (A) admit to any wrongdoing or

(B) consent to the entry of any judgment or enter into any settlement with respect to

the Third Party Claim to the extent such judgment or settlement includes any statement

as to or an admission of fact, culpability or a failure to act, by or on behalf of the

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 67

Indemnified Party, provides for equitable relief or may materially and adversely affect

the Indemnified Party, in each case, without the prior written consent of the

Indemnified Party (such written consent not to be unreasonably withheld or delayed)

and (iv) all the Indemnified Parties will cooperate in the defense or prosecution thereof,

including the retention and (upon the Indemnifying Party’s request) the furnishing to

the Indemnifying Party of records and information that are reasonably relevant to such

Third Party Claim, and making employees available on a mutually convenient basis to

provide additional information and explanation of any material furnished hereunder. If

the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified

Party will not unreasonably withhold consent to any judgment or agree to any

settlement, compromise or discharge with respect to a Third Party Claim that the

Indemnifying Party may recommend and that by its terms obligates the Indemnifying

Party to pay the full amount of the liability in connection with such Third Party Claim,

which releases the Indemnified Party completely in connection with such Third Party

Claim. Whether or not the Indemnifying Party assumes the defense of a Third Party

Claim, the Indemnified Party will not file any papers, admit any liability or consent to

the entry of any judgment or enter into any settlement with respect to, or otherwise

compromise or discharge, such Third Party Claim without the prior written consent of

the Indemnifying Party (such consent not to be unreasonably withheld or delayed). The

parties will use commercially reasonable efforts to minimize Losses from Third Party

Claims and will act in good faith in responding to, defending against, settling or

otherwise dealing with such claims. The parties will also cooperate in any such defense

and give each other reasonable access to all information relevant thereto.

(b)

Procedures for Non-Third Party Claims.

The Indemnified Party

will promptly provide the Indemnifying Party with written notice of its discovery of any

matter giving rise to a claim of indemnity pursuant to this

Article IX

that does not

involve a Third Party Claim being asserted against or sought to be collected from the

Indemnified Party, with such

written notice stating the nature, basis and the amount thereof, to the extent known,

along with copies of the relevant notices and documents (including court papers, if

applicable), evidencing such matter and the basis for indemnification sought and

otherwise in reasonable detail. The failure to make timely delivery of such written

notice by the Indemnified Party to the Indemnifying Party shall not relieve the

Indemnifying Party from any liability under this

Section 9.03

with respect to such

matter, except to the extent the Indemnifying Party is actually materially prejudiced by

failure to give such notice. The Indemnified Party will reasonably cooperate and assist

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 68

the Indemnifying Party in determining the validity of any claim for indemnity by the

Indemnified Party and in otherwise resolving such matters. Such assistance and

cooperation will include providing reasonable access to and copies of information,

records and documents relating to such matters, furnishing employees to assist in the

investigation, defense and resolution of such matters and providing legal and business

assistance with respect to such matters.

SECTION 9.04.

Limitations on Indemnification

(a)

Except as set forth in

Section 9.04(b)

below, the representations and

warranties of the Parties in this Agreement, and the covenants and agreements of the

Parties in this Agreement that do not expressly survive the Closing, shall survive the

Closing Date for a period of 18 months following the Closing Date.

(b)

The applicable statute of limitations shall be the survival period for

any matter relating to (i) agreements and covenants that expressly survive Closing

(except where such agreements or covenants are expressly limited to a specified period

of time, in which case the specified period will be the survival period); (ii) fraud or

willful or intentional misrepresentation of a material fact in connection with this

Agreement or the Ancillary Agreements and the transactions contemplated hereby or

thereby; or (iii) any alleged or actual violation of the representations and warranties

made in any of the following sections of this Agreement:

Section 3.01

– “Organization

and Standing”;

Section 3.02

- “Authority; Execution and Delivery; Enforceability”; the

first sentence of

Section 3.05

– “Transferred Assets Other than Intellectual Property”;

Section 3.09

– “Taxes”;

Section 3.20

– “Brokers or Finders”;

Section 4.01

–

“Organization and Standing”;

Section 4.02

– “Authority; Execution and Delivery;

Enforceability”; or

Section 4.06

– “Brokers or Finders” (the items set forth in

Section

11.01(b)(iii)

are collectively referred to as the “

Fundamental Representations

”).

(c)

Notwithstanding the foregoing provisions of this

Article IX

(i)

neither Seller nor Purchaser will be liable, pursuant to

Section 9.01(a)

and

(b)

9.02(a)

and

(b)

, for any Losses suffered by any Purchaser

Indemnitee or Seller Indemnitee, as applicable, arising out of a breach of any

representation, warranty or covenant of Seller or Purchaser, as applicable, herein unless

a claim therefor is asserted in writing prior to the expiration of the survival period

described in clauses (a) and (b) above, failing which such claim will be waived and

extinguished;

(ii)

subject to subclause (v) below, neither Seller nor Purchaser

will be liable, pursuant to

Sections 9.01(a)

and

(b)

9.02(a)

and

(b)

, as applicable,

for any Losses suffered by any Purchaser Indemnitee or Seller Indemnitee, as

applicable, unless the aggregate

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 69

of all Losses suffered by the Purchaser Indemnitees or Seller Indemnitees, as applicable,

exceeds on a cumulative basis, an amount equal to 2% of the Purchase Price and then

Seller or Purchaser, as applicable, will only be liable to the extent of any such excess

(with respect to each of Seller and Purchaser, the “

Indemnity Threshold

”);

(iii)

subject to subclause (v) below, the aggregate liability of each

of Seller and Purchaser hereunder, pursuant to

Section 9.01(a)

and

(b)

9.02(a)

and

(b)

, as applicable, for Losses suffered by the Purchaser Indemnitees or Seller

Indemnitees, as applicable, with respect a breach of any representation or warranty

shall not exceed 7.5% of the Purchase Price (with respect to each of Seller and

Purchaser, the “

Indemnity Cap

”);

(iv)

in no event will Seller be obligated to indemnify the

Purchaser Indemnitees or any other person with respect to any matter to the extent

that such matter was taken into account in the calculation of the Final Purchase Price

pursuant to

Section 2.04(c)

; and

(v)

neither the Indemnity Threshold nor the Indemnity Cap shall

apply to any claims arising from a breach of the Fundamental Representations.

(d)

Purchaser acknowledges and agrees that (i) other than the

representations and warranties of Seller specifically contained in

Article III

of this

Agreement, none of Seller, any of the Seller Affiliates or any other person has made any

representation or warranty either expressed or implied (A) with respect to the

Business, the Transferred Assets, the Assumed Liabilities or the transactions

contemplated hereby or by the Ancillary Agreements or (B) as to the accuracy or

completeness of any information regarding the Business, the Transferred Assets, the

Assumed Liabilities or the transactions contemplated hereby or by the Ancillary

Agreements furnished or made available to Purchaser and its representatives,

(ii) Purchaser has not relied on any representation or warranty from Seller, any of the

Seller Affiliates or any other person in determining to enter into this Agreement, except

as expressly set forth in

Article III

of this Agreement and (iii) no Purchaser Indemnitee

will have any claim or right to indemnification pursuant to this

Article IX

and none of

Seller, any of the Seller Affiliates or any other person will have or be subject to any

Liability to any Purchaser Indemnitee or any other person with respect to any

information, documents or materials furnished by Seller, any of the Seller Affiliates or

any of their respective officers, directors, employees, agents or advisors to Purchaser,

including any information, documents or materials made available to Purchaser and its

representatives in certain “data rooms,” management presentations or any other form

in expectation of the transactions contemplated hereby or by the Ancillary Agreements

(it being understood that this clause (iii) does not supersede or otherwise affect the

representations and warranties of Seller specifically contained in

Article III

of this

Agreement).

(e)

Purchaser further acknowledges and agrees that, should the Closing

occur, the sole and exclusive remedy of the Purchaser Indemnitees with respect to any

and all claims relating to this Agreement, the Ancillary Agreements, the Business, the

Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Retained

Liabilities or the transactions contemplated hereby or by the Ancillary Agreements

(other than (i) a claim for payment due pursuant to

Section 2.04(c)

or (ii) claims of, or

causes of action arising from, fraud or willful misconduct) will be pursuant to the

indemnification provisions set forth in this

Article IX

. In

furtherance of the foregoing, except pursuant to the indemnification provisions set forth

in this

Article IX,

Purchaser hereby waives, from and after the Closing, any and all

rights, claims and causes of action (other than (i) a claim for payment due pursuant to

Section 2.04(c)

or (ii) claims of, or causes of action arising from, fraud or willful

misconduct) Purchaser or any other Purchaser Indemnitee may have against Seller or

any of the Seller Affiliates or any of their respective directors, officers, employees,

agents or advisors arising under or based upon this Agreement, any Ancillary

Agreement or any certificate delivered in connection herewith, any Applicable Law or

otherwise.

SECTION 9.05.

Calculation of Indemnity Payments

. The amount of any Loss

for which indemnification is provided under this

Article IX

will be net of any amounts

actually realized and paid to the Indemnified Party (but deducting the present value of

future insurance premium increases and all costs and expenses incurred by the

Indemnified Party to recover such amounts) under insurance policies with respect to

such Loss.

SECTION 9.06.

Tax Treatment of Indemnification

. For all Tax purposes,

Purchaser and Seller shall treat (and shall cause each of their respective Affiliates to

treat) any indemnity payment under this Agreement as an adjustment to the Final

Purchase Price unless a final determination by the U.S. Internal Revenue Service (the

“

IRS

”) (which determination will include the execution of an IRS Form 870-AD or

successor form) or the applicable Taxing Authority provides otherwise.

ARTICLE X

Tax Matters

SECTION 10.01.

Allocation of Certain Taxes

. The Party that has the primary

obligation to do so under Applicable Law will file any Tax Return that is required to be

filed in respect of Taxes described in this

Section 10.01

, and such Party will pay the

Taxes shown on such Tax Return. If any portion of such Taxes paid by Purchaser (or any

refund of Taxes received by Purchaser) is allocable to the Pre-Closing Tax Period, or any

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 71

portion of such Taxes paid by Seller (or any refund of Taxes received by Seller) is

allocable to the Post-Closing Tax Period, Purchaser or Seller (as applicable) will pay to

the other Party such proportionate amount promptly after the payment of such Taxes

(or the receipt of any such refund).

SECTION 10.02. Tax Matters.

(a)

At least seven days prior to the Closing Date, in consultation with

Seller, Purchaser will provide Seller with an estimate of the allocation of the total

consideration (including Assumed Liabilities) among the Transferred Assets on a

separate basis for each of Seller and each of the Seller Affiliates in accordance with

Section 1060 of the Code, the Treasury Regulations promulgated thereunder and any

similar provision of state, local or foreign law, as applicable. If Seller does not agree with

such estimate, Seller and Purchaser will use good faith efforts to agree on an estimate

prior to the Closing Date. If the Parties agree on an estimate prior to the Closing Date,

the Parties will use such estimate for allocating the total consideration pursuant to this

Agreement at the Closing. If the Parties cannot agree on an estimate prior to the

Closing Date, the Parties will use an estimate provided by Seller for allocating the total

consideration pursuant to this Agreement at the Closing.

(b)

Without regard to the estimate determined pursuant to

Section 10.02(a)

, within 90 days after the determination of the Final Purchase Price,

Purchaser will provide Seller a proposed allocation (the “

Allocation

”) prepared on a

separate basis and for each of Seller and each of the Seller Affiliates, and in accordance

with Section 1060 of the Code, the Treasury Regulations promulgated thereunder and

any similar provision of state, local or foreign law, as applicable, of the total

consideration (including Assumed Liabilities) among the Transferred Assets. The

Allocation will become final and binding 30 days after Purchaser provides the Allocation

to Seller, unless Seller objects in good faith that the Allocation is unreasonable. In that

case, the Parties will attempt in good faith to agree upon the Allocation. If the Parties

cannot agree on the Allocation, each Party will use its own allocation, as each such Party

deems appropriate.

(c)

Any adjustments to the Final Purchase Price will be allocated in

accordance with the agreement reached as set forth in

Section 10.02(a)

(d)

Seller (and its Affiliates) and Purchaser (and its Affiliates) shall file

all Tax Returns consistent with the final versions of the allocations and forms described

in this

Section 10.02

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 72

SECTION 10.03.

Transfer Taxes

. Seller and Purchaser will cooperate in timely

making all filings, returns, reports and forms as may be required in connection with

Purchaser’s payment of Transfer Taxes. Seller and Purchaser, as appropriate, will

execute and deliver, and Seller will cause each of the Seller Affiliates, as appropriate, to

execute and deliver, all instruments and certificates reasonably necessary to enable the

other Party to comply with any filing requirements relating to any such Transfer Taxes.

(a)

Purchaser and Seller will split equally any Transfer Taxes related to

Real Property, if any (Seller’s portion of which shall be

“Seller’s Allocable Portion”

Transfer Taxes related to Real Property). Purchaser will pay any Transfer Taxes other

than Seller’s Allocable Portion of Transfer Taxes related to Real Property. Any Transfer

Taxes due on the Closing Date will be paid on the Closing Date;

provided

however

that the Parties will use, and will cause each of their respective Affiliates to use,

reasonable efforts to avail itself of any available exemptions from any such Transfer

Taxes, and to cooperate with the other Party in providing any information and

documentation that may be necessary to obtain such exemption. Seller or a Seller

Affiliate will timely file all necessary tax returns with respect to the Transfer Taxes,

provided

that Purchaser will file any tax returns with respect to the Transfer Taxes that

Purchaser is required to file under Applicable Law. Each Party will afford the other

Party a reasonable opportunity to review and comment upon tax information required

to be included in such tax returns prior to filing and will incorporate any reasonable

good faith comments of the other Party into such tax returns.

(b)

Purchaser and Seller shall provide each other with such information

and assistance as is reasonably necessary, including access to records and personnel, for

the

preparation of any Tax Returns or for the defense of any Tax claim or assessment,

whether in connection with an audit or otherwise.

ARTICLE XI

Additional Agreements

SECTION 11.01.

Publicity

. No public release or announcement concerning the

transactions contemplated hereby or by any Ancillary Agreement will be issued by any

Party without the prior consent of the other Party, except as such release or

announcement may be required by Applicable Law or the rules or regulations of any

United States or foreign securities exchange, in which case the Party required to make

the release or announcement will allow the other Party reasonable time to comment on

such release or announcement in advance of such issuance; provided, however, that

each of the Parties may make internal announcements to their respective employees

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 73

that are consistent with the Parties’ prior public disclosures regarding the transactions

contemplated hereby or by any Ancillary Agreement.

SECTION 11.02.

Support Services

. Purchaser acknowledges that as of the

Closing, neither Seller nor any of the Seller Affiliates will have any obligation to provide

any support or other services to Purchaser relating to the Business other than those

services expressly required to be provided pursuant to the Pharmacy Operating

Agreement, the Clinic Operating Agreement and the Transition Services Agreement,

which agreements will be entered into by Seller and Purchaser as of the Closing.

SECTION 11.03.

Post-Closing Information

. Following the Closing, upon

reasonable written notice to Purchaser, Purchaser will afford or cause to be afforded to

Seller and the Seller Affiliates and their employees, counsel, auditors and

representatives reasonable access during normal business hours and upon reasonable

prior notice (at Seller’s own cost) to the personnel, properties, books, Contracts,

commitments and records relating to the Business for any reasonable and legitimate

business purpose, including in respect of litigation, insurance matters, financial

reporting and accounting of Seller and the Seller Affiliates;

provided

however

, that

such access does not unreasonably disrupt the normal operations of Purchaser or any of

its Affiliates or the Business. Nothing contained in this

Section 11.03

obligates

Purchaser or any of its Affiliates to (i) violate any Applicable Law, (ii) breach any duty of

confidentiality owed to any person whether such duty arises contractually, statutorily

or otherwise or (iii) jeopardize the protection of any attorney-client or attorney work

product privilege. Seller shall assume all liabilities arising out of or related to the use,

disclosure, access, maintenance, transmission, or handling of any information disclosed

to Seller or any of the Seller Affiliates pursuant to this

Section 11.03

SECTION 11.04.

Books and Records

. Purchaser will retain the books and

records of the Business existing as of the Closing for no less than six years after the

Closing or, if longer, in accordance with Purchaser’s record retention policies;

provided

, that Medicare and Medicaid records will be maintained for no less than 10

years plus the relevant plan year. Subject to

Section 5.05(d)

, Purchaser recognizes that

certain books and records may contain information relating to subsidiaries, divisions or

businesses of Seller and the Seller Affiliates other than the Business and agrees that

Seller and the Seller Affiliates may retain copies thereof.

SECTION 11.05.

Bulk Transfer Laws

. Purchaser hereby waives compliance by

Seller and the Seller Affiliates with the provisions of any so-called “bulk transfer laws”

of any jurisdiction that may otherwise be applicable with respect to the sale of any or all

of the Transferred Assets to Purchaser in connection with the Acquisition and Seller

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 74

shall indemnify the Purchaser Indemnitees from and against any Losses with respect to

the failure to comply therewith.

SECTION 11.06.

Refunds and Remittances

. After the Closing, if Seller or any

of the Seller Affiliates receives any refund or other amount which is a Transferred Asset

or is otherwise properly due and owing to Purchaser in accordance with the terms of

this Agreement, Seller promptly will remit, or cause to be remitted, such amount to

Purchaser at the address set forth in

Section 12.04

. After the Closing, if Purchaser or

any of its Affiliates receives any refund or other amount which is an Excluded Asset or is

otherwise properly due and owing to Seller or any of the Seller Affiliates in accordance

with the terms of this Agreement, Purchaser promptly will remit, or cause to be

remitted, such amount to Seller at the address set forth in

Section 12.04

. After the

Closing, if Purchaser or any of its Affiliates receives any refund or other amount which is

related to claims (including workers’ compensation), litigation, insurance or other

matters for which Seller is responsible hereunder, and which amount is not a

Transferred Asset, or is otherwise properly due and owing to Seller in accordance with

the terms of this Agreement, Purchaser promptly will remit, or cause to be remitted,

such amount to Seller at the address set forth in

Section 12.04

. After the Closing, if

Seller or any of the Seller Affiliates receives any refund or other amount which is related

to claims (including workers’ compensation), litigation, insurance or other matters for

which Purchaser is responsible hereunder, and which amount is not an Excluded Asset,

or is otherwise properly due and owing to Purchaser in accordance with the terms of

this Agreement, Seller promptly will remit, or cause to be remitted, such amount to

Purchaser at the address set forth in

Section 12.04

ARTICLE XII

Miscellaneous

SECTION 12.01.

Assignment

. Neither this Agreement nor any of the rights and

obligations of the Parties hereunder may be assigned or transferred by any of the

Parties (including by operation of law in connection with a merger or consolidation of

Purchaser, Seller or any Seller Affiliate) without the prior written consent of the other

Party hereto (such consent not to be unreasonably withheld, delayed or conditioned),

except that (a) Purchaser may assign any rights and obligations hereunder to any of its

Affiliates, any entity to which it or any of its Affiliates provides management services in

connection with the operation of a retail healthcare clinic, or any purchaser of

substantially all of the assets of Purchaser, including the Transferred

Assets without the prior written consent of Seller and (b) Seller may assign any rights

and obligations hereunder to any of its Affiliates without the prior written consent of

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 75

Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser will remain

liable for all of their respective obligations under this Agreement. Subject to the first

sentence of this

Section 12.01

, this Agreement will be binding upon and inure to the

benefit of the Parties and their respective successors and permitted assigns. Any

attempted assignment or transfer in violation of this

Section 12.01

will be void.

SECTION 12.02.

No Third-Party Beneficiaries

. Except as provided in

Article

, this Agreement is for the sole benefit of the Parties and their respective successors

and permitted assigns and nothing herein expressed or implied gives or will be

construed to give to any person, other than the Parties and such successors and assigns,

any legal or equitable rights, benefits or remedy of any nature whatsoever under or by

reason of this Agreement.

SECTION 12.03.

Expenses

. Whether or not the transactions contemplated by

this Agreement are consummated, except as otherwise expressly provided herein, each

of the Parties is responsible for the payment of its own respective costs and expenses

incurred in connection with the negotiations leading up to and the performance of its

respective obligations pursuant to this Agreement and the Ancillary Agreements,

including the fees of any attorneys, accountants, brokers or advisors employed or

retained by or on behalf of such Party. Purchaser will pay all costs associated with the

application for issuance of Permits (as described in

Section 5.04

) and for the transfer of

Transferred Permits.

SECTION 12.04.

Notices

. All notices, requests, permissions, waivers and other

communications hereunder must be in writing and will be deemed to have been given

only (a) three business days following sending by registered or certified mail, postage

prepaid, (b) when sent, if sent by electronic email transmission (including via .pdf files),

provided that confirmation of the email transmission is received from the recipient

(that is not automatically generated), (c) when delivered, if delivered personally to the

intended recipient, or (d) one business day following sending by overnight delivery via

a national courier service (receipt requested) and, in each case, addressed to a Party at

the following address for such Party:

(i) if to Seller,

Target Corporation

1000 Nicollet Mall

Minneapolis, MN 55403

Attention: John Mulligan

with a copy (which will not constitute notice) to:

Target Corporation

1000 Nicollet Mall

Minneapolis, MN 55403

Attention: Timothy R. Baer

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 76

with a further copy (which will not constitute notice) to:

Faegre Baker Daniels LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, MN 55402

Attention: Michael A. Stanchfield

Kate Sherburne

(ii) if to Purchaser,

CVS Pharmacy, Inc.

One CVS Drive

Woonsocket, Rhode Island 02895

Attention: General Counsel

with a copy (which will not constitute notice) to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

Attention: Steven Scheinfeld

Steven Steinman

or to such other address, facsimile or email as is furnished in writing by any such Party

to the other Party in accordance with the provisions of this

Section 12.04

SECTION 12.05.

Headings; Certain Definitions; Interpretation; Separate

Counsel

(a)

The descriptive headings of the Articles and Sections of this

Agreement, the Exhibits and Table of Contents to this Agreement, the Seller Disclosure

Schedule and the Purchaser Disclosure Schedule are inserted for convenience only, do

not constitute a part of this Agreement and do not affect in any way the meaning or

interpretation of this Agreement. Unless context otherwise requires, all references

herein to “

Articles

”, “

Sections

” “

Disclosure Schedules

” or “

Exhibits

” are deemed to be

references to Articles or Sections hereof or Disclosure Schedules or Exhibits hereto

unless otherwise indicated. The Disclosure Schedules and Exhibits referred to herein

shall be construed with, and as an integral part of, this Agreement to the same extent as

if they were set forth verbatim herein.

(b)

For all purposes hereof:

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 77

“

Accounts Receivable

” means (a) all trade accounts receivable and other rights

to payment from customers of Seller or any Seller Affiliate with respect to the Business

and (b) any claim, remedy or other right related to the foregoing.

“

Affiliate

” of any party means any person or entity controlling, controlled by or

under common control with such party. For this purpose, “

control

” means the

possession, direct or indirect, of the power to direct or cause the direction of the

management and policies of a person, whether through the ownership of voting

securities, by Contract, or otherwise.

“

business day

” means a day, other than a Saturday or a Sunday, on which

commercial banks are not required or authorized to close in Minneapolis, Minnesota.

“

Business Material Adverse Effect

” means (a) a material adverse effect on the

business, condition (financial or otherwise), assets, liabilities, operations, or results of

operations of the Business taken as a whole; or (b) any event, change, development,

effect, condition, circumstance, matter, occurrence or state of facts (an “

Event

”) that

prevents or materially delays, or would be reasonably expected to prevent or materially

delay, the consummation of the transactions contemplated by this Agreement and the

Ancillary Agreements or the performance by Seller or the Seller Affiliates of any of their

material obligations under this Agreement and the Ancillary Agreements; subject in the

case of clauses (a) and (b) to the following sentence. For purposes of this Agreement,

“

Business Material Adverse Effect

” does not include any Event to the extent relating

to (i) changes in Applicable Law or applicable accounting regulations or principles or

interpretations thereof, (ii) any outbreak or escalation of hostilities or war or any act of

terrorism or any natural or man-made disaster, (iii) changes in the United States or

foreign economies, financial markets or geopolitical conditions in general, (iv) changes

in industries relating to the Business in general and not specifically relating to the

Business, (v) the announcement by Seller of its intention to sell the Business, and (vi)

the execution of this Agreement, the performance of any obligations under this

Agreement or any of the Ancillary Agreements, and the announcement of the

transactions contemplated hereby or thereby (including the identity of Purchaser) in

accordance with the terms hereof, except with respect to clauses (i) through and (iv), to

the extent (and only to the extent) that the Business is materially disproportionately

impacted by such events in comparison to other pharmacies or medical clinics, as

applicable, in the industry in which they operate.

“

Business Space

” means the Real Property that is dedicated exclusively to the

operation of the Business.

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 78

“

Closing Inventory

” means the value of the Transferred Inventory as of 11:59

p.m. on the day immediately preceding the Closing Date, calculated in accordance with

the principles set forth in

Section 2.03 of the Seller Disclosure Schedule

“

CMS

” means the Centers for Medicare and Medicaid Services and any successor

Governmental Entity exercising similar authority.

“

” means United States dollars.

“

ERISA

” means the Employee Retirement Income Security Act of 1974, as

amended.

“

ERISA Affiliate

” means, with respect to any entity, any other entity (whether or

not incorporated) that, together with such entity, would be treated as a single employer

under Section 414 of the Code or Section 4001 of ERISA.

“

Exchange Act

” means the Securities Exchange Act of 1934, as amended,

together with the rules and regulations promulgated thereunder.

“

GAAP

” means United States generally accepted accounting principles in effect

from time to time.

“

Family

” means, with respect to a particular individual, (a) the individual, (b) the

individual’s spouse and former spouse(s), (c) any other natural person who is related to

the individual or the individual’s spouse within the first degree, and (d) any other

natural person who resides with such individual.

“

Health Care Law

” means any Applicable Law relating to healthcare regulatory

matters, including: (a) 42 U.S.C. §§ 1320a-7, 7a and 7b, which are commonly referred to

as the “Federal Exclusion Statutes” (and include the Federal Anti-Kickback Statute);

(b) 42 U.S.C. § 1395nn, which is commonly referred to as the “Stark Statute”; (c) 31

U.S.C. §§ 3729-3732, which is commonly referred to as the “Federal False Claims Act”;

(d) 42 U.S.C. §§ 1320d through 1320d-7 and 45 C.F.R. §§ 160, 162, 164, and 170 which

are commonly referred to as the “Health Insurance Portability and Accountability Act of

1996”; (e) 18 U.S.C. § 666, which is commonly referred to as the “Federal Bribery

Statute;” (f) 18 U.S.C. § 1347, which is commonly referred to as the “Health Care Fraud

Statute;” (g) 21 U.S.C. § 801 et seq., which is commonly referred to as the “Controlled

Substances Act;” and (h) any similar federal, state or local statutes or regulations, in

each case of clauses (a) through (f), applicable to the Business.

“

Indebtedness

” means (a) all indebtedness for the repayment of borrowed

money, whether or not represented by bonds, debentures, notes or similar instruments,

(b) all other indebtedness and obligations evidenced by bonds, debentures, notes or

similar instruments, under loan agreements, security agreements, mortgages, or deeds

of trust, (c) guarantees or similar contingent liabilities with respect to any indebtedness,

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 79

obligation, claim or liability of any other person, (d) any interest on the foregoing and

(e) any premiums, prepayment or termination fees, expenses or breakage costs due

upon prepayment of the foregoing.

“

Intellectual Property

” means (a) trademarks, service marks, brand names,

certification marks, trade dress, domain names and other indications of origin, the

goodwill associated with the foregoing and registration in any jurisdiction of, and

applications in any jurisdiction to register, the foregoing, including any extension,

modification or renewal of any such registration or application, (b) inventions and

discoveries, whether patentable or not, in any jurisdiction, patents (including all

reissues, divisions, continuations and extensions thereof), applications for patents

(including divisions, continuations, continuations in part and renewal applications), and

any renewals, extensions or reissues thereof, in any jurisdiction, (c) trade secrets, (d)

writings and other works, whether copyrightable or not, in any jurisdiction, (e)

database rights, design rights, and privacy rights, and (f) any similar intellectual

property or proprietary rights.

“

knowledge of Seller

” or any other similar knowledge qualification means the

actual knowledge of the following individuals, after reasonable inquiry and

investigation: Aaron Alt, José Barra, Christina Hennington, John Holcomb, Debbie

Marshall, John Mulligan, and Kathryn Tesija.

“

Liabilities

” means obligations and liabilities of any nature, whether known or

unknown, joint or several, express or implied, primary or secondary, direct or indirect,

liquidated, absolute, disputed, secured, vested, accrued, contingent, executory,

determined, determinable or otherwise and whether due or to become due.

“

Medicaid

” means the state governmental healthcare program pursuant to

which healthcare providers are paid or reimbursed for care given or goods afforded to

indigent individuals and administered pursuant to a plan approved by CMS under Title

XIX of the Social Security Act, as amended (the “

Social Security Act

”).

“

Medicare

” means the federal governmental healthcare program established

under Title XVIII of the Social Security Act and administered by CMS.

“

Multiemployer Plan

” means a multiemployer plan within the meaning of

Section 4001(a)(3) of ERISA.

“

person

” means any individual, firm, corporation, partnership, limited liability

company, trust, joint venture, Governmental Entity or other entity.

“

Proceeding

” means any claim, action, cause of action, demand, lawsuit,

arbitration, audit, notice of violation, proceeding, investigation, litigation, citation,

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 80

summons or subpoena of any nature, civil, criminal, administrative, regulatory or

otherwise, whether at law or in equity.

“

Related Person

” means, (a) with respect to an entity, (i) any Affiliate; (ii) each

person that serves as a director, officer, partner, member, manager, executor, or trustee

of such specified person (or in a similar capacity); and (iii) any person with respect to

which such specified person serves as a general partner or a trustee (or in a similar

capacity); or (b) with respect to an individual, (i) each other member of such

individual’s Family; (ii) any person that is directly or indirectly controlled by such

individual or one or more members of such individual’s Family; and (iii) any person

with respect to which such individual or one or more members of such individual’s

Family serves as a director, officer, partner, member, manager, executor, or trustee (or

in a similar capacity).

“

Seller Benefit Plan

” means each “employee pension benefit plan” (as defined in

Section 3(2) of ERISA), each “employee welfare benefit plan” (as defined in Section 3(1)

of ERISA) and each other plan, agreement, arrangement or policy relating to equity

compensation, deferred compensation, incentive compensation, severance, fringe

benefits or other employee compensation or benefits, in each case, maintained or

contributed to or required to be maintained or contributed to by Seller or any of the

Seller Affiliates for the benefit of any Business Employees.

“

subsidiary

” of any person means another person, an amount of the voting

securities or other voting ownership or voting partnership interests of which sufficient

to elect at least a

majority of its board of directors or other governing body (or, if there are no such voting

interests, 50% or more of the equity interests of which) is owned directly or indirectly

by such first person or by another subsidiary of such first person.

(c)

For all purposes hereof, the terms “include,” “includes,” and

“including” are deemed followed by the words “without limitation.” The words “hereof,”

“hereto,” “hereby,” “herein,” and “hereunder” and words of similar import when used in

this Agreement refer to this Agreement as a whole and not to any particular provision of

this Agreement. The word “or” is not exclusive. The word “extent” in the phrase “to the

extent” means the degree to which a subject or other thing extends, and such phrase

does not mean simply “if.” The phrase “date hereof” or “date of this Agreement” refers to

June 12, 2015. The words “ordinary course of business” shall be deemed to be followed

by the words “consistent with past practice.” The definitions contained in this

Agreement are applicable to the singular as well as the plural forms of such terms and

to the masculine as well as the feminine and neuter genders of such terms. Any

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 81

agreement, instrument, or Applicable Law defined or referred to herein or in any

agreement or instrument that is referred to herein means such agreement, instrument

or Applicable Law as from time to time amended, modified or supplemented and

includes any successor legislation thereto and any regulations promulgated thereunder.

References to a person are also to its permitted successors and assigns.

(d)

The Parties have had the opportunity to consult with their own legal

counsel and other advisors and are entering into this Agreement voluntarily and with a

full understanding of the meaning and legal effects of each provision contained in this

Agreement. The Parties and their respective legal counsel, if applicable, have been

jointly involved in the negotiation and drafting of this Agreement and the language used

in this Agreement shall be deemed to be the language chosen by the Parties to express

their mutual intent. In the event of any dispute regarding the interpretation of any

provision of this Agreement, the Parties agree that this Agreement and the provisions

hereof shall be construed as if drafted jointly by the Parties and no presumption or

burden of proof shall arise favoring or disfavoring either Party by virtue of the

authorship of any of the provisions of this Agreement.

SECTION 12.06.

Counterparts

. This Agreement may be executed in one or

more counterparts, all of which will be considered one and the same agreement, and

will become effective when one or more counterparts have been signed by each of the

Parties and delivered, in person or by facsimile, or by electronic image scan, receipt

acknowledged, to the other Party.

SECTION 12.07.

Integrated Contract

. This Agreement, including the Seller

Disclosure Schedule (and the Introduction thereto), the Purchaser Disclosure Schedule

(and the Introduction thereto) and the Schedules and Exhibits hereto, any written

amendments to the foregoing satisfying the requirements of

Section 12.13

hereof, the

Confidentiality Agreement and the Ancillary Agreements, including the schedules,

exhibits and annexes thereto, constitute the entire agreement between the Parties with

respect to the subject matter hereof and thereof and supersede any previous

agreements and understandings between the Parties with respect to such matters. All

Schedules and Exhibits annexed hereto or referred to herein are hereby incorporated in

and made a part of this Agreement as if set forth in full herein. Any term used in the

Seller Disclosure Schedule, the Purchaser Disclosure Schedule or any Schedule or

Exhibit hereto but not otherwise defined therein is defined as set forth in this

Agreement. There are no restrictions,

promises, representations, warranties, agreements or undertakings of either Party with

respect to the transactions contemplated by this Agreement, the Confidentiality

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 82

Agreement or the Ancillary Agreements other than those set forth herein or therein or

in any other document required to be executed and delivered hereunder or thereunder.

In the event of any conflict between the provisions of this Agreement (including the

Seller Disclosure Schedule (and the Introduction thereto), the Purchaser Disclosure

Schedule (and the Introduction thereto) and the Schedules and Exhibits hereto), on the

one hand, and the provisions of the Confidentiality Agreement or the Ancillary

Agreements (including the schedules, exhibits and annexes thereto), on the other hand,

the provisions of this Agreement will control.

SECTION 12.08.

Severability; Enforcement

. The invalidity, illegality or

unenforceability of any portion hereof will not affect the validity, force or effect of the

remaining portions hereof. If it is ever held that any restriction hereunder is too broad

to permit enforcement of such restriction to its fullest extent, each Party agrees that a

court of competent jurisdiction may enforce such restriction to the maximum extent

permitted by Applicable Law, and each Party hereby consents and agrees that such

scope may be judicially modified accordingly in any Proceeding brought to enforce such

restriction.

SECTION 12.09.

Governing Law

. This Agreement and disputes relating hereto

(whether for breach of Contract, tortious conduct or otherwise) will be governed and

construed in accordance with the laws of the State of Delaware, without reference to its

conflicts of law principles.

SECTION 12.10.

Jurisdiction

. Each Party irrevocably agrees that any

Proceeding against them arising out of or in connection with this Agreement or the

transactions contemplated hereby or disputes relating hereto (whether for breach of

Contract, tortious conduct or otherwise) will be brought exclusively in the Delaware

Court of Chancery, or, if such court does not have subject matter jurisdiction, a court of

the State of Delaware located in Wilmington, Delaware or the United States District

Court for the District of Delaware, and irrevocably accepts and submits to the exclusive

jurisdiction and venue of the aforesaid courts

in personam

with respect to any such

Proceeding. Each of Purchaser and Seller irrevocably and unconditionally waives any

objection to the laying of venue of any Proceeding arising out of or in connection with

this Agreement or the transactions contemplated hereby or disputes relating hereto

(whether for breach of Contract, tortious conduct or otherwise) in (i) any court of the

State of Delaware located in Wilmington, Delaware or (ii) the United States District

Court for the District of Delaware and irrevocably and unconditionally waives and

agrees not to plead or claim in any such court that any such Proceeding brought in any

such court has been brought in an inconvenient forum. This

Section 12.10

will not

apply to any dispute under

Section 2.04

that is required to be decided by the

Independent Expert.

SECTION 12.11.

Service of Process

. Each Party agrees that service of any

process, summons, notice or document by U.S. registered mail to such Party’s respective

address set forth in

Section 12.04

will be effective service of process for any Proceeding

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 83

in Delaware with respect to any matters for which it has submitted to jurisdiction

pursuant to

Section 12.10

SECTION 12.12.

Waiver of Jury Trial

. Each Party acknowledges and agrees

that any controversy which may arise under this Agreement or Ancillary Agreements is

likely to involve

complicated and difficult issues and each Party hereby irrevocably and unconditionally

waives to the fullest extent permitted by Applicable Law, any right it may have to a trial

by jury in respect of any Proceeding arising out of or in connection with this Agreement,

the Ancillary Agreements or the transactions contemplated hereby or thereby or

disputes relating hereto or thereto (whether for breach of Contract, tortious conduct or

otherwise). Each Party (a) certifies that no representative, agent or attorney of the other

Party has represented, expressly or otherwise, that such other Party would not, in the

event of any Proceeding, seek to enforce the foregoing waiver, (b) certifies that such

Party has considered the implications of this waiver and (c) acknowledges that it and

the other Party hereto have been induced to enter into this Agreement by, among other

things, the mutual waivers and certifications in this

Section 12.12

SECTION 12.13.

Amendments

. This Agreement may be amended, modified,

supplemented, superseded or canceled and any of the provisions hereof may be waived

only by an instrument in writing signed by each of the Parties or, in the case of a waiver,

by or on behalf of the Party waiving compliance. No waiver by any Party shall operate or

be construed as a waiver in respect of any failure, breach or default not expressly

identified by such written waiver, whether of a similar or different character, and

whether occurring before or after that waiver. Except where a specific time period is

specified, no failure to exercise, or delay in exercising, any right, remedy, power or

privilege arising from this Agreement shall operate or be construed as a waiver thereof;

nor shall any single or partial exercise of any right, remedy, power or privilege

hereunder preclude any other or further exercise thereof or the exercise of any other

right, remedy, power or privilege.

SECTION 12.14.

Specific Enforcement

. Notwithstanding

Section 9.04(d)

, the

Parties agree that irreparable damage would occur and that the Parties would not have

any adequate remedy at law in the event that any of the provisions of this Agreement

were not performed in accordance with their specific terms or were otherwise

breached. It is accordingly agreed that the Parties will be entitled to an injunction or

injunctions to prevent breaches of this Agreement and to enforce specifically the

provisions of this Agreement in any court of the State of Delaware located in

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 84

Wilmington, Delaware or the United States District Court for the District of Delaware,

this being in addition to any other remedy to which they are entitled at law or in equity.

SECTION 12.15.

Parent Guarantee

. CVS Health Corporation (“

Parent

”) hereby

guarantees the full payment, when required, of Purchaser’s financial obligations under

this Agreement. This is a guarantee of payment, and not collection, and Seller and,

where applicable, each other Seller Indemnitee may institute a Proceeding or bring a

claim directly against Parent without instituting any Proceeding or bringing a claim

against Purchaser. Notwithstanding the foregoing, but without limiting rights of the

parties under

Section 12.14

, in no event shall Parent’s Liability to Seller or any other

person pursuant to this

Section 12.15

exceed Purchaser’s Liability with respect to such

matter under this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, Seller, Purchaser and Parent have duly executed

this Agreement as of the date first written above.

TARGET CORPORATION, as Seller,

/s/ John J. Mulligan

Name: John J. Mulligan

Title: Executive Vice President, Chief

Financial Officer, and Chief

Accounting Officer

CVS PHARMACY, INC., as Purchaser,

/s/ David M. Denton

Name: David M. Denton

Title: EVP & CFO

TARGET CORPORATION ASSET PURCHASE AGREEMENT — page 85

Solely for purposes of Section 12.15 of

the Agreement:

CVS HEALTH CORPORATION, as Parent,

/s/ David M. Denton

Name: David M. Denton

Title: EVP & CFO

TARGET CORPORATION ASSET PURCHASE AGREEMENT

Prompt to Clone This TARGET CORPORATION ASSET PURCHASE AGREEMENT

Apply this example's core structure, strategic pacing, and structural hierarchy directly to your own topic.

What are you generating today?