ASSET PURCHASE AGREEMENT between AstraZeneca AB, Aralez | Aralez Pharmaceuticals Inc.

EX-2.12a17-1459_1ex2d1.htmEX-2.1

[***] INDICATES MATERIAL THAT HAS BEEN DISTRIBUTED AND FOR WHICH CONFIDENTIALITY WAS REQUESTED. ALL SUCH DERIVATIVE MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES COMMISSION IN ACCORDANCE WITH THE RULES APPLICABLE TO SUCH CONFIDENTIALITY.

EXECUTION COPY

CONFIDENTIAL

ASSET PURCHASE AGREEMENT

now and then

AstraZeneca AB,

Aralez Pharmaceuticals Trading DAC

Aralez Pharmaceuticals Inc.

(only for purposes of section 9.16 of this document)

Date fromOctober 3rd, 2016

INDEX

ARTICLE 1 DEFINITIONS		1

1.1	Certain Defined Terms	1
1.2	construction	16

ARTICLE 2 SALE AND PURCHASE OF GOODS; OBLIGATIONS		16

2.1	Sale of acquired assets	16
2.2	Obligations	18
2.3	Consideration	18
2.4	Close	24

SECTION 3 REPRESENTATIONS AND WARRANTIES		25

3.1	Seller's Representations and Warranties	25
3.2	Buyer's Declarations and Warranties	31
3.3	Exclusivity of Representations	34
3.4	Acknowledgments Regarding Seller's Representations and Warranties	35

ARTICLE 4 PRELIMINARY COVENANTS		35

4.1	Access and information	35
4.2	ordinary course of business	37
4.3	Obligation to complete the transaction	38
4.4	tender applications	39
4.5	Financing	41
4.6	Supplementary Agreements	44

ARTICLE 5 ADDITIONAL AGREEMENTS		44

5.1	Cooperation in legal proceedings and investigations	44
5.2	additional insurance	45
5.3	Announcement	46
5.4	confidentiality	47
5.5	regulatory transfers	50
5.6	regulatory responsibility	50
5.7	Pharmacovigilance obligations	51
5.8	Commercialization	53
5.9	certain tax issues	53
5.10	receivables and creditors	55
5.11	wrong pockets	55
5.12	Agreement not to sue	56
5.13	Non-competitive	57
5.14	Random crossing within territories	57

5.15	conforming declarations	58
5.16	I agree VA	58

SECTION 6 PREVIOUS CONDITIONS		59

6.1	Conditions of obligations of the buyer and seller	59
6.2	Conditions for the buyer's obligations	59
6.3	Conditions for the Seller's obligations	60
6.4	Frustration of closing conditions	60

ARTICLE 7 REMUNERATION		61

7.1	Indemnity	61
7.2	complaints procedure	61
7.3	Indemnity Limitations; Determining the amount of compensation	64
7.4	Tax treatment of compensation payments	65
7.5	exclusive remedy	65
7.6	Compensation rights	66

ARTICLE 8 TERMINATION		66

8.1	closing	66
8.2	Termination procedure and effect	67
8.3	Reverse Termination Rate	68

ARTICLE 9 MISCELLANEOUS		69

9.1	Governing Law, Jurisdiction, Venue and Service	69
9.2	Notifications	70
9.3	No benefit to third parties	71
9.4	Waiver and Non-Exclusion of Remedies	71
9.5	Expenses	71
9.6	Assignment	71
9.7	To change	72
9.8	Separability	72
9.9	just relief	72
9.10	damage waiver	73
9.11	English language	73
9.12	bulk sale bylaws	73
9.13	Representation by a lawyer	73
9.14	Counterparts	74
9.15	all business	74
9.16	Guarantee	74

iii

SCHEDULES

Scheme 1.1.1	Method for calculating ending inventory value
Scheme 1.1.2	Direct Rx program logo
Scheme 1.1.3	Excluded Liabilities
Scheme 1.1.4	licensed trademarks
Scheme 1.1.5	allowable loads
Scheme 1.1.6	Product contracts
Scheme 1.1.7	Purchased domain names
Scheme 1.1.8	Regulatory approvals purchased
Scheme 1.1.9	seller's knowledge
Scheme 2.1.1(a)(i)	Purchased contracts: all rights
Scheme 2.1.1(a)(ii)	Acquired contracts: partial transfer
Scheme 2.3.1(b)(i)	Excluded generic products
Scheme 2.4.2(a)(iii)	Delivery schedule of acquired assets
Scheme 4.2	Exceptions to common business
Scheme 4.4.1	Foreign competition law
Diagram 5.13.2	Non-competitive

INFORMATION PLANS

EXHIBITIONS

Appendix A	Form for deed of sale and transfer and acquisition agreement
exposure B	Buyer's FDA Letter of Transfer Form
Annex C	Consent to credit agreement
Exhibited D	Domain name assignment agreement form
Attachment is	license agreement form
ExposureF	Seller's FDA Letter of Transfer Form
Appendix G	Key terms for delivery contract
Appendix H	Transition Service Agreement Form
Exhibition I	Second amendment of the credit agreement

ASSET PURCHASE AGREEMENT(to beMeeting) is made and runs from October 3, 2016 (theExecution date), by and between AstraZeneca AB, a Swedish company (Selling), Aralez Pharmaceuticals Trading DAC, an Irish designated activities company (Buyer) and, solely for purposes of Section 9.16 herein, Aralez Pharmaceuticals Inc., a corporation incorporated under the laws of British Columbia, Canada (Guarantee). Seller and Buyer are sometimes referred to individually herein as aPartyand collected asFester.

CONSIDERATIONS

THERE'S A POSSIBILITY, the Seller and certain of its affiliated companies are engaged in the Product Business;

THERE'S A POSSIBILITY, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, certain assets and rights associated with the Product and the Product Business, subject to the terms and conditions set forth below; It is

THERE'S A POSSIBILITY, at Closing, Seller and Buyer intend to enter into Service Agreements.

THEREFORE, in consideration of the mutual benefits to be derived from this Agreement, the representations, warranties, conditions, covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intend to be legally bound , agree to the next:

ARTICLE 1
DEFINITIONS

1.1 Certain Defined Terms. As used in this document, the following terms shall have the following meanings:

3auditorsmeans a nationally recognized accounting firm in the United States (excluding each of Seller's and its Affiliates' and Buyer's and its Affiliates' external general accounting firms) mutually acceptable to Seller and Buyer;offered,However, if Seller and Buyer cannot agree on such an accounting firm within 10 days of the need to engage the auditors under this Agreement, or if such mutually selected accounting firm is unwilling or unable to serve, then the Seller will provide Buyer with a list of three other accounting firms in good standing in the United States that have not provided services to Seller or its affiliates or to Buyer or its affiliates in the preceding three-year period, and Buyer shall select one of these three accounting firms.

3the debtorsmeans all amounts that, under IFRS as applied by Seller and its affiliates consistently, on the Closing Date constitute receivables, notes receivable and other debt owed by a Third Party to Seller or any of its affiliates arising from sales of the product or the generic product authorized by or on behalf of the seller or its affiliates prior to the closing date.

3Handlingbetyder United States Federal Food, Drug, and Cosmetic Act.

3adverse eventmeans, with respect to a product, any adverse, undesirable or harmful event or experience associated with the use of, or occurring during or after the administration of such product to human beings, occurring at any dose, whether expected or not, and irrespective of whether or not related to or caused by such product, including such incident or experience occurring during the use of such product in professional practice, in a clinical trial, overdose, accidental or intentional, abuse, withdrawal, or a failure of pharmacological therapeutic effect or biological expected from such a product, and including the events or experiences that must be reported to the FDA under 21 C.F.R. section 312.32 or 314.80, as applicable, or to foreign government authorities under applicable laws outside the United States.

3affiliatemeans, with respect to a person, any other person who, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, that first person. For purposes of this definition, control and, with related meanings, terms controlled by and under common control with (a) the possession, directly or indirectly, of the power to direct the management or policies of a business entity, whether through ownership of voting rights; securities, by contract relating to voting rights or corporate management, or otherwise or (b) the ownership, directly or indirectly, of more than 50% of the securities with voting rights or other equity interest in a corporate entity ( or, with respect to a limited partnership or other similar entity, its subsidiary or parent entity). Notwithstanding anything to the contrary herein, no portfolio company in which Deerfield Capital Management LLC or any of its affiliates has made a debt or equity investment (any other than the Guarantor and its affiliates) will be deemed a Purchaser Associate.

3AG Agreementmeans the Distribution Agreement between Endo Ventures Limited (as successor by assignment to Par Pharmaceutical, Inc.) and AstraZeneca LP, dated 10th August 2006, as amended 15th December 2006, 31st July 2007, May 7, 2008, June 19, 9008., 2009 June 30, 2009 June 14, 2010 June 29, 2011 August 31, 2011 December 1, 2011 June 30, 2012 June 30, 2013 11 November 2013, June 30, 2014, June 5, 01.06.

3AG sales unitmeans Buyer, its Affiliates and each licensee, sublicensee or assignee to whom Buyer or any of its Affiliates has granted a (sub)license in respect of the Authorized Generic Product.

3Meetinghas the meaning set forth in the preamble of this document.

3Allocationhas the meaning given in section 2.3.2.

3alternative financinghas the meaning given in section 4.5.2.

3Supplementary Agreementsmeans the Letter of Sale, Domain Name Allocation Agreement, Novation Agreement, License Agreement, Pharmacovigilance Agreement, Quality Agreement, Supply Agreement and Transitional Services Agreement.

3APImeans metoprolol succinate.

3Applicable FAR Regulationshas the meaning given in section 5.16.

3Obligations allocatedhas the meaning set forth in Section 5.9.2(b).

3Assignmenthas the meaning given in section 9.6.

3Commitments assumedhas the meaning given in section 2.2.1.

3authorized generic productmeans the pharmaceutical product classified AB by the FDA for the product and marketed, distributed and sold by or on behalf of Endo Ventures Limited (as successor by transfer to Par Pharmaceutical, Inc.) pursuant to the AG Agreement.

3Fiscal Notemeans the Deed of Sale and the Assignment and Assumption Agreement, substantially in the attached form asAppendix A.

3Work daymeans any day other than Saturday, Sunday or a day on which banking institutions in New York, New York are permitted or required by law to remain closed.

3Buyerhas the meaning set forth in the preamble of this document.

3Buyer's Confidential Informationhas the meaning given in section 5.4.3.

3Buyer Disclosure Plansmeans Buyer's disclosure plans provided by Buyer pursuant to this Agreement.

3Buyer's FDA Letter of Transmittalmeans the letter to the FDA substantially in the attached form asexposure B, accepts the transfer of rights from the purchased regulatory approvals issued by the Seller's FDA.

3buyer grouphas the meaning given in section 5.12.1.

3Indemnified buyerhas the meaning given in section 7.1.1.

3Adverse material effect of the buyermeans any event, fact, condition, happening, change or effect that prevents or materially impedes or delays the consummation by Buyer of the transactions contemplated by this Agreement or related agreements prior to the Closing Date.

3buyer's objectionhas the meaning set forth in Section 2.3.1(g).

3Purpose allowed by the buyerhas the meaning given in section 5.4.4.

3Buyer's legal documentationmeans, with respect to the Product, (a) all documentation and materials referred to in clause (a) or (b) of the definition of Purchased Regulatory Documentation created after Completion and (b) all data (including

clinical and pre-clinical data) referred to in any of the documents and materials referred to in paragraph a) above.

3calendar quartermeans each consecutive period of three calendar months commencing on 1 January, 1 April, 1 July and 1 October1;offeredthat the first quarter of this Agreement begins on the Closing Date and ends on March 1, June 30, September 30 or December 31 after the Closing Date.

3Civil yearmeans each consecutive 12 calendar month period beginning on January 1st and ending on December 31st, except that the first calendar year of this Agreement will begin on the End Date and end on December 31 of the year in which the End Date occurs.

3Caphas the meaning given in section 7.3.1.

3cGMPmeans the applicable standards of good manufacturing practice for the manufacture, processing, packaging, testing or storage of a medicinal product for human use to ensure that such medicinal product meets (a) the requirements of applicable law and other requirements of any applicable governmental authority ; , including the FDA, with respect to safety, identity, and potency, and (b) the quality and purity characteristics that such drug purports or represents to possess, including as set forth by the FDA in 21 C.F.R. Parts 210 and 211 and the European Commission of the EU guidelines on good manufacturing practice for medicines.

notice of complainthas the meaning given in section 7.2.2.

3Closehas the meaning given in section 2.4.1.

3Closing datemeans the date on which the closing occurs.

3Notice of Objection to Closed Inventoryhas the meaning set forth in Section 2.3.3(b).

3final inventory declarationhas the meaning set forth in Section 2.3.3(a).

3Ending stock valuemeans the value of finished inventory as of the Closing Date, which has at least 32 months of shelf life remaining from the Closing Date, determined in accordance withScheme 1.1.1.

3final paymenthas the meaning set forth in Section 2.3.1(a).

3commercial salesmeans to buy and sell for cash value to any third party (other than a Selling Entity).

3Danish competition authoritymeans the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice and each other governmental authority having jurisdiction under a foreign competition law.

3Confidential informationhas the meaning given in section 5.4.1.

3Confidentiality agreementmeans the confidentiality agreement, dated May 20, 2016, between AstraZeneca AB and Aralez Pharmaceuticals Trading DAC.

3confidentiality periodhas the meaning given in section 5.4.3.

3Contractmeans any contract, agreement, lease, sublease, license, sublicense or other legally binding agreement or agreement, written or oral.

3Directionmeans, with respect to any trademark, regulatory approval or acquired regulatory documentation, having the right, directly or indirectly, whether by ownership, license or otherwise, to transfer or grant a licence, sublicense or other right to or under such trademark registered trademark, regulatory approval or acquired regulatory documentation as provided herein or in any Supplemental Agreement, without prejudice to the terms of any agreement or other agreement with third parties.

3controlling partyhas the meaning given in section 7.2.2.

3credit agreementmeans the signed Facility Agreement, together with schedules and attachments, in effect on the date of this Agreement (after the Credit Agreement Consent and Second Amendment become effective) and as amended in accordance with this Agreement.

3Consent to credit agreementmeans the limited consent attached to this document asAnnex C.

3debt financinghas the meaning set forth in Section 3.2.7(a).

3diligent effortmeans [***].

3Direct RX program logomeans the logo used by Seller and its affiliates in connection with the Product Recharge and Home Delivery program displayed on theScheme 1.1.2, together with all trademarks and copyrights contained therein.

3disclosing parthas the meaning given in section 5.4.1.

3DMFhas the meaning set forth in Section 5.6.2(b).

3Agreement on the assignment of domain namesmeans the Domain Name Assignment Agreement, substantially in the form attached asExhibited D.

3domain namesmeans Internet or global computer network addresses or locations, including all generic top-level domains and country code top-level domains.

3EMAmeans the European Medicines Agency and any successor body to it.

3onusmeans any lien, encumbrance (statutory or otherwise), license, lien, security interest, charge, mortgage, restriction, claim of title, preference, lien, preemptive right, defect of title or other lien.

3Data finalhas the meaning given in Section 8.1.2.

3Application exceptionshas the meaning set forth in Section 3.1.2(a).

3excluded assetsmeans all assets, property, rights and interests of Seller and its affiliates, other than the acquired assets described in Sections 2.2.1(a) through (g), including: (a) all intellectual property of Seller and its affiliates (in addition to acquired domain names and, to the extent transferred, intellectual property rights owned by Seller and its affiliates as set forth in the acquired Agreements); (b) all employees, property and tangible personal property of Seller or any of its affiliates (but excluding finished inventory, records of purchased products, purchased regulatory documentation and promotional materials for purchased products); (c) all accounts receivable; (d) all manufacturing-related assets of Seller or any of its affiliates; (e) all refunds, requests for refunds, or rights to receive refunds from any taxing authority in respect of any and all taxes paid or payable by Seller or any of its Affiliates (including all Taxes paid or payable by any one of Seller's affiliates on Seller's behalf); (f) all insurance policies and contracts guaranteeing the Purchased Assets, together with any claims, actions or other rights that Seller or any of Seller's Affiliates may have for insurance coverage under any prior or current policies and contracts of insurance guaranteeing the Acquired Assets; (g) any rights or interests relating to the Product outside the Territory; and (h) all Excluded Items.

3Excluded generic productshas the meaning set forth in Section 2.3.1(b)(i).

3Deleted Itemsmeans any and all books, documents, records, files and other items prepared in connection with or in connection with the negotiation and consummation of the transactions contemplated by this Agreement or the Related Agreements or otherwise prepared in connection with the sale of Active Purchases, including all (i) received third-party proposals and reviews about the Product, Authorized Generic or Product Business, (ii) confidentiality, joint defense or similar agreements with potential buyers of the Product, Authorized Generic or Product Business, and (iii ) strategic, financial or tax analyzes related to the disposal of the Acquired Assets, the Assumed Liabilities, the Product, the Authorized Generic Product and the Product Business; (b) trade secrets not solely related to the business of the product; (c) attorney work product, attorney-client communications, and other items protected by established legal privilege, unless books and records can be transferred without loss of such privilege; (d) human resources and other employee books and records; (e) financial, tax and accounting records not exclusively related to the Product or the Authorized Generic Product; (f) subject to compliance with Section 5.2, the items prohibit their transfer to the extent prohibited by applicable law; (g) electronic mail; (h) the global product safety database and source documents associated with individual safety reports; and (i) except to the extent set forth in any Supplemental Agreement, any material, information or data relating to the manufacture of the Product or the Authorized Generic Product (including information included in the Chemical, Manufacturing and Control section of the Approvals); .

3Excluded Liabilitiesmeans all liabilities of Seller or any of its affiliates, except liabilities assumed, including (a) taxes of Seller or any of its affiliates, including taxes related to the product's business attributable to periods ending on or before the end dateofferedthat transfer taxes and apportioned liabilities will be apportioned between Buyer and Seller as set forth in Section 5.9.2 hereof, (b) all liabilities arising from claims, including product liability or similar claims of third parties in connection with the marketing, promoting or selling the Product; or the Authorized Generic Product (defective or otherwise) prior to the Closing, or the post-Closing use of any Product or Authorized Generic Product sold prior to the Closing, all obligations relating to the return of any unit of the Product or Authorized Generic sold prior to the Closing closing and all liabilities arising out of third-party claims due to or relating to the recall of a unit of the product or authorized generic products sold prior to closing, including all liabilities for any credits, rebates, refunds or other amounts due in respect of such unit of the product or approved generic product; (c) all liabilities arising out of, arising out of or relating to any Excluded Assets; (d) all accrued receipts and payables arising from the operation or performance of the Product Business prior to Closing, including under Purchased Contracts; (e) all debts of Seller and its affiliates; (f) all Liabilities arising out of, arising out of or relating to any Unit of Product or Authorized Generic Product sold prior to Closing or the Assets Acquired to the extent that they arise prior to Closing; (g) all liabilities relating to any employee of Seller and its affiliates; and (h) any obligation listed in theScheme 1.1.3.

3Execution datehas the meaning set forth in the preamble of this document.

3Harvestmeans (and, with correlative meanings, the termExplorationeExploits) manufacture, cause to be manufactured, import, export, use, use, sell, offer for sale, sell, trade, register, store or retain (whether for disposal or otherwise), transport, distribute, promote, market or otherwise dispose of, but excludes Producing or causing to be produced.

3FDAmeans the United States Food and Drug Administration and any successor agency.

3Closing value of ending inventoryhas the meaning set forth in Section 2.3.3(c).

3FinancialNotificationhas the meaning given in section 3.1.7.

3Funding sourcemeans, in its capacity as such, any Lender providing or proposing to provide financing under the Credit Agreement or an Alternative Financing, or affiliates, employees, officers, directors, agents or consultants of such Lender.

3finished inventorymeans all Product and Authorized Generic Product inventory in finished packaging form (together with any product packaging materials contained therein) owned by Seller or any of its Affiliates and which has been labeled and cleared for sale in the Territory .

3Foreign Competition Lawmeans any applicable foreign antitrust, competition or trade regulation law.

3key representativesmeans the representations and warranties set forth in section 3.1.1 (Device status), Section 3.1.2 (Authority), Section 3.1.4 (No broker), Section 3.1.6(a)(Assets purchased), [***], Section 3.2.1 (company status), Section 3.2.2 (Authority), Section 3.2.4 (No broker) and section 3.2.7(d)(Solvency).

3GAAPmeans generally accepted accounting principles in the United States.

3generic productmeans, with respect to the product, any other drug approved under 21 U.S.C. 355(b) or 355(j), or any successor statute, which identifies the product in your marketing application as the basis for filing based on approval of your application to the FDA.

3State Authoritymeans any supranational, international, federal, state or local court, administrative agency or commission or other governmental authority or instrument, domestic or foreign, including the FDA and any corresponding foreign agency.

3secured obligationshas the meaning given in section 9.16.1.

3Guaranteehas the meaning set forth in the preamble of this document.

3The HSR Actmeans the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

3IFRSmeans the International Financial Reporting Standards developed by the International Accounting Standards Board.

3INDmeans a new examination request submitted in accordance with 21 C.F.R. Part 312.

3indemnity certificatehas the meaning given in section 7.2.1.

3Indemnified Partyhas the meaning given in section 7.2.1.

3indirect taxesmeans value added, sales, excise, goods and services tax or other similar taxes required by applicable law to be disclosed as a separate item on the relevant invoice.

3Insolvency Eventmeans, with respect to any person (a) the filing of a petition for bankruptcy or insolvency or for reorganization or agreement or appointment of a depositary or trustee for such person or his assets; (b) proposals to such person's creditors for a written settlement agreement or extension of his debt (other than an extension of debt in the ordinary course of business); (c) be subpoenaed against it in an involuntary petition filed in insolvency proceedings, and such petition is not dismissed within 60 days of its filing; (d) consent to the appointment or appointment of a depositary, liquidator, agent, custodian, custodian, custodian (or similar official) for such person or for any material

part of its assets or the execution of any assignment for the benefit of creditors; (e) admits in writing its inability to pay its general debts when due; or (f) the issuing or collection of any judgment, subpoena, writ or execution or similar proceeding against a substantial part of your property.

[***]

3IRSmeans Revenue or any successor government authority.

3festival of IThas the meaning given in section 5.14.

3Master Product Agreementmeans [***].

3amormeans any national, supranational, domestic or foreign, federal, state or local statute, law (including common law), treaty, constitution, regulation, rule, administrative interpretation, regulation, order or other requirement having the force of law of any governmental authority; .

3Obligationsmeans any debt, obligations, liabilities, obligations, claims or claims, whether absolute or contingent, accrued or unclaimed, asserted or unstated, known or unknown, fixed or contingent, mature or undeveloped, settled or determinable or otherwise manner (including all side effects, recalls, product and packaging claims or other liabilities), arising under any law, regulation, contract or otherwise, and whether or not the same should be reflected in the accounts or disclosed in the notes.

3license agreementmeans the License Agreement, substantially in the form attached asAttachment is.

3licensed trademarksmeans the trademarks indicated in theScheme 1.1.4.

3Judicial actionsmeans any claim, proceeding, arbitration, mediation, hearing, proceeding, trial (whether civil, criminal, administrative or investigative or appellate), warning letter or notice of breach.

3AbaorAbameans any loss, fees, charges, costs, damages, deficiencies, assessments, judgments, fines, penalties, amounts paid in settlements and costs and expenses incurred in connection therewith, including costs and expenses of legal proceedings and reasonable fees and disbursements of attorneys' fees and reasonable fees and expert's fees.

3manufacturingemanufacturingmeans all activities related to the production, manufacture, processing, filling, finishing, packaging, labeling, shipping and storage of the product or authorized generic product or any intermediary prior to delivery of the product or authorized generic product, including process development, process qualification and validation, scale-up, pre-clinical, clinical and commercial production and analytical development, product characterization, stability testing, quality assurance and quality control.

3adverse material effectmeans an event, fact, condition, incident, change, development, circumstance or effect which, individually or collectively with all other events, facts, conditions, occurrences, changes, developments, circumstances or effects, (a) had or is reasonably expected -is known to have a material adverse effect on the business, results of operations or financial condition of the Product Company, the Assets Purchased and the Liabilities Assumed, taken as a whole, or (b) materially impedes or impedes or delays the ability of the Seller to consummate the transactions contemplated in the Agreement and Related Agreements prior to the Closing Date;offered,However, that for the purposes of clause (a) above, none of the following, and no event, fact, condition, occurrence, change, development, circumstance or effect to the extent arising out of the following shall be deemed (individually or in combination) to constitute or be taken into consideration to determine whether there was a Material Adverse Effect: (i) political or economic conditions or conditions affecting the capital or financial market in general, including the aggravation of existing conditions; (ii) conditions generally affecting any industry or industrial sector in which the Product Store operates or competes, or in which the Product is manufactured or used, including increases in operating costs; (iii) any change or future change in accounting requirements or applicable law; (iv) any hostilities, acts of war, sabotage, terrorism or acts of war or any aggravation of any of the foregoing; (v) any hurricane, flood, tornado, earthquake or other natural disaster or force majeure event; (vi) the public announcement of this Agreement, including the effect of such announcement of this Agreement on Seller's relationship with any supplier, distributor, customer, partner or similar relationship or any loss of employees as a result thereof; (vii) the inability of the Products Business to make financial projections, forecasts, forecasts or revenue estimates for any period (offered, that the underlying causes of such failure should not be ruled out unless excluded by this definition); (viii) failure to take any action for which Seller or any of its Affiliates required Buyer's consent (where such consent is hereby required and unreasonably withheld, conditioned or delayed by Buyer,offered, that, if so, Seller has informed Buyer that the withholding, condition or delay of such consent could reasonably result in a material adverse effect) and for which Buyer has failed to give such consent or take action from Seller or any of its its affiliates covered by this Agreement or expressly requested to be taken by Buyer; and (ix) any act or omission by Buyer or any of its affiliates; except, in each of clauses (i) to (v), for those matters that have a disproportionate effect on the Business of the Product, the assets acquired and liabilities assumed, taken as a whole, in relation to other persons conducting business similar to the Product Business in the territory.

3outstanding eventhas the meaning set forth in Section 2.3.1(b).

3payments per milestonehas the meaning set forth in Section 2.3.1(b).

3NDAmeans a new order for medicine as defined in the Act.

3NDCmeans the National Drug Code, which is the ten or eleven digit identification code registered by a company with the FDA in connection with a pharmaceutical product.

3Liquid salesmeans [***]. In relation to each relevant period for which net income is calculated below, appropriate provisions must be included for all items set out in

clauses (i) through (viii) of the immediately preceding sentence, calculated in accordance with GAAP as applied by Buyer and its affiliates on a consistent basis, and adjustments for accruals such as increases or decreases in net sales (as the case may be) with the difference between the amounts actually paid and provisions for all such items in prior periods. Recording of a sale of a Product will be deemed to have occurred and calculated in accordance with GAAP as applied by Buyer and its Affiliates on a consistent basis. [***].

3Net billing statementhas the meaning set forth in Section 2.3.1(f).

3non-controlling partyhas the meaning given in section 7.2.2.

3To perceivehas the meaning given in Section 9.2.1.

3novation agreementmeans the novation agreement that sets out the terms and conditions for novation of the VA Agreement to Buyer and which is substantially consistent with the novation agreement in 48 CFR Subpart 42.12.

3Ordermeans any order, judgment, edict, decree, injunction, order, decision or other binding obligation, statement or decision of a governmental authority having the force of law.

3ordinary course of businessmeans that Seller and its affiliates are operating the Product Business in its usual and customary manner and in accordance with its past practices from January 1, 2016 through the Execution Date.

3party OThas the meaning given in section 5.14.

3Other licensed or proprietary generic productmeans a generic product other than the authorized generic product marketed, distributed or sold by or on behalf of or under a license or sublicense from Buyer or any of its affiliates.

3party(s)has the meaning set forth in the preamble of this document.

3Recipienthas the meaning given in section 5.9.1.

3payhas the meaning given in section 5.9.1.

3paymentshas the meaning given in section 5.9.1.

3Permissionany permit, license, registration, certificate, franchise, authorization, permission, certification, variation, exemption, application or approval.

3Encumbrance Allowedmeans any (a) Lien for Taxes not yet due or due, or for those Taxes disputed in good faith through appropriate procedures; (b) Encumbrances imposed by law that do not impair or are reasonably expected to impair the current value or materially interfere with the current use and enjoyment of any Purchased Asset covered by or affected by it in the ordinary course of life.

Product Business business; (c) Liens incurred by or filed with a governmental authority in connection with any permission, (d) right, title or interest of a licensor or licensee under a license published inScheme 1.1.5(d); and (e) Encumbrance disclosed inScheme 1.1.5(e).

3Personmeans any individual, partnership, limited partnership, limited liability company, joint venture, syndicate, sole proprietorship, corporation, unincorporated association, trust, trustee, executor, trustee or other personal legal representative or any other legal entity, including an authority governmental.

3Drug monitoring contractmeans the Pharmacovigilance Agreement with respect to the Product to be entered into by Seller and Buyer (or their respective Affiliates) after Closing pursuant to Section 5.7.1.

3Tax period after completionhas the meaning set forth in Section 5.9.2(b).

3previous closing periodhas the meaning given in section 4.1.1.

3Previous tax periodhas the meaning set forth in Section 5.9.2(b).

3productsmeans the pharmaceutical product containing metoprolol succinate as the active pharmaceutical ingredient described in NDA #N019962 that is distributed and sold in strengths of 25, 50, 100 and 200 milligrams under the brand name TOPROL-XL® in the Territory by the date of termination by or on behalf of Seller or any of its affiliates.

3product storemeans the exploitation of the Product and, subject to the terms of the AG Agreement, the Authorized Generic Product in the Territory, including research, development, registration, storage, use, transport, import and export of the Product and the Authorized Generic Product, whether in the Territory or outside of the territory, in support of the exploitation of the product and of the authorized generic medicine in the territory, but excluding research, development, registration, storage, use, transport, import and export of the product in the territory in support of the exploitation of the product outside the territory.

3Product contractsmeans the contracts listed inScheme 1.1.6.

3purchase pricehas the meaning given in section 2.3.1.

3Assets purchasedhas the meaning given in section 2.1.1.

3Purchased Contractshas the meaning set forth in Section 2.2.1(a).

3Purchased domain namesmeans the domain names listed inScheme 1.1.7.

3Promotional materials for purchased productsmeans advertising described by the FDA in 21 C.F.R. §§ 202.1(k)(1) and 202.1(l) or other applicable governmental authority and labeling as provided in 21 U.S.C. § 321(m), and as described by the FDA in 21 C.F.R. § 202.1(l)(2), or other applicable government agencies, promotional and media materials (including website content found through purchased domain names), sales training materials

(including medical response information and standard response letters, if any), existing client lists, copayment cards, other marketing data and materials, trade show materials (including displays), sample kits and detail kits and videos, including materials containing clinical data, if any, in each single instance, (a) to the extent used solely for the marketing, promotion, distribution and sale of the Product in the Territory on the Termination Date and (b) with the exception of (i) Direct RX Program logo and all other intellectual property rights and intellectual property rights of Seller, its affiliates or its respective licensors described or contained therein, and (ii) the Excluded Goods, in each case, to the extent in the possession or control of Seller or any of its affiliates.

3Boughtproduct registrationsmeans all books and records (including records of call center activity) relating solely to the Product Business or relating to the Authorized Generic Agreement (including all forecasts, data and other information provided or exchanged pursuant to the terms thereof) (except the Purchased Statutory Agreement Documentation and Promotional Materials for Purchased Products) to the extent (a) actually used by Seller or any of its Affiliates in exploiting the Product or Authorized Generic Product in the Territory or (b) owned, maintained and in possession or control by Seller or any of its Affiliates and reasonably necessary or used to use the Product or Authorized Generic Product in the Territory in which it is used by or on behalf of Seller or any of its Affiliates on the Closing Date, but in all cases except. the Excluded Items and any copyrights or trademarks included therein.

3Regulatory approvals purchasedmeans the regulatory approvals listed underScheme 1.1.8.

3Acquired regulatory documentationmeans, with respect to the Product and the Authorized Generic Product, all (a) documentation including any regulatory approvals acquired, (b) correspondence and reports relating solely to the Product or the Authorized Generic Product in the Territory and necessary or otherwise limiting the ability to distribute, sell or commercially market the Product in the Territory as of the Closing Date submitted or received from Governmental Authorities (including official contact minutes and reports relating to any communication with any Governmental Authority) and, to the extent solely relating to the Territory, relevant supporting documents, including all regulatory drug lists, materials submitted to the FDA pursuant to FDA Form 2253, final versions of advertising and promotional materials, and adverse drug reports (periodical and rapid) and adverse event files , and (c) data (including clinical and pre-clinical data) referred to in any of the foregoing and relating exclusively to the Territory, in each case ((a), (b) and (c)), (x) in extension, possession or control of Seller or any of its affiliates and (y) deleting the Excluded Goods.

3quality agreementmeans the Quality Agreement with respect to the manufacture of the Product to be entered into by the Seller and the Buyer (or their respective Affiliates) on or after the Closing of the Supply Agreement.

3receiving partyhas the meaning given in section 5.4.1.

3Regulatory approvalmeans, with respect to the Product or Authorized Generic Product, any and all approvals (including NDAs and supplements and amendments thereto and

INDs), licenses, registrations (other than manufacturing company registrations) or authorizations from any governmental authority necessary to distribute, sell or commercially market the Product or Authorized Generic Product in the Territory, including pre- and post-approval marketing authorizations and labeling.

3regulatory authoritymeans any government agency having jurisdiction over the application of laws covering the safety, efficacy, reliability, manufacture, investigation, sale or marketing of pharmaceutical or medical products, or which is responsible for issuing technical, medical, scientific, labeling and similar licenses , registrations, authorizations, permissions, certifications, variations, exemptions, orders and approvals necessary for the manufacture or use of the product, including FDA and EMA.

3Representativesmeans the officers, directors, employees, agents, attorneys, consultants, advisors, financiers and other representatives of a party.

3Responsible contract employeehas the meaning given in section 5.16.1.

3Reverse Termination Ratemeans a value equal to [***].

3Royaltiesbetalingerhas the meaning set forth in Section 2.3.1(c).

3second amendmentmeans the Second Amendment to the Credit Agreement attached hereto asExhibition I.

3Sellinghas the meaning set forth in the preamble of this document.

3Seller Companymeans the exploitation of the Product (or any pharmaceutical product containing the API) exclusively outside the Territory and the manufacture of the Product throughout the world, provided that, after Closing, such Product is not exploited in the Territory (except that which sells) Entities or AG Selling Entities).

3Seller's Confidential Informationhas the meaning given in section 5.4.4.

3Seller Disclosure Plansmeans Seller's disclosure plans provided by Seller pursuant to this Agreement.

3Seller's FDA Transfer Lettermeans the letter to the FDA on the attached form asExposureF, transferring the rights of the acquired regulatory approvals issued by the FDA to the purchaser.

3Group of sellershas the meaning given in section 5.12.1.

3Indemnified Sellerhas the meaning given in section 7.1.2.

3Seller objection noticehas the meaning set forth in Section 2.3.1(g).

3Purpose allowed by the sellerhas the meaning given in section 5.4.3.

3seller's areameans the whole world except the territory.

3seller's knowledgemeans the actual knowledge of the persons listed in theScheme 1.1.8, after reasonable investigation within each individual's respective functional areas.

3sales unitmeans Buyer, its Affiliates and each licensee, sublicensee or assignee to whom Buyer or any of its Affiliates has granted a (sub)license in respect of the Product.

3delivery contractmeans the delivery contract to be entered into at Closing by Seller and Buyer (or their respective Affiliates) pursuant to which Seller and its Affiliates deliver the Product and the Authorized Generic Product to Buyer (or its relevant Affiliate) on the terms, i.e. specified inAppendix Gand other terms agreed between Seller and Buyer pursuant to Section 4.6.

3Cash back on taxmeans any statement, statement, report, claim, information statement or statement relating to taxes, including any schedule or schedule, filed or maintained, or required to be filed or maintained, in connection with the calculation, determination, assessment or collection of any tax and includes any amended disclosures required as a result of audit adjustments made by the IRS or other taxing authority.

3taxesmeans all taxes of any kind and all fees, charges, customs, duties, fees, required deposits or other assessments, including all federal, state, local or foreign net income, capital gains, gross income, gross receipts, property , franchise, sales, use, excise, withholding, wages, employment, social security, workers compensation, unemployment, business, equity, transfer, earnings, windfall, equity, assets, transactions and other taxes and any interest, penalties or additions to tax in connection therewith imposed on any person by a tax authority or other governmental authority in accordance with applicable law.

3the tax authoritymeans any governmental authority or quasi-governmental body exercising fiscal authority.

3Territorymeans the United States of America and its territories and possessions.

3Third partmeans any person other than Seller, Buyer and their respective affiliates and successors and permitted assigns.

3Third party claimshas the meaning given in section 7.2.2.

3transaction arbiterhas the meaning set forth in Section 2.3.3(b).

3transfer taxeshas the meaning set forth in Section 5.9.2(a).

3Transitional Service Agreementmeans the Transition Services Agreement, substantially in the form attached asAppendix H.

3I agree VAmeans the Agreement signed on February 11, 2016 and effective April 29, 2016, between AstraZeneca Pharmaceuticals, LP and the US Department of Veterans Affairs.

1.2 construction. Unless the context otherwise requires, whenever used, the singular plural includes the singular plural, the use of any gender must apply to all genders, and the word or is used in the inclusive sense (and/or). Legends in this Agreement are for informational purposes only and in no way define, describe, expand or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. The terms include, include and including mean include, without limitation, include, without limitation and including, without limitation, respectively, and do not limit the generality of any prior description of such term. The language of this Agreement will be deemed to be the language mutually chosen by the parties, and neither party will apply a strict rule of construction. Unless otherwise indicated or where the context otherwise requires, (a) references in this Agreement to any article, section, table or attachment reference to such article, section, table or attachment in this Agreement; (b) references in a section to a clause are references to that clause in that section; (c) hereby and below and words of similar meaning when used in this Agreement refer to this Agreement as a whole and not to any specific provision of this Agreement; (d) references to a person are also to his successors and permitted assigns; (e) references to any Law include any amendment or modification of such Law and any rules or regulations made pursuant thereto, in each case, which were in force at the relevant time of reference; (f) references to any contract, instrument or other document in this Agreement are to such contract, instrument or other document as originally executed or, if subsequently amended, superseded or supplemented from time to time, as amended, superseded or supplemented and in force at the relevant time of reference to this document; (g) length in phrase to length means the extent to which a subject or other thing extends, and such phrase does not mean only if and (h) references to monetary amounts are denominated in US dollars. The Parties jointly participated in the negotiation and drafting of this Agreement, and in case of any ambiguity or question of intent or interpretation, this Agreement will be interpreted as having been drafted jointly by the Parties, with no presumption or burden of proof in favor or disfavor of any party (or any affiliate) by virtue of the authorship of any of the provisions of this Agreement.

ARTICLE 2
SALE AND PURCHASE OF GOODS; OBLIGATIONS

2.1 Sale of acquired assets.

2.1.1 Purchase and sale of acquired assets. Under and subject to the terms of this Agreement and related agreements, Seller shall (or cause its applicable affiliates) to sell, transfer, transfer, assign and deliver to Buyer effective as of Closing, and Buyer shall purchase and accept of Seller (or such Affiliates), all rights and interests of Seller or its Affiliates in and to the following (collectivelyAssets purchased), in each case free and clear of any liens (other than permissible liens):

(em)(i) all rights and interests of Seller or its affiliates under the agreements listed atScheme 2.1.1(a)(i), (ii) the specific rights and interests of the Seller or its affiliated companies, listed on theScheme 2.1.1(a)(ii)under the contracts listed inScheme 2.1.1(a)(ii), in each case ((i) and (ii)), as such schedule may be updated by Seller at least two Business Days prior to the Closing Date to include rights and interests under any written Agreements relating to the Product Business entered into by Seller after the Execution Date in accordance with Section 4.2, in each case, to the extent Buyer elects to accept such Contract in its reasonable discretion or to the extent Buyer has previously consented to Seller entering into such Contract in accordance with Section 4.2 and, in each case, excludes all receivables and all rights, claims or causes of action (including warranty claims) of Seller or its affiliates relating to goods delivered or services rendered to Seller prior to Closing that do not are included in the Acquired Assets (Purchased Contracts);

(b)purchased regulatory approvals;

(c)the acquired regulatory documentation;

(d)the purchased products;

(e)purchased domain names;

(f)the promotional materials for the purchased product;

(g)all economic rights and interests of Seller or its affiliated companies to or in the finished inventory; It is

(h)other assets, property, rights and interests of Seller and its affiliates that are solely related to and used in the Product Business (other than any Excluded Assets that are uniquely related to and used in the Product Business).

2.1.2 excluded assets. Notwithstanding anything to the contrary in this Agreement or any Supplemental Agreement, except for Final Inventory to be purchased pursuant to Section 2.3.3 and the purchase of Product and Authorized Generic Product pursuant to the Supply Agreement, (a) Buyer shall not acquire Excluded Assets under this Agreement or any Supplemental Agreement, (b) Purchased Assets shall not include Excluded Assets, and (c) Seller shall retain Excluded Assets after the Closing Date.

2.1.3 Preservation of rights. Notwithstanding anything to the contrary in this Agreement or any Supplemental Agreement, Seller, on behalf of itself and its affiliates, licensees, sublicensees, licensors and distributors, retains a limited, non-exclusive right of use and reference in, for and under the Acquired Assets (other than purchased agreements, purchased domain names and completed inventory), in each case as necessary or useful to (a) exercise its or its affiliates' respective rights or fulfill its affiliates' respective obligations under this Agreement or any Ancillary Agreements or (b) subject to the provisions of the Ancillary Agreements and Section 5.13, engage in the sale of business.

2.2 Obligations.

2.2.1 Commitments assumed. Under the terms and conditions of this Agreement, Seller shall transfer to Buyer upon Closing, and Buyer shall assume from Seller or its Affiliated Companies the following Obligations of Seller or its Affiliated Companies and agree to pay and release, when due, the following Notes (collectively, but excluding the Excluded Notes, theCommitments assumed):

(em)all liabilities under or relating to the acquired assets or the product business, in each case only to the extent such liabilities relate to the post-closing period; It is

(b)subject to the terms of the Affiliate Agreements and the AG Agreement, all liabilities arising out of or relating to the Product or Authorized Generic Product manufactured or sold by or on behalf of a Seller Entity or an AG Seller Entity on or after Closing.

2.2.2 Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement or any Affiliate Agreement, neither Buyer nor any of its Affiliates shall assume, nor shall be or become liable for, any obligations of Seller or any of its Affiliates, except for obligations assumed , and Excluded obligations remain the sole obligation and responsibility of Seller and its affiliated companies.

2.3 Consideration.

2.3.1 purchase price. Pursuant to and subject to the terms of this Agreement, in consideration of the transfers contemplated in Clause 2.1, Buyer shall (x) at Closing assume obligations undertaken and (y) pay Seller the following amounts (aggregated as, for example, adjusted in accordance with with section 2.3.2,purchase price) (for clarity, the economic value of the finished stock must be paid according to item 2.3.3):

(em)Buyer shall pay Seller at Closing an amount equal to $175,000,000 (final payment) by wire transfer of immediately available funds to the account designated by Seller upon written notice to Buyer at least five Business Days Prior to the Closing Date.

(b)In addition to the Final Payment and all royalty payments, Buyer shall (or cause one of its Affiliates to pay) (by wire transfer of readily available funds to an account specified in writing by Seller to Buyer) to Seller the following amounts (Opayments per milestone) upon the occurrence of each of the events described in clauses (i) to (iii) below (each, oneoutstanding event):

(eu) [***];

(ii) if aggregate net sales for a calendar year equal or exceed [***], Buyer shall (or cause one of its affiliates to make) a payment of [***] to

Seller on or before [***] such payment shall be made by wire transfer of immediately available funds to an account specified in writing by Seller to Buyer;

(iii) on or before [***] days after the first calendar year in which total net sales for a calendar year is equal to or greater than [***], Buyer shall (or cause one of its Affiliates) pay Seller [***], such payment shall be made by bank transfer of readily available funds to an account specified in writing by Seller to Buyer; It is

(iv) on or before [***] days after the first calendar year in which total net sales for a calendar year is equal to or greater than [***], Buyer shall (or cause one of its Affiliates) pay Seller [***], such payment shall be made by wire transfer of readily available funds to an account specified in writing by Seller to Buyer.

(c)In addition to Final Payment and Milestone Payments, Buyer shall (or cause one of its Affiliates to do so) pay (by wire transfer of immediately available funds to an account specified in writing by Seller to Buyer) Seller quarterly, with each payment due within [***] days after the end of the relevant calendar quarter, royalty payments (Royaltiesbetalinger) corresponding to 15% of total net sales for that calendar quarter. All royalty payments must be made by wire transfer from readily available funds to an account specified in writing by Seller to Buyer.

(d)As of Closing, Buyer will cause each Seller Entity and AG Sales Entity that is an Affiliate of Buyer, and will use commercially reasonable efforts to cause each Seller Entity and AG Sales Entity to use diligent efforts to exploit the Product and the authorized generic product, as the case may be, in the territory;offeredthat this Section 2.3.1(d) will not be deemed in breach by Buyer provided that (1) such breach is fully cured and (2) such breach is fully cured by the 20th business day after receipt; by Buyer upon written notice of such breach by Seller.

(e)By September 1 of each calendar year, Buyer shall deliver to Seller a report indicating Buyer's non-binding projected net sales for each Product, the Authorized Generic Product and each other Authorized or Proprietary Generic Product (if any) in a calendar month for calendar month for the remainder of the current calendar year and the following calendar year. [***]

(f)From the calendar quarter in which the closing takes place, the buyer must deliver to the seller a declaration (aNet billing statement) within [***] days after the end of each calendar quarter (or, with respect to any calendar quarter in which Seller or its Affiliates provide a report of net sales for the last calendar month of such calendar to Buyer or its Affiliates Quarter in in accordance with Schedule 2.1.7 of the Transition Services Agreement, within [***] days after Seller delivers the Net Sales Report to Buyer) which shows, in specific detail reasonable for such period , (i) the Net Sales amount for each Product, the Authorized Generic Product and another Authorized or Proprietary Generic Product (if any), (ii) taking into account all applicable deductions, a detailed calculation of the Product's net sales, the Authorized Generic Product and other Authorized Products or Owned Generic Product (if any), (iii) the

amount, if any, of Milestone Payments or Royalty Payments, as applicable, payable to Seller pursuant to Section 2.3.1(b) or Section 2.3.1(c), if any, as a result of the amount of such Net Sales for such. Calendar Quarter and (iv) the items in items (i) through (iii) above for the entire calendar year to date and a reconciliation of the amounts set forth in the Quarterly Statements of Net Sales previously provided for that calendar year to the amounts set forth in such Statement of Net Sales.

(i) In the event Buyer, in connection with such reconciliation, determines that it has made Milestone Payments or Royalty Payments, as applicable, to Seller with respect to a prior quarter in excess of the applicable Milestone Payment or Royalty Payment that is applicable, Buyer immediately notify Seller of its decision and, subject to Section 2.3.1(g) below, shall be entitled to deduct the amount of such overpayments from Milestone Payments or Royalty Payments to Seller for the following calendar quarter (and, if (if applicable), successive calendar quarters until the amount of the overpayment is reduced to zero).

(ii) In the event that Buyer, in connection with such reconciliation, determines that additional Milestone Payments or Royalty Payments are due to Seller with respect to applicable Milestone Payments or Royalty Payments for a prior quarter, it shall notify immediately Seller of its determination and, in accordance with Section 2.3.1(g) below, pay such amounts to Seller within [***] days after the end of the calendar quarter in which such underpayment was discovered.

(g)Upon Seller's reasonable request, Buyer shall cause each Seller Entity and Selling Entity AG that is an Affiliate of Buyer, and shall use commercially reasonable efforts to have each Seller Entity and Selling Entity AG provide Seller with information of reasonable backups used to prepare a net sales statement provided below. Buyer will cause each Seller Entity and AG Seller that is an Affiliate of Buyer, and will use commercially reasonable efforts to cause each Seller and AG Seller to maintain records reasonably necessary to support net sales calculations, as stated on each statement of net sales. Seller shall cause, shall cause each Seller Entity and AG Selling Entity that is an Affiliate of Buyer to, and shall use commercially reasonable efforts to cause each Seller and AG Seller Entity to make such records available for inspection and audit by the seller. or its respective authorized representatives within reasonable time periods and with reasonable notice for a period of three years after receipt by Seller of a Statement of Net Sales to which these records relate. Each net sales statement and all records of Buyer and other Sellers and AG Sellers subject to inspection pursuant to this Section 2.3.1(g) shall be Buyer's Confidential Information subject to the confidentiality obligations set forth in Section 5.4. 3. If, as a result of such audit or inspection, Seller reasonably concludes that Buyer has reported insufficient or excessive net sales for an audited period and that the amount of net sales for that audited period is such that Seller has reasonably determined that a Milestone Payment or Payment of royalties, as applicable, becomes due and payable in accordance with Section 2.3.1(b) or Section 2.3.1(c), Seller shall advise Buyer of net sales for the revised period as calculated by Seller in a written notice (theSeller objection notice) to explain Seller's calculation of such net sales in a reasonable manner

detail. Unless and to the extent Buyer disputes Seller's calculation of net sales set forth in such Seller Objection Notice, net sales for such revised period shall be deemed to be the amount set forth in such Seller Objection Notice and if , based on such calculation, any additional amounts payable to Seller pursuant to Section 2.3.1(b) or Section 2.3.1(c), Buyer shall pay such amounts to Seller on the earlier payment date contemplated in Section 2.3.1, or on the date which is 35 days after Seller's receipt of such notice of objection from Seller. If Buyer objects to Seller's calculation of net sales as set forth in such Seller's Notice of Objection within 30 days of receipt of such notice, Buyer shall notify Seller in writing (buyer's objection) within that 30 day period and the parties will attempt to resolve such dispute amicably and, if they are unable to do so, they (unless the parties mutually agree to continue their efforts to resolve such dispute) will submit the dispute for resolution by Auditors . Auditors will be instructed by an engagement letter to resolve only those matters set forth in the Purchaser's Notice of Objection that remain in dispute and not to independently investigate any matter. Buyer and Seller agree to provide the auditors with such persons and information, books and records as may reasonably be required by the auditors to make their final determination. Buyer and Seller shall also instruct Auditors to make their reasoned decision in writing as soon as possible, but in no event later than 30 days from the date on which information about unresolved objections was submitted to Auditors by Buyer and the seller. With respect to each disputed item, such determination, if inconsistent with Buyer's or Seller's position, shall not exceed the greater, or less than the lesser, of the amounts proposed by Seller in the Notice of Objection by Seller or Buyer to Buyer. Notification of Objection with respect to such Disputed Item. The costs of the audit by the auditors will be borne by the seller, unless the auditors conclude that there is a deviation that results in a payment to the seller of more than [***] of the reported amounts of milestone payments or royalty payments, as case may be relevant. , in which case the Purchaser bears the Auditors' expenses. The auditors' decision on the amount of net sales for any applicable period is final (absence of manifest error). If (x) the Auditors conclude that the Net Sales Value for any applicable period is such that any Milestone Payment or Royalty Payment, as applicable, is payable to Seller in accordance with Section 2.3.1(b) or Section 2.3.1(c) ), then Buyer shall pay such Milestone Payment or Royalty Payment, as applicable, [***] to Seller or (y) Auditors conclude that overpayments were made during such period, then Seller shall refund such excess payments to Buyer, in each case, with such payment to be made on or before the date which is 30 days after receipt of portions of the auditors' final written report, such payment to be made by wire transfer immediately available funds to an account specified in writing by Seller to Buyer or Buyer to Seller, as applicable.

(h)[***].

(EU)Any transfer, sale, license, transfer or other disposition of any acquired regulatory approval, the AG Agreement or any substantial right (including Licensed Trademarks) relating to a Product by a Seller Entity or AG Selling Entity (except for commercial sales of stock of the Product in the ordinary course of business) will require the assignee, licensee or assignee to agree to be bound by obligations relating to Milestone Payments and Royalty Payments (including, for clarity, Section 2.3.1(b)

until 2.3.1(j)) and, in such case, it will be considered as a Selling Entity or AG Selling Entity, as the case may be. Buyer will remain primarily responsible for paying the Milestone Payments and Royalty Payments to Seller regardless of any transfer, sale, license, assignment or other arrangement.

(j)Notwithstanding anything to the contrary in this Agreement, upon the occurrence of an Event of Insolvency with respect to Buyer or an Affiliate of Buyer that controls Buyer, 100% (i) of the then unpaid Milestone Payments relating to any Milestone Event that has been achieved, or (ii) then unpaid royalty payments relating to any net sales which, in either case, occurred on or prior to such Insolvency Event will be brought forward and due immediately;since however, that in an event pursuant to Title 11 of the United States Bankruptcy Code, if Buyer enters into this Agreement pursuant to Section 365 of Title 11 of the United States Bankruptcy Code and cures all outstanding defaults, including all for both monetary and non-cash defaults, within five business days of filing an application approving such assumption, such unpaid Milestone Payments and any Payment of Royalties shall not be deemed to have been prepaid pursuant to this Section 2.3.1(j ), but will remain due and payable in accordance with the Terms and subject to the conditions set out in this section 2.3.1. Nothing in this Agreement shall be construed, expressly or by implication, as consent or agreement by or on behalf of Seller to any proposed action by Buyer in a bankruptcy proceeding, including any proposed assumption, assumption and assignment or other provision of this Agreement.

2.3.2 Attribution of remuneration. Buyer shall allocate the Purchase Price (and liabilities assumed, to the extent due consideration is given under applicable tax laws) among the assets acquired in accordance with applicable tax laws (Allocation) before or within 90 days after Closing and will deliver to Seller a copy of such Award immediately after such determination. Seller shall have the right to review and make any reasonable written objections to the Prize during the 10 day period after receipt thereof. If Seller disagrees with respect to a Prize item, the Parties will negotiate in good faith to attempt to resolve the dispute. Each party shall be entitled to allocate the Purchase Price (and liabilities assumed, to the extent of due consideration for applicable tax law) among the acquired assets in its sole discretion, if the parties fail to agree on an allocation, despite your good faith dealings.

2.3.3 finished inventory.

(em)Within 10 days of the closing date, the seller must ensure that an invoice is drawn up and delivered to the buyer (final inventory declaration), which should include reasonably detailed calculations for the ending inventory value, including a list of inventory, by SKU, the ending inventory as of the closing date, the quantity of each item in the ending inventory, and the remaining shelf life of the item from of Date. Closing inventory shall be based on a system count of finished inventory performed within 10 days of the Closing Date. Buyer shall, with reasonable notice within normal business hours, be permitted to (i) discuss Final Inventory with relevant Seller representatives and (ii) have reasonable access to such Seller working papers as necessary to confirm the calculation of the Ending stock value seller.

(b)In the event Buyer disputes Seller's calculation of the Ending Inventory Value as stated in the Ending Inventory Summary, within 30 days of receipt of the Ending Inventory Statement, Buyer shall notify Seller in writing within that 30 day period (Notice of Objection to Closed Inventory), and the parties will attempt to resolve any dispute amicably within 30 days of Seller's receipt of the closed stock objection notice and, if unable to do so, will do so (unless the parties mutually agree to continue their efforts to resolve such dispute) submit the dispute for resolution by the auditors, or if the auditors are unwilling or unable to serve, then to a mutually agreed and jointly appointed independent and impartial certified public accountant who is a partner of a nationally recognized accounting firm in the United States Declares that it is not the auditor or independent auditor and is otherwise independent of the parties and any of their respective affiliates (the auditors or other auditor,transaction arbiter) for final and binding arbitration in New York, New York. The transaction arbitrator will be instructed by an engagement letter to resolve only those matters set forth in the Final Inventory Objection Notice that remain in dispute and not to independently investigate any matter. Buyer and Seller agree to provide the Transaction Arbitrator with such persons and information, books and records as may reasonably be required by the Transaction Arbitrator to make its final decision. Buyer and Seller shall also instruct the Transaction Arbitrator to submit its reasoned decision in writing as soon as possible, but in no event later than 30 days from the date on which information regarding the outstanding objections was submitted to the Transaction Arbitrator. by Buyer and Seller. With respect to each disputed item, such determination, if inconsistent with Buyer's or Seller's position, shall not exceed the greater, or less than the lesser, of the amounts proposed by Seller in Final Stock or Buyer in the notice of objection of final inventory in respect of such disputed item. The auditors' or Transaction Arbitrator's fees and expenses will be paid by Buyer if the auditors (or the Transaction Arbitrator, if applicable) conclude that the Closing Inventory Amount is greater than or equal to the amount stated in the Closing Inventory Statement or by Seller if the auditors (or the Transaction Arbitrator, if applicable) conclude that the ending inventory value is less than the amount stated on the ending inventory statement. The determination of the auditors (or the Transaction Arbitrator, if applicable) of the final value of the inventory will be final (no manifest error).

(c)If Buyer and Seller decide to determine the Closing Stock Value during the 30-day period referred to in Section 2.3.3(b), the Closing Stock Value agreed by the Parties shall be deemed to beClosing value of ending inventory. If the Closing Stock Amount is determined by the Auditors or the Transaction Arbitrator, as applicable, pursuant to the terms of this Section 2.3.3, such Closing Stock Amount will be deemed the Closing Stock Amount. If the buyer fails to do so in a timely manner. dispute the original ending stock statement within 30 days of receiving it, the ending inventory value proposed by the seller on his ending inventory statement will be deemed the ending inventory value.

(d)The buyer must pay the seller an amount corresponding to the lower of (i) the final value of the final stock and (ii)[***] in cash by bank transfer immediately available

funds to the account specified by Seller in the Closing Stock Summary within five Business Days after the date on which the Closing Stock Value is finally determined in accordance with this Section 2.3.3.

(e)Until (i) the sale of the Completed Inventory to a Third Party Customer and (ii) the transfer of the Completed Inventory to the Purchaser or its applicable Affiliate, in either case pursuant to the Transition Services Agreement, (A) Seller or its Applicable Affiliate; Company will retain title to the Completed Inventory and (B) physical possession of and risk of loss with respect to such Completed Inventory will remain with Seller or its applicable affiliate. Upon Closing and prior to the transfer of title to Completed Inventory pursuant to the Transition Services Agreement, Seller shall be responsible for replacing such Completed Inventory in the possession of Seller or its Affiliates that is damaged or destroyed with inventory it has a remaining utility life of at least 32 months. Notwithstanding anything else in this Agreement, title to Finished Inventory shall pass from Seller to Buyer, an Affiliate of Buyer or the applicable Third Party Customer upon delivery of such Finished Inventory.

2.4 Close.

2.4.1 Close. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated herein (Close) will be held at the Washington, DC office of Covington & Burling LLP. at 10:00 am local time on a business day on a date no later than three business days after all conditions (except those pursuant to your terms) are met. must be satisfied or taken at Closing) set forth in Article 6 (or, to the extent permitted by applicable law, waived by the party entitled to the benefits thereof), or at such other time and place as Buyer and Seller must agree in writing . Closing will be deemed to have occurred at 12:00 am Eastern Time on the Closing Date, so that Buyer will be deemed to be the owner of the Assets purchased as of the Closing Date.

2.4.2 Completion of deliveries.

(em)Unless otherwise specified below, Seller shall deliver the following to Buyer at Closing:

(i) each of the Affiliate Agreements (except the Novation Agreement, the Pharmacovigilance Agreement and the Quality Agreement) to which Seller or any of its Affiliates is a party, validly signed by a duly authorized representative of Seller or its Affiliate applicable;

(ii) a receipt confirming receipt of Final Payment in fulfillment of Buyer's obligations under Section 2.3.1(a), validly signed by a duly authorized representative of Seller;

(iii) the tangible assets acquired;offered, that (A) the delivery shall, unless the parties mutually agree otherwise, take place at the places and times specified inScheme 2.4.2(a)(iii), and (B) Seller may retain copies of the Purchase Order

Documentation and Records of Purchased Goods included in the Purchased Goods and Purchased Contracts (and, for the avoidance of doubt, prior to the delivery or availability of files, documents, instruments, papers, books and records containing Records of Purchased Products or constituting Regulatory Documentation for the Buyer, Seller is entitled to remove any information from such files, documents, instruments, papers, books and records to the extent not related to the Business of the Product); It is

(iv) a certificate, dated on the Closing Date, validly signed by a duly authorized Seller, certifying that all the conditions established in Clause 6.2.1, Clause 6.2.2 and Clause 6.2.3 have been met.

(b)At Closing, Buyer must deliver the following to Seller:

(i) each of the Affiliate Agreements (except the Pharmacovigilance Agreement and the Quality Agreement) to which Buyer or any of its Affiliates is a party, validly signed by a duly authorized representative of Buyer or its applicable Affiliate;

(ii) the final payment in accordance with Section 2.3.1 (together with a US Federal Reserve reference or similar number evidencing that such payment was made); It is

(iii) a certificate, dated as of the Closing Date, duly signed by a duly authorized employee of Buyer, certifying that all conditions set forth in Section 6.3.1 and Section 6.3.2 have been met.

(c)Buyer shall conduct a quality and completeness review of Purchased Regulatory Documentation transferred to Buyer pursuant to Section 2.4.2(a)(iii) immediately following such transfer and shall, within 30 days of such transfer, notify Seller by writing about problems or issues experienced by Buyer relating to the completeness, navigation or readability of such transferred Purchased Regulatory Documentation which Buyer reasonably and in good faith believes to be related to the transfer of such Purchased Regulatory Documentation (and not, for example, related to the ability or compatibility of Buyer's system). Seller shall use commercially reasonable efforts to assist Buyer in resolving such problems or issues (if any) as soon as possible after Seller's receipt of Buyer's notice.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

3.1 Seller's Representations and Warranties. Seller represents and warrants to Buyer the following, with each representation and warranty subject to such exclusions, if any, as set forth in the corresponding section of Seller's Disclosure Attachments. Information in any section or sections of Seller's Disclosure Forms shall be considered disclosure with respect to other sections or sections of this Agreement to the extent that it is reasonably apparent from such disclosure that such disclosure applies to such other sections or sections.

3.1.1 Device status. The seller is a duly incorporated company, validly existing and in good standing according to Swedish law. Seller is duly qualified to do business and in good standing (to the extent such concept is recognized by the relevant jurisdiction) in each jurisdiction where ownership of the acquired assets or operation of the product business so requires, except to the extent that failure it would be unreasonable to expect that being so qualified to conduct business or in good standing would constitute a material adverse effect.

3.1.2 Authority.

(em)Seller has the necessary corporate power and authority to (i) own, use and operate the Purchased Assets and conduct the Product Business as now conducted, and (ii) enter into this Agreement and the related agreements to which it is a party, which it will perform its obligations hereunder and hereunder and to complete the transactions contemplated by and hereby. The performance and delivery of this Agreement and the related agreements to which Seller is a party and the consummation of the transactions contemplated herein and, therefore, have been duly authorized by all necessary corporate acts of Seller. This Contract (subject to proper authorization, execution and delivery thereof by Buyer) constitutes and each Supplementary Contract to which it will be a party when executed and delivered by Seller (subject to proper authorization, execution and delivery thereof by each of the other parties). ), constitute Seller's valid and legally binding obligation enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar common law affecting or relating to the enforcement of creditors' rights under general and subject to equitable principles of general applicability, whether considered in litigation or in equity (theApplication exceptions).

(b)Each Affiliate of Seller that will enter into an Affiliate Agreement has the necessary unitary power and authority to perform its obligations under each Affiliate Agreement to which it will be a party and to consummate the transactions contemplated therein. The execution and delivery of the Affiliate Agreements to which any Seller's Affiliate will be a party and the consummation of the contemplated transactions have been duly authorized by all necessary organizational actions of such Affiliate. Each Affiliate Agreement, when executed and delivered by an Affiliate Seller that will be a party to it (subject to proper authorization, execution and delivery thereof by each of the other parties), will constitute such Affiliate's valid and legally binding obligation, which is enforceable against such Affiliate in accordance with its terms, subject to exceptions to performance.

3.1.3 non-infringement. Seller's performance, delivery and performance of this Agreement and each Affiliate Agreement to which it is a party, and each Seller's Affiliate's performance, delivery and performance of each Affiliate Agreement to which such Affiliate Agreement will form a part, shall not and shall not (a) violate the certificate of incorporation or operating agreement or comparable organizational documents of Seller or any Affiliate, (b) subject to compliance with the HSR Act or any applicable foreign competition law, violate any Law applicable to Seller or to such Company Associate, as applicable, the Company of the Product or Purchased Assets, (c) subject to obtaining consents, permissions and authorizations, submission of notices and filing requests referred to in Section 3.1.5(b), (i) infringes, violates or constitutes a standard under,

result in the termination or cancellation of, acceleration of, any right or obligation of Seller or any Affiliate under, or require any other notice, consent or waiver under, any agreement or permission to which Seller or such Affiliate is a party, or as possibly under the Assets Purchased is subject to, and which in each case is necessary for carrying out the Business of the Product, or (ii)(A) violates any order to which the Seller or any of its Affiliates is subject in connection with the Product Business, or ( B) require from Seller or any of its Affiliates any registration or authorization, consent or approval of any Governmental Authority or (d) result in any Lien (other than a Permissible Lien) on any Purchased Asset, except in the case of (b) or (c), for such breaches, breaches, defaults or terminations that are not expected to be material to the Business Products or the assets purchased.

3.1.4 No broker. There is no broker, finder or financial adviser acting or having acted on behalf of Seller or any of its affiliates who is entitled to receive any broker, finder or financial adviser fee from Buyer or any of its associated companies in connection with the transactions covered by this agreement.

3.1.5 No lawsuits; Consent.

(em)(i) As of the Execution Date, there are no legal proceedings pending or, to Seller's knowledge, threatened in writing against Seller or any of its Affiliates before any governmental authority with respect to the Business Product or the Assets Purchased or the transactions covered by this Agreement and the Related Agreements, and (ii) there is no Order to which the Seller or any of its Affiliates is subject with respect to the Product Business or the Purchased Assets or the transactions contemplated by this Agreement and the Agreements of Affiliate, except, in each case ((i) and (ii) immediately above), for such lawsuits and orders that are not expected to be material to the Product Company or the Purchased Assets.

(b)Except for (i) if necessary, applications under the HSR Act and any corresponding application under applicable foreign competition laws and the expiration of any applicable waiting periods, (ii) consents, permissions or authorizations not received; or statements, applications or records that, if not made, would not materially and adversely affect the Business of the Product or the Purchased Assets, (iii) consents, permissions, authorizations, statements, filings or records that became effective only as a result of the status Buyer's or its affiliates' specific regulatory framework and (iv) articles disclosed inSection 3.1.5(b)in Seller's Disclosure Plans, no notice, filing, permission, approval, waiver or consent from any governmental authority or other person is required for Seller or any of its Affiliates to complete the transactions contemplated herein or in the Agreements.

3.1.6 Assets purchased.

(em)Seller, or its Affiliates, have good title or valid contractual rights, as applicable, to the Purchased Assets, free and clear of all Liens other than Permitted Liens.

(b)Subject to receipt of all necessary third party authorizations for the transfer of acquired assets and, other than accounts receivable, cash and other working capital items, employees involved in the product business (and assets related to such employees), tax attributes and goodwill associated with the business of the product, manufacturing-related assets (including inventory and contracts), information technology and other corporate assets and rights provided or made available by Buyer and its Affiliates pursuant to this Agreement or the Affiliate Agreements and other intangible assets for the performance of the Product Business, the Purchased Assets and intellectual property licensed to Buyer or its Affiliates under the License Agreement constitute all right, title and interest owned by Seller or any of its Affiliates in assets related solely to the Product or the Product Business. The Purchased Assets and Intellectual Property licensed to Buyer or its Affiliates under the License Agreement constitute all assets necessary and sufficient for the performance of the Product Business in all material respects conducted by Seller and its associated companies since January 1 2016 and are currently operated by Seller and its affiliates, except for (a) Accounts receivable, cash and other working capital items, (b) employees involved in the Product Business (and assets related to those employees), (c ) Taxable property and goodwill associated with the Product Business, (d) production-related assets (including inventory and contracts), information technology and other corporate assets and rights provided or made available by Buyer and its Affiliates pursuant to this Agreement or the Agreements of Affiliates and (e) the assets listed inSection 3.1.6of the Seller Disclosure Forms.

3.1.7 financial information.Section 3.1.7on Seller's Disclosure Forms sets out a statement of direct income and expenses, in each case attributable to the Product and the Authorized Generic Product, for (x) the year ended December 31, 2015 and (y) for the six months ended December 30 . June 2016 (theFinancing overview). The financial statements (i) are prepared from Seller's books and records and reflect actual transactions only, and (ii) give a true and fair view, in all material respects, of direct income and expenses, in each case attributable to the Product, for the indicated periods.

3.1.8 Contracts. Each of the Purchased Agreements and Product Agreements is in effect and constitutes a legal, valid, and binding agreement between Seller or an Affiliate of Seller and, to the knowledge of Seller, each of the other parties, which is enforceable in accordance with its terms, subject to exceptions to applicability. Seller is not, and to Seller's knowledge, no other party is in material default or material default in the performance, compliance or fulfillment of any obligation or agreement contained in any Purchase Agreement or any Product Agreement. As of the Execution Date, Seller has not given or received from any other party to a Purchased Contract or Product Contract written notice of such alleged breach. As of the Execution Date, Seller has not given any written notice to any third party of a Purchased Contract or Product Contract that it intends to terminate such Purchased Contract or Product Contract and has not received any written notice from such third party. Party stating that such Third Party intends to terminate or substantially reduce its dealings with Seller under any Purchased Contract or Product Contract. True and complete copies of all Purchased Contracts and the Master Product Contract have been made available to Purchaser.

3.1.9 Compliance with the law. Seller and its affiliates with respect to

the operation of the Product Business, is and as of January 1, 2015 is in compliance with all laws applicable to the Product Business and the acquired assets, including (a) any applicable law governing the approval, manufacture, sale, marketing, promotion, or distribution of drugs and the purchase or prescription or reimbursement of drugs by any governmental agency, private health plan, or other person, and (b) the federal Anti-Bribery Statute (42 U.S.C. § 1320a-7(b) ), the False Claims Act (42 U.S.C. § 3729 et seq.), U.S. Foreign Corrupt Practices Act of 1977 (15 U.S.C. § 78 et seq.), UK Bribery Act 2010, any other applicable anti-corruption or bribery laws applicable to Seller or its Affiliates in connection with the operation of the Products Business, Health Insurance Portability and 1996 Responsibility (42 U.S.C. §1320d et seq., 42 U.S.C. § 300jj et seq.; 42 U.S.C. § 17901 et seq.), to the extent applicable. , and any comparable foreign, state or local law, in each case, except for noncompliance that is not expected to constitute a Material Adverse Effect. During the two years prior to the Execution Date, neither Seller nor any of its Affiliates received any written notices, including warning letters, notices of adverse findings or notices of deficiencies, or similar notices of any alleged violation of any law relating to a , The Business of the Product, the Production of the Product or the Authorized Generic Product, the assets acquired or the responsibilities assumed.

3.1.10 Absence of certain changes or events.

(em)From December 31, 2015 to the signing date, there were no material adverse effects.

(b)From December 31, 2015 until the Execution Date, except for transactions contemplated by this Agreement and the Related Agreements, (i) Seller and its Affiliates conducted Product Business in all material respects in the ordinary course of business and ( ii)) Seller and its affiliates, with respect to the Product Business, have not taken any action that would require Buyer's written consent pursuant to Section 4.2.2 if such action had been taken during the Pre-Closing Period.

3.1.11 regulatory issues.

(em)Seller or an affiliate of Seller holds all acquired regulatory approvals. Regulatory approvals purchased are valid and in full force and effect. No action is pending or, to Seller's knowledge, threatened in writing with respect to the validity or revocation of any Purchased Regulatory Approval. As of the Execution Date, neither Seller nor its Affiliates have received any written notice from any Governmental Authority threatening to withdraw or suspend any Purchased Regulatory Approval. Neither Seller nor any of its Affiliates is in material breach of the terms of any Purchased Regulatory Approval.

(b)During the two years prior to the date of execution, there has been no recall or recall or replacement performed by or on behalf of Seller with respect to the Product or, to Seller's knowledge, the Authorized Generic Product or to Seller's knowledge, any recall of product, recall or replacement performed by or on behalf of a third party as a result of any alleged defect in the Product or the Authorized Generic Product. Seller has made copies of material claims and notices of allegations available to Buyer

defect or adverse reaction to the Product or the Authorized Generic Product received in writing by Seller and its affiliates during the two years prior to the date of execution. During the two years prior to the Execution Date, all material documents, statements, records, records, notices, reports or submissions, including adverse events or other safety reports, filed by Seller and any of Seller's Affiliates relating to the Product or Authorized Generic Product was filed on time, was in material compliance with applicable law when filed, and was complete and accurate in all material respects when filed.

(c)During the two years prior to the Execution Date, the Product distributed and sold in the Territory and the Authorized Generic Product were manufactured in compliance with all relevant aspects of applicable law, including cGMP and applicable regulatory approvals. None of the Sellers, any of the Seller's Affiliates or, to the knowledge of the Seller, any Third Party engaged by the Seller in connection with the manufacture of the Product or the Generic Product Authorized for distribution and sale in the Territory, received in the two years prior to the date of execution or subject to any warning letter or notice of deficiency in relation to any facility that manufactures the product or the authorized generic product for distribution and sale in the territory.

3.1.12 excluded employees. During the three years prior to the Execution Date, no Seller or any of its Affiliates or employees or, to the knowledge of Seller, any consultant who has performed activities for or on behalf of Product Company, has been excluded or deemed subject to exclusion under section 306 of the Act or, to Seller's knowledge, such persons are subject to a judgment described in such section.

3.1.13 Intellectual property.

(em) Section 3.1.13i Seller Disclosure Schedules list all pending and issued trademark registrations for Licensed Trademarks in the Territory. Seller or one of its affiliates owns all right, title and interest in all trademark registrations for such Licensed Trademarks in the Territory.

(b)As of the Execution Date, to the best of Seller's knowledge, there are no Disputes currently pending and Seller has not received, in the two years prior to the Execution Date, any written notice from a third party claiming that (i) the Product or Products Authorized Generics the conduct of the Product or the Product Business as currently conducted infringes (or previously infringes) any intellectual property right of such Third Party or (ii) any of the Licensed Trademarks is invalid or unenforceable, or challenges the ownership of the Seller or any of its Licensed Marks affiliates.

(c)To the best of Seller's knowledge, neither the operation of the Product Business as currently conducted nor the Exploitation of the Product or Authorized Generic Product, in each case as currently operated in the Territory, infringes the intellectual property rights of any person. .

3.1.14 tax issues. Except when it would not reasonably be expected to have a

Adverse material effect:

(em)Seller has timely paid all taxes due and payable by Seller, failure to pay which would result in a lien on any purchased asset, adversely affect the Product's business, or result in Buyer's liability;

(b)In accordance with generally accepted accounting principles applied consistently with prior periods, Seller has established sufficient reserves for the payment and will pay timely all Taxes arising out of or relating to the assets acquired or the operation of the Product Business and is incurred or attributable the Tax Period prior to Closing, failure to pay would result in a Lien on any Purchased Asset otherwise adversely affecting the Business of the Product or resulting in Buyer's liability; It is

(c)there are no tax liens on any of the acquired assets other than allowable liens.

3.1.15 finished inventory.Section 3.1.15on seller information forms provide a complete and accurate list of finished inventory as of September 28, 2016, including (a) the quantity of each item, listed by SKU, in finished inventory as of that date, (b) the lead time remaining validity thereof from that date and (c) the cost of such finished product inventory. Finished inventory is usable or salable in the ordinary course of business. None of the completed inventories are out of date or expired. No finished stock is held on consignment.

3.1.16 product liability. There are no outstanding or, to the best of Seller's knowledge, threats, product liability, warranty, or similar third-party claims against Seller or any of its affiliates (whether based in contract or tort and relating to personal injury, including death, property damage or financial loss) in connection with the Product Business.

3.1.17 certain financial information. As of the execution date [***].

3.2 Buyer's Declarations and Warranties. Buyer represents and warrants to Seller the following, with each representation and warranty subject to such exclusions, if any, as set forth in the relevant section of Buyer's Disclosure Forms. Information in any section or sections of Buyer's Disclosure Forms will be considered disclosure with respect to other sections or sections of this Agreement, to the extent that it is reasonably apparent from such disclosure that such disclosure applies to other sections or sections:

3.2.1 company status. Each of the Purchasers and each Purchaser's Affiliate specified as part of any Additional Agreement is a duly organized, validly existing, legal entity in good standing (to the extent such concept is recognized by the applicable jurisdiction) under the laws of the jurisdiction of its organization or incorporation.

3.2.2 Authority.

(em)Buyer has the necessary organizational power and authority to enter into this Agreement and the related agreements to which it is a party, to perform its obligations hereunder and hereunder, and to consummate the transactions contemplated by and hereby. The execution and delivery of this Agreement and related agreements to which the Purchaser is a party and the consummation of the transactions contemplated herein and, therefore, have been duly authorized by the Purchaser's necessary organizational actions. This Contract (subject to Seller's proper authorization, performance and delivery) constitutes and each Supplementary Contract to which Buyer will be a party when executed and delivered by Buyer (subject to each other's proper authorization, performance and delivery). , shall constitute Buyer's valid and legally binding obligation, which may be enforced against Buyer in accordance with its terms, subject to exceptions to enforceability.

(b)Each Affiliate of Buyer that will enter into an Affiliate Agreement has the necessary organizational power and authority to perform its obligations under each Affiliate Agreement to which it will be a party and to complete the transactions contemplated therein. The execution and delivery of the Affiliate Agreements to which any Affiliate of Buyer will be a party and the consummation of the contemplated transactions have been duly authorized by all necessary organizational actions of such Affiliate. Each Affiliate Agreement, when executed and delivered by an Affiliate to the Purchaser who is a party thereto (subject to the proper authorization, execution and delivery thereof by each other person), shall constitute such Affiliate's valid and legally binding obligation which is enforceable against such . Affiliate in accordance with its terms, subject to exceptions to performance.

3.2.3 non-infringement. Buyer's performance, delivery and performance of this Agreement and each Affiliate Agreement to which it will be a party, and Buyer's performance, delivery and performance of each Affiliate Agreement to which such Affiliate is a party, does not and will not (an ) violate Buyer's or any Affiliate's certificate of incorporation or bylaws or comparable organizational documents, as applicable, (b) subject to compliance with the HSR Act or any applicable foreign competition law, violate any law applicable to Buyer or this Affiliate, as applicable, or (c) subject to obtaining the consents, permissions and authorizations, delivering notices and filing orders referred to in Section 3.2.5(b), (i) violate any order that Buyer or any of its Affiliates is subject to or (ii) requires from Buyer any submission or authorization, consent or approval of any governmental authority, except in the case of (b) or (c), for such breaches, breaches, defaults or terminations than reasonably expected that would have a material adverse effect on Buyer.

3.2.4 No broker. There is no broker, finder, financial adviser or other person acting or having acted on behalf of Buyer or its affiliates who is entitled to receive any broker, finder or financial adviser fee from Seller or any of its affiliates in connection with transactions covered by this agreement.

3.2.5 No lawsuits; Consent.

(em)(i) There is no legal proceeding pending or, to Buyer's knowledge, threatened in writing against Buyer or any of its Affiliates before any governmental authority with respect to the Product Company or the Purchased Assets or the transactions contemplated by this Agreement; and Related Agreements, and (ii) there is no Order to which Buyer or any of its Affiliates is subject with respect to the Product Deal or the Purchased Assets or the transactions contemplated by this Agreement and the Related Agreements, except in each case (( i) and (ii) immediately above) for such procedures and orders that are not expected to have a material adverse effect on the buyer.

(b)Except (i) if necessary, filings under the HSR Act and any comparable filings under applicable foreign competition laws, and expiration of waiting periods, (ii) consents, permissions or authorizations not received or representations; applications or registrations that, if not made, would not materially and adversely affect the Product Business or the assets acquired, (iii) consents, permissions, authorizations, declarations, filings or records that became effective only as a result of the specific regulatory status of the Seller or its affiliate and (iv) elements disclosed inSection 3.2.5(b)on the Buyer's Disclosure Form, no notification, submission, permission, approval, waiver or consent from any governmental authority or other person is required for Buyer or any of its affiliates to carry out the transactions contemplated herein or by the associated company. Agreements.

3.2.6 excluded employees. During the three years prior to the Execution Date, neither Buyer nor, to the best of Buyer's knowledge, any of Buyer's or its Affiliates' employees or consultants have been excluded or deemed subject to exclusion pursuant to §306 of the Act, or to Buyer's knowledge, such Persons are subject to a conviction described in such section.

3.2.7 Financial capacity; Solvency.

(em)As of the Closing Date, Buyer will have sufficient funds available under the Credit Agreement, together with other cash available to Buyer, to pay the Closing Payment and Closing Inventory Amount and make all other payments required by Buyer on Closing in connection with the transactions contemplated herein and related agreements and to pay all related fees and expenses of Buyer and its affiliates as described herein and related agreements (debt financing).

(b)The credit agreement contains all of the conditions that precede the parties' obligations to make Debt Financing available to Purchaser on the terms set forth herein. As of the Execution Date, there are no accompanying letters or other contracts or agreements relating to the financing of any of the Debt Financings, except as expressly set forth in the Credit Agreement or Credit Agreement Consent, and there are no contingencies that would allow the Funding Sources reduce the aggregate amount of the Debt Financing, except as expressly stated in the Credit Agreement.

(c)The Credit Agreement is in effect and constitutes a legal, valid and binding agreement between Buyer and, to the best of Buyer's knowledge, each of the Funding Sources, which is enforceable in accordance with its terms, subject to applicable exceptions. . Buyer is not, and to the best of Buyer's knowledge, no Funding Source is in material default or default under the Credit Agreement. Provided the conditions set out in ARTICLE 6 are satisfied, as of the date of this Agreement, Buyer shall have no reason to believe that any of the conditions of Debt Financing will not be satisfied or that Debt Financing will not be made available to Buyer on or before the end date.

(d)After consummating the transactions contemplated herein, including debt financing, payment of the final payment and final inventory value and all other amounts payable by Buyer and its affiliates in connection with the consummation of the contemplated transactions, including payment of all associated fees and expenses, and any repayment or refinancing of debt contemplated by the Credit Agreement, Buyer will not (i) be insolvent (because (A) Buyer's financial condition is such that the sum of its debts is greater than the amount of its assets, (B) the current fair value of Buyer's assets will be less than the amount necessary to pay Buyer's probable obligation on its debts when they become absolute and due, or (C) Buyer is unable to pay all its debts falling due), (ii) has excessively little capital with which to engage in its business, or (iii) has incurred or plans to incur debts that exceed its ability to pay as they become absolute and due.

3.2.8 Compliance with applicable law. Buyer is aware of applicable laws relating to the marketing, distribution and sale of the Product and the Authorized Generic Product in the Territory and may, in all material respects, lawfully import, export, store, market, distribute and sell the Product and the Generic Product Authorized in the Territory immediately after the transfer of acquired regulatory approval to the purchaser.

3.3 Exclusivity of Representations.

3.3.1Buyer acknowledges and agrees that, except for the express representations and warranties contained in Section 3.1 or any Supplemental Agreement, (a) Seller has made no representations or warranties here or otherwise relating to the contemplated transactions; here or in related agreements and (b) Buyer has made no representations or warranties, express or implied, in connection with the transactions contemplated herein or in related agreements. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, except as expressly provided in this Agreement or any Supplemental Agreement, Buyer is purchasing the Purchased Assets as-is, without any express or implied warranties, in fact or by law, by operation of law or otherwise, including any warranty of quality, fitness for a particular purpose, merchantability, condition of assets purchased or any other matter. Buyer acknowledges that it has been permitted access to the books and records of the Product Company that it has wished or requested to view and review, and that it has had the opportunity to meet with employees of Seller and its affiliates to discuss the Product Business, the Product, the Authorized Generic Product, the goods acquired and the responsibilities assumed. Except as expressly set forth in any representation or warranty in Section 3.1, Buyer acknowledges and

agrees that he and Buyer's other indemnifiers shall have no claim or right to indemnification under ARTICLE 7 (or otherwise) with respect to any information, documents or materials provided to or for Buyer by Seller or any of its affiliates or any of their respective officers, directors, employees, agents or consultants, including any information, documents or materials made available to Buyer in any data room, management presentation or otherwise in connection with the transactions contemplated in this agreement. Buyer has received and may continue to receive from Seller and its affiliates certain estimates, projections, plans, budgets and other forecasts for the Product Company or the Authorized Generic Product. Buyer acknowledges that these estimates, projections, forecasts, plans and budgets and the assumptions on which they are based are prepared for specific purposes and may differ materially from one another. Furthermore, Buyer acknowledges that there are uncertainties associated with attempting to make such estimates, projections, forecasts, plans and budgets, that Buyer assumes full responsibility for conducting its own assessment of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets made available as such (including the reasonableness of the underlying assumptions) and that, except as expressly provided in any representation or warranty in Section 3.1, Buyer does not rely on any estimates, projections, forecasts, plans or budgets made available or disclosed otherwise form by Seller or its affiliates, and Buyer shall not, and will not cause its affiliates, to hold any person liable in connection therewith (whether in warranty, contract, liability (including negligence or strict liability) or otherwise).

3.3.2Seller acknowledges and agrees that, except for the express representations and warranties contained in Section 3.2 or any Supplemental Agreement, Buyer has made no representations or warranties here or otherwise relating to the transactions contemplated herein or in the Affiliate Agreements, and the Seller makes no representations or warranties, express or implied, in connection with the transactions contemplated herein or in the Affiliate Agreements.

3.4 Acknowledgments Regarding Seller's Representations and Warranties. Buyer acknowledges and agrees that (a) Section 3.1.5(a) does not address disputes relating to regulatory matters, subject to Section 3.1.11, or disputes relating to intellectual property, subject to Section 3.1.13; and (b) Section 3.1.9 does not address regulatory issues that are the subject of Section 3.1.11.

ARTICLE 4
EXECUTION OF COVENANTS

4.1 Access and information.

4.1.1During the period beginning on the Execution Date and ending on the first (a) termination and (b) termination of this Agreement in accordance with Article 8 (previous closing period), Seller shall, and shall cause its Affiliates and Representatives to provide Buyer and its Representatives, reasonable ongoing access to Seller's employees to discuss Product Business and ongoing access through an electronic data room to books, records and Seller's contracts, to the extent related to the Product Deal or the AG Contract (other than the Excluded Assets), and Seller shall use commercially reasonable efforts to provide Buyer's representatives with reasonable access at reasonable times, or

reasonable advance notice and subject to such confidentiality and access policies and procedures as required by Seller or its affiliates for the manufacturing facility used in manufacturing the Product;offered,However, that such access must not unreasonably interfere with Seller's normal operation. Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be obligated to disclose any information or provide such access if, in Seller's reasonable judgment, such disclosure or access (i) violates applicable law or any binding agreement entered into prior to the Date of Closing (including any confidentiality agreement with a third party to which Seller is a party), (ii) compromise any attorney/client or other established legal privilege, or (iii) disclose trade secrets;offeredthat, in each case, Seller shall: (A) give Buyer reasonable notice that it is restricting or prohibiting access to documents or information pursuant to this Section 4.1.1, (B) inform Buyer in sufficient detail of the reason for such restriction or prohibition, and (C) use your commercially reasonable efforts to cause the documents or information subject to such restriction or prohibition to be delivered in a manner that is not expected to violate such restriction or prohibition. All requests for information made pursuant to this Section 4.1.1 must be directed to the person or persons designated by Seller, and Buyer must not directly or indirectly contact any officer, director, employee, agent or representative of Seller or from any of its affiliated companies. without the prior approval of such designated persons. As soon as practicable after the Execution Date, Seller agrees to deliver to Buyer a CD-ROM, flash drive or similar device containing the contents of the Intralinks Project Tallahassee virtual data room on the date immediately preceding the Execution Date.

4.1.2Buyer acknowledges and agrees that (a) certain records may contain information relating to Seller or its affiliates but not related to the Product's Business (and notwithstanding the inclusion of such information in such records, such information will not constitute Purchased Assets), and that Seller and its affiliates may retain copies thereof, and (b) before any records are made available to Buyer, Seller or its affiliates may redact any portion of it that is unrelated to the Product's Business.

4.1.3During the Prior Termination Period, Buyer agrees not to contact, and Buyer shall cause its affiliates or agents not to contact, any licensor, licensee, competitor, supplier, distributor or customer of Seller with respect to the Product who authorized generic The Product, the assets purchased, the product deal, this contract, the ancillary contracts or the transactions contemplated in or hereby contemplated in this document, without the prior written consent of the Seller, which consent shall not be withheld, conditioned or unreasonably delayed, provided the parties acknowledge and agree that Buyer, its affiliated companies or representatives shall be permitted, subject to prior coordination and consultation with Seller, to contact the counterparty in each Master Product Agreement and in the VA for the purpose of establishing a direct relationship with each of these parties in connection with the product deal on or after closing.

4.1.4During the Pre-Closing Period, each party shall (a) cooperate reasonably with each other in accordance with applicable law to prepare to transfer the Product Business to Buyer and (b) promptly notify the other party of any event, condition , fact, circumstance, event, transaction or other matter of which such party becomes aware during the prior termination

Period which may reasonably be expected to constitute a breach of any representation or warranty or a breach in any material aspect of any agreement set forth herein, in each case, which has caused or is expected to cause a condition of obligations hereunder. The Party carrying out the transactions contemplated by this Agreement will not be satisfied with the Closing.

4.2 ordinary course of business.

4.2.1During the Pre-Closing Period, except (a) as provided inScheme 4.2or as contemplated by this Agreement or any related agreement, (b) as required by applicable law, (c) as required by the terms of any agreement binding on Seller or its affiliates on the Execution Date, (d) for any action taken by Seller reasonably necessary to effect the transactions contemplated by this Agreement or any Ancillary Agreement, or (e) as Buyer must provide written consent, which consent must not be unreasonably withheld, conditioned or delayed; , the Seller and its affiliated companies, (i) carry out product business in the ordinary course of business (offeredthat no action taken or not taken by Seller or its Affiliates to comply with Section 4.2.2 below shall be considered a breach or violation of this Section 4.2.1), (ii) not terminate, materially modify or waive any material requirement under the AG a Contract and (iii) use commercially reasonable efforts to maintain satisfactory relationships and preserve goodwill with suppliers and customers who have significant business relationships with the Product Business.

4.2.2During the Pre-Closing Period, Seller shall not, and shall cause its Affiliates not to do, any of the following without Buyer's written consent (which consent shall not be unreasonably withheld, conditioned or delayed):

(em)other than sales or other dispositions of Product and Approved Generic Product inventory in the ordinary course of business, pledge, sell, lease, assign, license, assign or otherwise encumber (other than any Permitted Lien) any Purchased Asset;

(b)transfer, assign, license, assign or allow for expiry of the Licensed Trademarks;

(c)enter into, terminate (or fail to exercise any renewal rights), amend, cancel or waive any material right or remedy under a Product Agreement or any Product Deal-related agreement that constitutes a Purchased Agreement (including any agreement providing royalties or deferred payment of any kind payable to a third party in connection with the Product or Product Deal in the Territory) at Closing;

(d)acquit, settle, settle, satisfy or consent to any objection to any judgment with respect to any claim that (A) results in any restriction on the performance of the business of the product, (B) results in any monetary liability that constitutes an assumed liability of the Business of the Product or a liability to be borne by Buyer or (C) waive, release or assign any material claim or right of Seller or its Affiliates against a Third Party relating to the Business of the Product;

(e)enter into any financing or guarantee agreement, agreement or commitment with a Product Store customer or any financial institution, leasing company or similar company that constitutes an assumed liability;

(f)except in the ordinary course of business (A) offer discounts, rebates, promotions or credits to customers with respect to Product in the Territory, or (B) make changes to promotional programs or the manner in which Seller generally offers discounts, rebates or credit or otherwise treat customers with respect to the Product in the Territory;

(g)(A) change any storage practices or [***], vary product delivery times that are not immaterial to Product Company's customers with respect to the Product or the Authorized Generic Product (including stock held by or on behalf of any of the Sellers or their Affiliated Wholesalers), including aggregating current and future orders for the Product or the Authorized Generic Product or otherwise expediting the sale or delivery of the Product or the Authorized Generic Product for any period prior to Closing;offeredthat nothing here shall prevent the Seller or its affiliates from fulfilling orders placed by customers of the Product Store in the ordinary course of business, provided the fulfillment is in accordance with this clause (A) and (B) without limiting the foregoing clause (A) ; ), [***];

(h)initiate any material litigation to Company for the Product or the Purchased Assets; or

(EU)enter into a contract to do any of the preceding items (a) to (h).

4.2.3Nothing contained in this Agreement is intended to give Buyer or its Affiliates, directly or indirectly, the right to control or direct the Product Business prior to Closing, and nothing contained in this Agreement is intended to give Seller or its Affiliates, directly or indirectly, the right to control or direct the buyer's activities. Prior to Closing, Buyer, on the one hand, and Seller and its Affiliates, on the other hand, shall, in accordance with the terms and conditions of this Agreement, exercise full control and supervision over their respective Activities.

4.3 Obligation to complete the transaction. Each party agrees that, subject to this Section 4.3 and Section 4.4, it shall use its best efforts to take or cause to be taken all actions and to do, or to cause to be done, all things necessary, appropriate or advisable. to the extent permitted by applicable law, conclude and effect the transactions contemplated by this Agreement and ensure that the conditions set out in Article 6 are met, to the extent such matters fall within any of them. Without limiting the generality of the foregoing, Seller shall, during the Pre-Closing Period commencing as soon as practicable after the Execution Date, use its commercially reasonable efforts (not requiring payment of money) to obtain the consents, permissions and authorizations, make applications and issue public notices published in theSection 3.1.5(b)of the Seller Disclosure Forms.

4.4 tender applications.

4.4.1If required by applicable law, Buyer and Seller shall file or cause to be filed as soon as possible and, with respect to any filings under the HSR Act, no later than 10 business days after the Execution Date, all required notices by the HSR Act and any corresponding filing required by foreign competition laws established byScheme 4.4.1. Thereafter, Buyer and Seller shall use commercially reasonable efforts to respond as quickly as possible to any inquiries or requests received from a competition authority for additional information or documentation and to cause waiting periods under the HSR Act to cease. or expire and obtain approval or approval with respect to other orders placed pursuant to this Section 4.4.1 as soon as possible after the filing date. Buyer and Seller shall immediately notify the other upon receipt of (a) any comment or communication that it or any of its Affiliates receives from officials of a competition authority in relation to requests made pursuant to this Section 4.4.1 or otherwise relating to matters that are the subject of this Agreement and (b) any request by officials of such competition authority for changes or additions to any request made pursuant to or information provided in any material respect to comply with any applicable law. Buyer and Seller shall allow the other to review in advance any proposed communication by such Party to a competition authority with respect to any requests made pursuant to this Section 4.4.1. Upon the occurrence of an event which shall be set forth in an amendment or supplement to any order made pursuant to this Section 4.4.1, Buyer or Seller, as the case may be, will immediately notify the other of such event and cooperate to file a claim. to the relevant competition authority for such amendment or supplement. Neither Buyer, on the one hand, nor Seller, on the other hand, shall (or permit any of their respective Affiliates) to agree to participate in any meeting or other discussion with any Competition Authority in connection with any application, investigation ( including any agreement of the investigation, trial or other investigation) in connection with this Section 4.4, unless you consult with the other in advance and, to the extent permitted by such competition authority, allow the other to attend and participate in such meeting or other discussion.

4.4.2Buyer and Seller shall cooperate with each other and shall (a) promptly prepare and submit all necessary documentation and (b) complete all necessary applications, notices, petitions and filings and sign all agreements and documents, in each case, to cause the waiting periods under the HSR Act to terminate or expire and obtain approval or release under any applicable foreign competition law. In connection with the foregoing, Buyer has the right to review and approve in advance all characterizations of information relating to Buyer and its Affiliated Companies; Seller has the right to review and approve in advance all characterizations of information relating to Seller and its affiliates; and each of the Buyers and Sellers shall have the right to review and approve in advance all characterizations of information relating to the transactions contemplated herein, in each case, as evidenced by any material filings made in connection with this Section 4.4.2. The parties may, as they deem advisable and necessary, designate and, if so designated, shall treat such materials accordingly, any competition sensitive materials provided to the other pursuant to this Section 4.4 solely as outside counsel.

4.4.3All filing fees under the HSR Act and any applicable foreign competition law and all expenses (other than attorney fees and expenses to be borne by the party

incur such expenses) in fulfilling any request for additional information or documentation from any applicable governmental authority will be at Buyer's expense.

4.4.4Notwithstanding anything to the contrary in this Agreement, Buyer shall take all steps necessary or advisable to obtain a waiver or consent from any governmental authority necessary to satisfy the conditions set forth in Section 6.1.1 and Section 6.1.2, as applicable; or to prevent the entry into force of or rescind, void or rescind any order of any governmental authority or other action restricting, imposing or prohibiting the transactions contemplated by this Agreement, to enable the parties to complete the proposed transactions as expeditiously as possible and in any case prior to the Closing Date. These steps shall include: (a) proposing, negotiating, offering to commit and consummating (and if such offer is accepted, committing and consummating) the sale, disposition or disposition (including by licensing of any Intellectual Property Rights) of any acquired assets or other assets or businesses of Buyer or any of its Affiliates (or equity interests that Buyer or any of its Affiliates have in entities with assets or businesses); (b) terminate existing relationships and contractual rights and obligations; (c) otherwise offer to take or offer to take any action that Buyer is capable of taking and, if the offer is accepted, take or undertake to take such action as would limit Buyer's discretion and its affiliates with respect to, or their ability to retain, any of the acquired assets or other assets or businesses of Buyer or any of its affiliates (or equity interests held by Buyer or any of its affiliates in entities with assets or businesses); and (d) in the event that a permanent or preliminary injunction or other order or restriction is inserted or reasonably expected to be inserted in any legal proceeding that prevents the consummation of the transactions contemplated by this Agreement and the related agreements, unlawful, or that prevents or delay the consummation of the transactions contemplated by this Agreement and other related agreements, promptly take any and all measures (including appealing this instrument, posting guarantee or taking the measures contemplated in clauses (a) and (b) of this Clause 4.4.4) necessary to overrule, modify or suspend such order or injunction to satisfy the conditions of Section 6.1.1 and Section 6.1.2 and enable the parties to complete the contemplated transactions as expeditiously as possible and in any case prior to the closing date. For the avoidance of doubt, Buyer's obligations under this Section 4.4.4 shall be absolute and not qualified by commercially reasonable efforts or reasonable efforts.

4.4.5Buyer and Seller shall not, and each shall cause their Affiliates not to enter into any transaction or Agreement to complete any transaction (including any merger or acquisition) that would reasonably make it more difficult or extend the time necessary to: (a) obtain the expiration or termination of the waiting period under the HSR Act (or obtaining approval or release under applicable foreign competition law) applicable to the transactions contemplated by this Agreement, (b) avoid entering into, commence any Court Proceedings seeking to enter into force, or effect the dissolution of any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated herein or (c) obtain all authorizations, consents, orders and approvals from governmental authorities necessary for the implementation of the contemplated transactions by this Agreement.

4.5 Financing.

4.5.1Prior to Closing, Buyer shall, and shall cause its Affiliates not to permit any change or modification, or make or permit any waiver of any provision of the Credit Agreement if such change, modification or waiver (a) reduces (or reasonably expected that has the effect of reducing) the aggregate amount of debt financing available at Closing, unless Buyer or its Affiliates have sufficient resources available to meet obligations required herein at Closing, or (b) impose new or additional conditions or otherwise extend, modify or change the conditions for receipt of debt financing, in the case of clause (a) or (b) above, in a manner that could reasonably be expected to (i) delay or materially impede or (ii) make funding of the Debt Financing (or satisfaction of the terms of the Debt Financing) less likely on or before the Closing Date. Prior to Closing, Buyer shall, and shall cause its Affiliates to refrain from taking, directly or indirectly, any action that could reasonably result in any of the terms contained in the Credit Agreement, except that Buyer may amend or replace the agreement credit facility, provided that (x) such amendment does not impose terms or conditions that would reasonably be expected to materially delay or impede closing, and (y) with respect to indemnities, the indemnity debt obligations satisfy the terms and conditions of a financing alternative specified below. In the event of such amendment or replacement of the Credit Agreement as permitted pursuant to the clause in the immediately preceding clause, financing under such amended or substituted debt obligation will be deemed Debt Financing as such term is used in this Agreement. During the Pre-Closing Period, Buyer shall not consummate or enter into any definitive agreement to complete an acquisition or other strategic transaction that would require Buyer to withdraw funds available on that date under the Pre-Closing Credit Agreement or that would result in that Debt Financing cannot be funded at Closing.

4.5.2Buyer shall, and will cause its Affiliates to use reasonable efforts to timely comply with all financing conditions in the Credit Agreement applicable to Buyer, in order to obtain Debt Financing as soon as possible, and will notify immediately Seller (i) of any material breach or material default (or any event which, with or without notice, lapse of time or both, could reasonably give rise to a material default or material default) by a party to the Credit Agreement or other definitive agreements relating to Debt Financing of which Buyer or any of its Affiliates become aware, (ii) receipt of any notice or other communication from any funding source relating to any (A) actual default, default, termination or repudiation by a party of the Credit Agreement or other definitive agreements; relating to the Debt Financing or (B) a material dispute or disagreement between or between the parties to the Credit Agreement or other definitive agreements relating to the Debt Financing, in each case with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing Debt to be financed on the Closing Date and (iii) if Buyer, at any time, for whatever reason, has a good faith belief that it will not be able to obtain all or part of the debt financing by the Closing Date;offeredthat under no circumstances will Buyer be required to disclose information subject to an attorney-client or other established legal privilege if Buyer has used its best reasonable efforts to disclose such information in a manner that it cannot waive such privilege. As soon as possible after the date on which the Seller delivers

If Buyer so requests in writing, Buyer shall provide any information Seller reasonably requests in connection with any circumstance referred to in clause (i), (ii) or (iii) of the immediately preceding sentence. If part of the Debt Financing becomes unavailable, or Buyer becomes aware of an event or circumstance which it can reasonably expect to make part of the Debt Financing unavailable, and on the material terms and conditions contemplated in the Credit Agreement (as amended pursuant to the terms hereof), (i) Buyer will promptly notify Seller, and (ii) Buyer will use its best efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to complete the transactions contemplated in this Agreement at Closing with terms and conditions that are not significantly less generally favorable to Buyer and Seller than the terms and conditions set forth in the Credit Agreement (alternative financing) as soon as possible after the occurrence of such an event. In such cases (1) the term Debt Financing shall be deemed to include the Alternative Financing, (2) the term Agreement of Credit shall be deemed to include any letters of commitment or definitive documentation entered into pursuant to the terms herein with respect to any such Alternative Debt Financing.

4.5.3During the Pre-Closing Period, Seller will and causes its Affiliates to use their respective commercially reasonable efforts to deliver or obtain delivery and cause their respective representatives to deliver or obtain delivery to Buyer in each case at Buyer's own expense, all cooperation reasonably requested by Buyer and necessary to complete the Debt Financing (in each case, provided such requested cooperation does not unreasonably interfere with the ongoing operations of Seller and its Affiliates) and cause the terms of the credit agreement are met, including (i) preparing and delivering to Buyer and Funding Sources, as soon as practicable, all information and disclosures relating to the Product Business that may reasonably be requested by Buyer, (ii) facilitate the provision of security for the Debt Financing, effective and subject to commencement of Closing, (iii) obtain from existing creditors of Seller and its Affiliates such consents, approvals, authorizations and instruments as may reasonably be required by Buyer in connection with debt financing and security arrangements, including customary disbursement letters, releases of liens, termination or release instruments, all in effect and subject to the occurrence of closing, and (iv) cooperate with Buyer to satisfy the conditions precedent to the financing debt to the extent within the control of the seller or its affiliated companies,since however, that (a) neither Seller nor any of its Affiliates shall have any liability in connection with any cooperation provided pursuant to this Section 4.5.3 (including costs or expenses not fully reimbursed by Buyer prior to Closing), (b ) none of Seller or any of its Affiliates shall, pursuant to this Section 4.5.3, prepare or cause Seller's Representatives to prepare any accounts in respect of Product Business, Assets Purchased or Liabilities Assumed, which are not prepared otherwise by Seller or its Affiliated Companies. in the normal course of the Execution Date, and (c) neither Seller nor any of its Affiliates will (x) issue or cause to be issued legal opinions or account management letters or (y) take any action (A) of pursuant to any certificate, document or instrument in connection with the Debt Financing that is not contingent upon Closing (including the execution of any Agreement in effect prior to Closing), (B) which would reasonably be expected to cause any director, officer or employee of Seller or its affiliates to incur personal liability in connection with debt financing, (C) that would conflict with or violate its organizational documents or violate applicable laws, or (D) that would cause any

condition that Closing is not performed or otherwise causes a material breach of this Agreement. Upon Seller's request, Buyer shall promptly reimburse or cause Seller to reimburse Seller and its Affiliated Companies for reasonable and documented costs and expenses that Seller and its Affiliated Companies have incurred in connection with the intended cooperation hereunder. section 4.5 .3 and shall indemnify and hold harmless Seller, its affiliates and their respective representatives, in each case acting on behalf of Seller or its affiliates for and against any loss suffered or incurred by any of them in connection with the Financing (including any action taken in connection with this section 4.5.3), except to the extent that such losses are due to the gross negligence or willful misconduct of Seller, its affiliates or its agents. Buyer's obligations in the preceding sentence will survive completion of the transactions contemplated by this Agreement and termination of this Agreement.

4.5.4All non-public information provided by or on behalf of Seller or its Affiliates to Buyer, its Affiliates or their representatives pursuant to this Section 4.5 or otherwise in connection with Debt Financing shall be subject to the terms of Section 5.4.

4.5.5Notwithstanding anything to the contrary contained in this Agreement, each party: (a) agrees that it will not bring or assist any person in any cause, action, action, proceeding, claim, cross-claim or third party claim of any kind or description, whether legal or in equity, whether in contract or tort or otherwise, against any debt financing sources (which for purposes of this provision will include creditors under the Credit Agreement and all other debt financing sources and their respective affiliates , shareholders, members, partners and representatives involved in the financing contemplated by the Credit Agreement) in any way related to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or in any way related to the credit agreement or performance of the same or intended funding, in any venue other than the federal and state courts of Delaware; (b) agree that, except as specifically provided in the Credit Agreement, all claims or causes of action (whether at law, in equity, in contract, tort or otherwise) against any source of debt financing in any way relating to the Credit Agreement or the performance thereof; or the funding contemplated therein shall be governed and construed solely in accordance with the laws of the State of Delaware, without giving effect to principles or rules or conflicts of laws to the extent such principles or rules require or permit the application of the laws of another jurisdiction ; and (c) irrevocably and unconditionally waive any right such party may have to a trial by jury in connection with any proceeding (whether at law or in equity, whether in contract or tort or otherwise); , which directly or indirectly arises out of or is related in any way to the Credit Agreement or its execution or the financing provided for therein. Notwithstanding anything to the contrary contained in this Agreement, (x) Seller and its respective affiliates, agents, partners, officers, members or shareholders shall have no rights or claims against any debt financing source in any way related to this Agreement or any of the transactions contemplated by this Agreement or in connection with any or in connection with any oral statement made or purported to be made in connection with or in connection with this Agreement, including any dispute arising out of or in any way relating to the Credit Agreement or performance thereof or financing contemplated by it, whether by law or equity, in contract, in remuneration or otherwise and

(y) no debt financing source shall have any liability (whether in contract, tort or otherwise) to any of the Sellers or their affiliates, agents, partners, officers, members or shareholders for any of the obligations or liabilities of the parties. under this Agreement or for any claim based on, in connection with or in connection with transactions contemplated hereunder or in connection with any oral representations made or purported to be made in connection with or hereunder, including any dispute, arising out of or from any in connection with the credit agreement or its performance or the financing contemplated by it, whether by law or equity, in contract, tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Debt Funding Sources are intended for third party beneficiaries and are entitled to the protections of this Section 4.5.5. The provisions of this section 4.5.5 may not be amended, consolidated, supplemented, modified or deviated without the prior written consent of the debt financing sources.

4.6 Supplementary Agreements. After the Execution Date, the Parties shall negotiate in good faith and use their respective reasonable efforts to negotiate and finalize the Delivery Agreement and its schedules and schedules prior to Closing.

ARTICLE 5
ADDITIONAL AGREEMENTS

5.1 Cooperation in legal proceedings and investigations.Subject to Section 5.4 and except as provided in any Supplemental Agreement, as of the Closing Date, Buyer and Seller shall reasonably cooperate with each other in defending or prosecuting any legal action, investigation or audit initiated prior to Closing or may subsequently be instituted against or by either party in connection with or as a result of the conduct of the Business of the Product or the exploitation or manufacture of the Product or Authorized Generic Product before or after Closing (other than dispute between Buyer and Seller or their respective affiliates , arising from the transactions contemplated herein or associated agreements, to which the applicable discovery rules apply). In connection herewith, and except as provided in any Supplementary Agreement, as of the Closing Date, each of the Sellers and Buyers shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably interfering with its business, all records relating to the Purchased Assets, Assumed Liabilities or Excluded Liabilities held by it and as reasonably necessary to enable the defense or investigation of any dispute, investigation or audit (other than Dispute between Buyer and Seller or their respective affiliates arising of the transactions contemplated herein or related agreements, with respect to which the applicable discovery rules shall apply) and shall, and shall cause its affiliates to preserve and store all such records for the period contemplated in its standard record retention policies and timelines;offered, that neither party shall be obligated to make such documents available if, in Seller's reasonable discretion, such disclosure (a) would violate applicable law or any binding agreement entered into prior to the Closing Date (including any nondisclosure agreement under which Seller or any one of its affiliates is a party), (b) compromise any attorney/client or other established legal privilege, or (c) disclose trade secrets (offered, that with respect to clauses (a)-(c), such party shall use reasonable efforts to obtain all necessary consents or waivers and take other reasonable actions (such as entering a joint defense

agreement or other agreement to avoid loss of attorney-client privilege) to allow such access). The party requesting such cooperation shall pay the reasonable costs and expenses of providing such cooperation (including attorneys' fees and disbursements) incurred by the party providing such cooperation and its representatives.

5.2 additional insurance.

5.2.1Seller and Buyer shall, at any time or from time to time after Closing, at the request and expense of the other, sign and deliver to the other all additional instruments and documents or warranties that the other may reasonably request, in each case , which is consistent with the terms of this Agreement, to (i) assign to Buyer all of Seller's rights, title and interest in the Purchased Assets as contemplated herein, (ii) effect the assumption by Buyer of obligations assumed and (iii) assign to each party all rights intended herein to be granted to such party under the Additional Agreements,since however, that after Closing, except for previous customary additional insurance, neither Seller nor Buyer will have any further obligations except as specifically stated and described herein or in Supplementary Contracts.

5.2.2To the extent that Seller's rights under a Purchased Asset cannot be assigned without the approval, consent or waiver of another person and such approval, consent or waiver is not obtained prior to Closing, this Agreement shall not constitute an agreement to assign the same if an attempted transfer constitutes a breach thereof or is illegal. Except with respect to the VA Agreement, which will be processed in accordance with Section 5.16, if such approval, consent or waiver is not obtained prior to Closing or with respect to the Master Product Agreement, until such time as Buyer notifies Seller of that entered into an indemnity contract, Seller shall, for a period of one year after closing or, with respect to any asset that is a contract and the primary product contract, whichever is less than one year after closing and expiry of such contract (offeredthat (x) with respect to any Contract that is a Purchased Contract and with respect to the Master Product Contract, Seller shall, at Buyer's request, seek to extend such Contract or the Master Product Contract, as applicable, and (y) the term of the Core Product may not be extended beyond the end of the service period for the SOTC Services under (and as defined in) the Transition Services Agreement), (a) use its best reasonable efforts to assist and cooperate with the Buyer at Buyer guidance to obtain all necessary approvals; consents and waivers to the assignment and transfer thereof or to enter into an indemnity agreement, as the case may be;offered, that neither Seller nor any of its Affiliates will pay any money to any third party, commence any legal process or offer or provide any accommodation (financial or otherwise) to any third party in connection with such undertakings, and (b) until such approval, consent or waiver is obtained and the related Purchased Asset is transferred and assigned to Buyer or Buyer's designee, or until Buyer enters into a replacement agreement, as the case may be, uses its best reasonable efforts to (i) give Buyer the benefits of such Purchased Asset or Master Product Agreement (to the extent it relates to the Product Business), including delivery of the consideration and other financial benefits that Purchaser will receive in and under such Purchased Asset or Master Product Agreement, the consideration of which will be held in escrow for the benefit of, and shall be immediately delivered to, the Purchaser and (ii) subject to the penultimate sentence of this Section 5.2.2, continue to perform its

obligations under and to perform, at the Buyer's request and expense, any rights of the Seller arising out of such Purchased Asset or the Master Product Agreement (but with respect to the Master Product Agreement, only in so far as it relates to the Product Business) against anyone. For any Purchased Asset that is a Contract or Major Product Contract, during the period that Seller operates under such Contract pursuant to the immediately preceding sentence, Seller may not, without Buyer's consent (such consent not being unreasonable, withheld, conditional or delayed), modify or waive material rights under such agreement in respect of the Product Business and shall, without limiting the foregoing, assign to Buyer all rights in respect of the Product Business under (including rights to make decisions under) any contract. Once applicable consent has been obtained for the assignment or transfer of such Purchased Asset that is not assigned or transferred at Closing, Seller shall assign and transfer such asset to Buyer at no additional charge. To the extent Buyer receives benefits from such Purchased Asset or Major Product Agreement, Buyer shall, to the extent permitted by such Purchased Asset or Major Product Agreement, perform Seller's obligations hereunder. Buyer is responsible for all liabilities (other than those resulting from Seller's gross negligence, willful misconduct or default) incurred by Seller in connection with Seller's performance under a Purchased Asset or the Master Product Agreement on Buyer's behalf or of its Affiliates below, section 5.2.2.

5.2.3Prior to Closing, Buyer shall cooperate with Seller, at Seller's request, in any reasonable manner in connection with Seller obtaining any necessary approval, consent or waiver;offered, that such cooperation shall not include any requirement on the part of Buyer or any of its affiliates to pay any money to any Third Party, initiate legal proceedings, or offer or provide any accommodation (financial or otherwise) to any Third Party in connection with such endeavors.

5.3 Announcement.

5.3.1No public announcement relating to this Agreement or the transactions contemplated herein shall be made without the mutual approval of Seller and Buyer, which approval shall not be unreasonably withheld, conditional or delayed, except in any public announcement by Seller or Buyer, in its best judgment of faith, believes to be required by applicable law or by any stock exchange on which its securities or its affiliates are listed. If either party, in its good faith judgment, believes that such disclosure is necessary, that party shall use commercially reasonable efforts to consult with the other party and its representatives and consider in good faith any changes proposed by the other party or its representatives . , as applicable, before (or before any of its affiliates make) such disclosure, and will limit such disclosure to only the information legally required to be disclosed. Notwithstanding the foregoing, Buyer and Seller and their respective Affiliates may, without the other Party's approval, after the Execution Date and subject to the remaining terms and conditions of this Agreement (including sections 5.3.2 and 5.4), ( a) communicate with government authorities and with its customers; suppliers, distributors or other persons involved in the business of the product, in relation to this agreement, the related agreements and the transactions contemplated in this document or the related agreements, including to obtain the consent of or such person necessary or desirable to complete the consummation of the transactions contemplated in this document or in the respective contracts, and (b) publish

advertisements and engage in public communications about this Agreement, the Ancillary Agreements and the transactions contemplated herein or the Ancillary Agreements (in the case of this clause (b), to the extent that such advertisements or communications are consistent with a communication plan; that has been agreed by the Seller and the Buyer or the Parties prior to the public communication made in accordance with this section 5.3.1). The parties issue a joint press release in which they announce the implementation of this agreement in a mutually acceptable manner.

5.3.2If Buyer or any of its Affiliates, based on the advice of its advisers, determines that this Agreement or any of the other Affiliate Agreements must be publicly filed with a government agency, then Buyer or its applicable Affiliate, before such contract is concluded. filing, will provide Seller and its attorney with a redacted version of this Agreement (and any Ancillary Agreement) that it intends to file, and will give good faith consideration to any comments by Seller or its attorneys and will use commercially reasonable efforts to ensure that confidential treatment by such governmental authority of sections specified by Seller or its attorney for wording and confidentiality. Notwithstanding any other provision of this Agreement, the requirements of this Section 5.3 shall not apply to any disclosure by Seller, Buyer or any of their respective affiliates of any information relating to this Agreement or the transactions contemplated herein in connection with any dispute between the parties. or its respective affiliates with respect to this Agreement, the Affiliate Agreements or the transactions contemplated by or through this Agreement.

5.3.3If Seller or any of its Affiliates, based on the advice of its consultants, determine that this Agreement or any of the other Affiliate Agreements must be publicly filed with a Governmental Authority, then Seller or its applicable Affiliates must , before its celebration. filing, will provide Buyer and its attorney with a redacted version of this Agreement (and any Supplemental Agreement) that it intends to file, and will give good faith consideration to any comments from Buyer or its attorneys and will use commercially reasonable efforts to ensure that confidential information is handled by such government authority from sections specified by Buyer or its attorney for drafting and confidentiality purposes. Notwithstanding any other provision of this Agreement, the requirements of this Section 5.3 shall not apply to any disclosure by Seller, Buyer or any of their respective affiliates of any information relating to this Agreement or the transactions contemplated herein in connection with any dispute between the parties. or its respective affiliates with respect to this Agreement, the Affiliate Agreements or the transactions contemplated by or through this Agreement.

5.4 confidentiality.

5.4.1The Non-Disclosure Agreement will govern the respective rights and obligations of the parties and their respective affiliates and representatives with respect to Confidential Information (as defined in the Non-Disclosure Agreement) during the Pre-Termination Period. As of and after Closing, all Confidential Information provided by a Party (or its agents or affiliates) (collectivelydisclosing part) to the other party (or its representatives or affiliates) (collectivelyreceiving party) will be subject to and processed in accordance with the terms of this Clause 5.4. As used in this Section 5.4,Confidential informationmeans (a) all information disclosed to the Receiving Party by the Disclosing Party in connection with this Agreement or any Affiliate Agreement, including all

information regarding the disclosing party's licensors, licensees, or affiliates, (b) all information disclosed to the receiving party by the disclosing party pursuant to the confidentiality agreement, and (c) all memos, notes, analyses, compilations, studies, and other materials prepared by or for the receiving party to the extent they contain or reflect the information in clause (a) or (b) above. Notwithstanding the foregoing, confidential information will not include information that, in each individual case:

(i) was already known to the receiving party, except for a duty of confidentiality at the time of disclosure by the disclosing party;

(ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving party;

(iii) became generally available to the public or otherwise became part of the public domain after its disclosure to the Receiving Party, except through any act or omission by the Receiving Party in breach of this Agreement or the Non-Disclosure Agreement;

(iv) is subsequently disclosed to the receiving party by a third party without any confidentiality obligations in that regard; or

(v) subsequently discovered or independently developed by the Receiving Party without the assistance, application or use of Confidential Information.

5.4.2The Non-Disclosure Agreement will expire and will no longer be in force and effect after Closing;offered,However, such expiration of the nondisclosure agreement will in no way affect or impair Seller's ability to seek post-closing damages or other remedies available to Seller with respect to a breach by Buyer (or its Affiliates or Representatives) of the Nondisclosure Agreement relating to a Confidential Information (as defined therein) prior to Closing.

5.4.3As of and after Closing, all Confidential Information obtained by Seller (or its affiliates or agents) from Buyer (or its affiliates or agents) and all Confidential Information relating solely to the Business of the Product (except Confidential Information relating to Intellectual Property licensed to Buyer) and its Affiliates pursuant to the License Agreement), the Assets Purchased and the Liabilities Assumed (Buyer's Confidential Information) will be considered confidential information disclosed by Buyer to Seller or its affiliates or representatives for purposes of this Section 5.4 (and not subject to Section 5.4.1(i)) and during the Closing Period up to and including the ten year anniversary of end date (orconfidentialityPeriod), is to be used by Seller or its affiliates or agents only as necessary to (a) perform its obligations or exercise or enforce its respective rights and remedies under this Agreement or any related agreement, (b) conduct manufacturing activities in support of the interests of the buyer operations or (c) comply with applicable law or the respective regulatory, stock exchange, tax or financial requirements of its affiliates (each of (a) through (c), onePurpose allowed by the seller) and not for other purposes. During the Confidentiality Period, Seller shall not (i) disclose or permit disclosure of any Confidential Information of Buyer to any person other than persons to whom such disclosure

is required in connection with any Permitted Seller Purpose and is informed of the confidential nature of the Confidential Information and instructed to comply with confidentiality and non-use obligations under this Section 5.4; and (ii) treats and will cause its Affiliates and representatives of Seller or any of its Affiliates to treat Buyer's Confidential Information as confidential with the same degree of care that Seller normally uses to protect its own Confidential Information from misuse or disclosure. unauthorized, but in no case less than a reasonable degree of care. Seller is responsible for any use or disclosure of Buyer's Confidential Information by any of Seller's Affiliates or Representatives in violation of this Section 5.4 if such Affiliate or Representative is a party hereto.

5.4.4During the Confidentiality Period, all Confidential Information that Buyer (or its Affiliates or Representatives) obtains from Seller (or its Affiliates or Representatives), except Buyer's Confidential Information (Seller's Confidential Information) is to be used solely by Buyer as necessary to (a) perform its obligations or exercise or enforce its rights and remedies under this Agreement or any Supplemental Agreement, (b) conduct the Business of the Product, or (c) comply with applicable law or its or its affiliated companies' respective regulatory, stock exchange, tax or financial requirements (each (a) through (c), aPurpose allowed by the buyer) and not for other purposes. During the Confidentiality Period, Buyer shall not (i) disclose or permit disclosure of any Confidential Information of Seller to any person other than those persons to whom such disclosure is necessary in connection with a Permissible Purpose of Buyer and who are informed of the Confidentiality. the nature of the Confidential Information and instructed to comply with confidentiality and non-use obligations under this Section 5.4; and (ii) treats and will cause its Affiliates and representatives of Buyer or any of its Affiliates to treat Seller's Confidential Information as confidential with the same degree of care that Buyer normally uses to protect its own Confidential Information from unauthorized use or disclosure. authorized, but in no case less than a reasonable degree of care. Buyer is responsible for any use or disclosure of Seller's Confidential Information by any of Buyer's affiliates or representatives in violation of this Section 5.4 if such affiliate or representative is a party hereto.

5.4.5In the event that either party, pursuant to or required by applicable law, is required to disclose any confidential information of the other party (dvs., Seller's Confidential Information or Buyer's Confidential Information, as applicable), will notify the other party in a timely manner so that such party may seek a protective order or other appropriate remedy at such party's expense or, at such party's expense. at its sole discretion, waive compliance with the confidentiality provisions of this Agreement. Each party will cooperate in all reasonable respects in any reasonable action to be taken for the above purposes. In any event, the party requested or requested to disclose such confidential information may provide it as requested or required by applicable law (subject to such protective order or other appropriate remedy) without liability hereunder;offeredthat such party provides only that portion of the Confidential Information that such party is advised by an opinion of its counsel is required by law, and such party uses reasonable efforts to obtain reliable assurances that confidential treatment will be accorded to such information confidential.

5.4.6Nothing in this Section 5.4 shall be construed to preclude or in any way

to prevent either party from complying with applicable law governing activities and obligations undertaken under this Agreement or any Supplemental Agreement in any way it deems appropriate.

5.5 regulatory transfers. Unless otherwise provided in the Transition Services Agreement, Buyer and Seller shall (a) cooperate with each other and use their respective reasonable efforts to complete, perform, and submit all documentation necessary to complete the transfer of the Purchased Regulatory Approvals the as soon as possible; it is workable after closing; and (b) without limiting the foregoing, send Buyer's FDA Letter of Transmittal and Seller's FDA Letter of Transmittal, respectively, to FDA promptly, but in any event within five business days of receipt of written notice from the Seller by the FDA confirming the filing of the DMF. Unless otherwise provided in the Transition Services Agreement, the transfer of title to Purchased Regulatory Approvals will be effective upon Closing.

5.6 regulatory responsibility.

5.6.1 NDC. Buyer shall use its best efforts, within a maximum period of 90 days after the Closing Date, to obtain its own NDC for the Product and to have all the resources available so that sales of the Product in the Territory can be carried out under the Buyer's NDCs ;offered, such Purchaser shall use its commercially reasonable efforts to obtain its own NDC for the Product and have such remedies available on the Closing Date. After the End Date, unless otherwise specified in the Transition Services Agreement, neither Seller nor any of its respective Affiliates may distribute or sell any Product in the Territory marked with Seller's NDC.

5.6.2 Other regulatory responsibilities.

(em)Unless required by a party to comply with applicable law or to exercise its rights and obligations hereunder or any Supplemental Agreement, as of and after the date on which the Purchased Regulatory Approval is transferred to Purchaser, Purchaser shall the exclusive right and responsibility to (and shall bear the cost of) preparing, obtaining and maintaining all regulatory approvals and conducting communications with government authorities of competent jurisdiction for the Product in the Territory. Without limiting the foregoing, Buyer shall promptly after Closing, but in any event within the periods required by applicable law with respect to the Territory, obtain the necessary regulatory approvals for the labeling of Buyer's own product and will comply with such regulatory approvals upon receipt thereof.

(b)No later than 60 days after the Closing Date, Seller shall prepare and submit to FDA a Master Drug File (within the meaning of 21 C.F.R. § 314.420) with respect to the Product (DMF). Subject to the terms and conditions of this Agreement, Seller grants Buyer, effective from Closing, an exclusive right of reference to DMF for the sole purpose of exploiting the Product and Authorized Generic Product in the Territory. Immediately upon Buyer's request, Seller shall provide Buyer and

FDA, in such form as Buyer reasonably requests, acknowledging that Buyer has the right to refer to the DMF provided in this Section 5.6.2(b).

5.6.3 Referenced.

(em) Seller Reference. As of and after Closing, Buyer grants to Seller, on behalf of itself and its affiliates, licensees, sublicensees, licensors and distributors, a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, non-transferable license and right to reference ( with the right to grant sublicenses and additional reference rights) to the Acquired Regulatory Documentation and Buyer's Regulatory Documentation as necessary or useful to (a) exercise the respective rights of Seller and its Affiliates and perform their respective obligations under this Agreement or any Supplementary Agreement and (b) operate the Commercial Business. Immediately upon Seller's request, Buyer shall (i) provide Seller with copies of Buyer's Legal Documentation or Purchased Legal Documentation reasonably requested by Seller solely for the purpose of (A) exercising the respective rights of Seller or its Affiliates or perform their respective obligations under this Agreement or any related agreement or (B) conduct Seller's business at Seller's expense; and (ii) provide Seller and any governmental authority specified by Seller with a letter, in the form reasonably requested by Seller, acknowledging that Seller and its Affiliates have the rights to refer to Buyer Regulatory Documentation and Purchased Regulatory Documentation provided pursuant to with Section 2.1.3 and this Section 5.6.3(a).

(b) Form 5.13.2 People's reference rights. As of and after closing, the buyer grants to any person who uses or manufactures the product described inDiagram 5.13.2, a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, non-transferable license and reference right (with the right to grant sublicenses and additional reference rights) to the Purchased Regulatory Documentation and Purchaser Regulatory Documentation, which may be required to use and manufacture the product described inDiagram 5.13.2.

5.7 Pharmacovigilance obligations.

5.7.1 Establishment of the security project team. Immediately after Closing, the Transition Managers designated in the Transition Services Agreement will establish a Safety Project Team to discuss the exchange of safety information and negotiate the Pharmacovigilance Agreement, which will be agreed and executed by the Seller and Buyer (or their respective affiliates) as soon as practicable after the Closing Date, but in any event no later than 120 days after the Closing Date. The pharmacovigilance agreement will address the responsibilities of the parties in the territory in relation to:

(em)Reports of adverse events related to the product or the authorized generic product, including how such report should be handled for purposes of initial, follow-up or periodic submission to government authorities of relevant information about the product;

(b)arrangements for the exchange of serious and non-serious cases, including formats and timelines, periodic reports and responses to security-related queries from government officials; It is

(c)other conditions that the parties may agree.

5.7.2 Exchange of security information. Between the Closing and Term of the Drug Monitoring Agreement, Seller and Buyer agree to:

(em)immediately share any relevant information in your possession relating to the safety of the Product or the Authorized Generic Product;

(b)promptly exchange all significant medical and technical inquiries received in connection with the Product or the Authorized Generic Product, in each case within and outside the Territory; It is

(c)use reasonable efforts to remove from any information exchanged under Section 5.7.2(a) or Section 5.7.2(b) any personal information that is not legally required to be recorded for drug safety purposes;

5.7.3 Medical and other appointments. Except as otherwise provided in this Agreement or any Supplemental Agreement, as of the Closing Date, Buyer shall (a) be responsible for handling and responding to all customer complaints and inquiries (including medical and non-medical inquiries) relating to the Product or , subject to the AG Agreement; , the Authorized Generic Product used, marketed, distributed or sold in the Territory and (b) shall be responsible for all correspondence and communications with physicians and other healthcare professionals in the Territory regarding the Product or, subject to the AG Agreement, the Authorized Generic Product .

5.7.4 Product liability claims. Upon becoming aware of it, each party will promptly notify the other party in writing of any defect or alleged defect in a Product or the Authorized Generic Product, any damage alleged to have occurred as a result of the use or application of a Product or Authorized Generic Product, and any circumstances that could give rise to legal action or liability in connection with an authorized generic product or product, recall or withdrawal from the market of an authorized generic product or product, or regulatory action that could reasonably be expected to adversely affect the Exploration or manufacture of a Product or Authorized Generic Product or result in any liability for either Party, specifying, to the extent the Party has such information, the time, place and circumstances, and names and addresses of the persons involved. Each party shall also promptly provide the other party with copies of all documents received in connection with any legal action arising out of such alleged defect, damage or regulatory action;offered, that neither party will be obligated to produce such documents if, in such party's reasonable judgment, such disclosure (a) would violate applicable law or any binding agreement entered into prior to the Closing Date (including any non-disclosure agreement entered into by such party; ). It's a party)offered, that such party makes reasonable efforts to obtain waivers, (b) jeopardizes any attorney/client or other established legal privilege, or (c) discloses trade secrets.

5.8 Commercialization. Except as otherwise provided in the Transition Services Agreement or the License Agreement, as of the Closing Date, (a) Buyer shall, at its own cost and expense, be responsible for and have sole control over the marketing, marketing strategy , promotion, distribution and sale of the Product and, subject to the AG Agreement, the generic product authorized in the territory and will independently determine and price the product and, subject to the AG Agreement, the generic product authorized in the territory, including sale price, volume discounts, rebates and similar matters; [***]; (b) Buyer shall be responsible, at its sole cost and expense, for all marketing, advertising and promotional materials relating to the Product and, subject to the AG Agreement, the Generic Product Authorized in the Territory; and (c) Buyer or its Affiliates are responsible for receiving and processing all orders, handling all invoices, billing and receivables, and providing all customer service in connection with the sale of the Product and, subject to the AG Agreement , the Authorized Generic Product , in each case in the territory.

5.9 certain tax issues.

5.9.1 Taxes withheld at source. The amounts to be paid by one of the parties (pay) to another part (Recipient) in accordance with this Agreement (payments) will not be reduced on account of any taxes, unless required by applicable law. The payee is solely responsible for paying all taxes (other than withholding taxes payable by the payer) levied on account or measured in whole or in part by reference to all payments received by him. The Payer shall deduct or withhold from the Payments all Taxes whose deduction or withholding is required by applicable law, and all amounts deducted and withheld shall, for all purposes of this Agreement, be treated as paid to the Beneficiary. Notwithstanding the foregoing, the beneficiary shall, pursuant to an applicable tax treaty, be entitled to a reduction in the rate of, or removal of, or recovery of the applicable withholding tax, delivered in a timely manner to the payer or the relevant governmental authority (with the payer's assistance to the extent reasonably required and expressly requested in writing) the prescribed forms necessary to reduce the applicable withholding rate or to relieve the payer of its obligation to withhold tax and the payer shall apply the reduced withholding rate or waive the withholding, as the case may be, to the extent consistent with the applicable tax treaty. If, pursuant to the foregoing, the payer withholds an amount, he must promptly pay the withheld amount to the appropriate tax authority and send proof of such payment to the payee as soon as reasonably practicable.

5.9.2 Transfer taxes and prorated liabilities.

(em)All amounts payable under this Agreement or any Supplemental Agreement are exclusive of any registration, transfer, documentary, stamp, remittance or other similar taxes imposed or levied by reason of, in connection with or attributable to this Agreement and related agreements or the transactions contemplated herein at. and so (collectively,transfer taxes). [***], and will pay all amounts due in respect of any transfer taxes, such amounts in addition to amounts otherwise payable, at the rate in effect at the time of payment due or at such other time as may be determined in in accordance with applicable law.

(b)All personal property and similar liabilities of value charged in connection with assets acquired during a taxable period that includes (but does not end with) the closing date (collectivelyObligations allocated) will be apportioned between Seller and Buyer based on the number of days of such taxable period ending on the End Date (such portion of such taxable period,Previous tax period) and the number of days of such taxable period beginning on the day after the End Date (such part of such taxable period,Tax period after completion). Seller will be responsible for the pro rata amount of such distributed liabilities attributable to the Pre-Closing Fiscal Period and Buyer will be responsible for the pro rata amount of such distributed liabilities attributable to the Post-Closing Fiscal Period.

(c)Allocable liabilities and transfer taxes must be paid in a timely manner and all applicable statements, reports and filings must be filed in accordance with applicable law. The Paying Party shall be entitled to reimbursement from the Non-Paying Party in accordance with Section 5.9.2(a) or Section 5.9.2(b), as applicable. Upon payment of any Distributed Liability or Transfer Tax, the Paying Party shall provide the Non-Paying Party with a statement setting out the amount of refund to which the Paying Party is entitled pursuant to Section 5.9.2(a) or Section 5.9. 2(b) ), as the case may be, together with evidence reasonably necessary to calculate the amount to be refunded. The defaulting party shall make such reimbursement immediately, but in no event later than 10 days after the submission of such declaration.

5.9.3 indirect taxes. The parties intend and shall use their best reasonable efforts to ensure that the transfer of the acquired assets takes place without any obligation for the seller to account for transfer taxes or indirect taxes. However, if, despite that intent, it is determined that the transfer of the purchased goods creates an obligation for the seller to account for transfer taxes or indirect taxes, notwithstanding the contrary contained in this Clause 5.9 or elsewhere in this Agreement, the following shall apply provision application. All payments are declared excluding indirect taxes. If indirect taxes are levied in connection with payments for which Seller is responsible, Buyer shall pay such indirect taxes at the applicable rate for such payments upon receipt, where applicable, of an indirect tax invoice issued in the appropriate form by Seller in respect of such Payments, such Indirect Taxes must be paid no later than five Business Days prior to the date on which Seller is required to post the Indirect Taxes. The parties will issue invoices for all goods and services provided under this Agreement in accordance with indirect tax requirements and, to the extent that an invoice is not initially properly issued, Buyer shall promptly inform Seller and cooperate with Seller in providing such information or assistance as may be necessary to enable the issuance of such invoice in accordance with indirect tax requirements.

5.9.4 Cooperation and information exchange. Seller and Buyer shall (a) provide the other with such assistance as the other may reasonably request (subject to reimbursement of reasonable out-of-pocket expenses) in connection with the preparation of any tax return, audit or other investigation by any taxing authority or person legal; or administrative procedure relating to liability for taxes relating to the business of the product or the assets acquired, (b) retain and provide to the other records or other information that may

be relevant to such tax return, audit or investigation, proceeding or determination and (c) inform the other of any final determination of such audit or investigation, proceeding or decision affecting any amount required to be shown on any tax return of the other for any period.

5.9.5 Covenant Survival. The provisions contained in this section 5.9 will remain in effect until 30 days after the expiration of the applicable statute of limitations (including extensions).

5.10 receivables and creditors.

5.10.1 the debtors. The parties acknowledge and agree that all receivables on the Closing Date will remain the property of Seller or its Affiliates and will be collected by Seller or its Affiliates after Closing. If, after Closing, Buyer or an Affiliate of Buyer receives payments from a Debtor in respect of a Receivable, Buyer shall, within 30 days of receipt of such payment, remit to Seller the full amount of such payment. If Buyer receives a payment from a debtor to both Seller and Buyer, such payment shall, unless otherwise specified by such debtor, first be applied to amounts owed by Buyer, with the excess amount transferred to Seller . If, after Closing, Seller or any of its Affiliates receive payments from a Debtor in respect of an account receivable from Buyer for a period after the Closing Date, Seller shall, within 30 days after receipt of such payment, pay the full amount of such payment to Buyer. In the event that Seller receives any payment from any debtor of Seller and Buyer, such payment shall, unless otherwise specified by such debtor, first be applied to amounts owed by Seller, with the excess, if any, transferred to the buyer.

5.10.2 creditors. If, after Closing, Buyer or any of Buyer's Affiliates receive invoices from third parties with respect to any Product Business invoice or with respect to the Authorized Generic Product outstanding prior to Closing, Buyer shall, within 30 days after receive such invoice, forward such invoice to Seller. If, after Closing, Seller or any of its Affiliates receive invoices from a third party relating to an invoice from Buyer or any of its Affiliates for a period after Closing, Seller shall, within 30 days after Closing, receipt of such invoice, forward such invoice to Buyer.

5.11 wrong pockets.

5.11.1 activate. Without limiting Section 5.2, if Buyer or Seller become aware that any of the Purchased Assets have not been transferred to Buyer, or that any of the Excluded Assets have been transferred to Buyer, they shall promptly notify the other, and the parties shall accordingly where reasonably practicable, ensure that such ownership is transferred at the seller's expense and with the necessary prior third party consent or approval to (a) the buyer in the case of an acquired asset that was not transferred to the buyer at closing; or (b) Seller, in the case of a Excluded Asset, which was transferred to Buyer at Closing.

5.11.2 payments. If, on or after the Closing Date, either Party receives payments or other funds due to the other under the terms of this Agreement or any Ancillary Agreement, the Party receiving such funds shall, within 30 days after receipt of such funds, remit such funds to the appropriate party. The parties acknowledge and agree that there is no right of set-off with respect to such payments, and a party may not withhold funds received from a third party on behalf of the other party in the event there is a dispute over any other matter under this Agreement or any of the Agreements. Supplementary.

5.12 Agreement not to sue.

5.12.1As of Closing, Buyer, on behalf of its affiliates and their respective assigns, successors and assigns (collectivelybuyer group), you irrevocably and forever represent that no member of the Buyer Group, directly or indirectly, will sue Seller or any of its Affiliates or any of its licensees, sublicensees, distributors or agents (collectivelyGroup of sellers), or initiating, knowingly aiding or prosecuting or causing to be initiated, knowingly aiding or prosecuting legal proceedings against any member of the Seller Group in connection with (a) any exploitation or manufacture by any member of the Seller Group of any Product (or any Product, containing the same active pharmaceutical ingredient as the Product) outside the Territory, or (b) any manufacture, research, development, use, storage, preservation, transport, disposal, import or export of a Product (or any Product containing API 'an as active pharmaceutical ingredient) in the territory in support of any exploitation of the product (or any product containing the same active pharmaceutical ingredient as the product) outside the territory. Buyer shall bind any assignee or assignee of any of the Purchased Assets and any (sub)licensee with respect to the Product to comply with the foregoing, as if such assignee, assignee or (sub)licensee were Buyer hereunder.

5.12.2Effective as of closing, Seller, on behalf of the Seller Group, irrevocably and forever undertakes that no member of the Seller Group shall, directly or indirectly, sue Buyer or any member of the Buyer Group, or initiate , knowingly assisting or prosecuting or causing to be initiated, knowingly assisted or prosecuted any legal action against a Purchasing Group Member in connection with (a) any exploitation or manufacture by a Purchasing Group Member of the Product (or any Product containing the API as an active pharmaceutical ingredient) within the Territory, or (b) any manufacture, research, development, use, storage, storage, transport, disposal, import or export of any product (or any product containing the same active pharmaceutical ingredient than the product) outside the territory in support of any exploitation of the product (or any product containing the same active pharmaceutical ingredient as the product) within the territory, in each case ((a) and (b)), only to the extent that such exploration, manufacture, research or development (i) is carried out in accordance with the terms and terms of this Agreement or any Supplementary Agreement and (ii) does not infringe, misappropriate or violate any intellectual property rights of any member of the Group from the Seller.

5.12.3Nothing in this Section 5.12 shall prohibit Buyer or Seller from exercising any rights or remedies available to them in connection with this Agreement, any Ancillary Agreement or any other agreement between Seller, Buyer or their respective Affiliates as a result of any breach of this or the same. of the other party in any of its affiliates.

5.13 Non-competitive.

5.13.1Buyer shall not, shall cause its Affiliates not to, and shall use commercially reasonable efforts to induce other Seller Entities not to (a) use the Product, the Authorized Generic Product, or any other approved product for the same indication ; as the product containing the API as an active pharmaceutical ingredient or any of the actives purchased outside the territory or (b) distribute, market, promote, offer for sale or sell the product, the authorized generic product or any other product approved for the same indication as the product containing the API as an active pharmaceutical ingredient, directly or indirectly, to any person within the territory who has a reasonable likelihood of distributing, marketing, promoting, offering for sale or selling the product directly or indirectly without the territory or assisting another person to do this. If Buyer or any of its affiliates receives or becomes aware that a licensee, sublicensee or distributor has received orders for the Product (or any product containing the same active pharmaceutical ingredient as the Product) for the Seller's Territory, such person shall forward such orders to the Seller. Seller acknowledges and agrees that nothing contained herein or in any Supplemental Agreement is intended to limit or prevent Buyer from using or developing line extensions, synthetic versions, other forms of administration, presentations, dosages, formulations, enhancements or next-generation products. generation to or from the Product in each individual case in the Territory. In no event shall Seller or any of its Affiliates have any obligation or liability in connection with such exploration or development.

5.13.2[***], Seller shall not, shall cause its Affiliates not to do so, and shall use its commercially reasonable efforts to obtain a license to Seller of rights to exploit the Product (or any Product containing the same Active Pharmaceutical Ingredient Than the Product) in the Seller's Territory does not (a) exploit the Product, the Authorized Generic Product or any other approved product for the same indication as the Product containing the API as an active pharmaceutical ingredient or any of the actives purchased in the Territory, except to exercise the respective rights of Seller or its Affiliates or perform their respective obligations under this Agreement or any Supplemental Agreement or (b) except under this Agreement or any Affiliate Agreements, distribute, market, promote, manufacture, offer for sell or sell the product, the authorized generic product or any other product approved for the same indication as the product containing the API as an active pharmaceutical ingredient directly or indirectly to or to any person outside the territory who has a reasonable likelihood of distributing, marketing, promote, offer for sale or sell the product in the territory or help someone else to do so. Except to the extent provided in a Supplementary Agreement, if Seller or any of its Affiliates receives or is known to receive by any Licensee, Sublicensee or Distributor orders for the Product (or any Product containing the same active pharmaceutical ingredient as the Product) for the territory, that person must forward such requests to the buyer.

5.14 Random crossing within territories. Notwithstanding anything else in Section 5.13, each Party shall (festival of IT) acknowledges and accepts the advertising, promotion or marketing of the Product (or any product containing the same active pharmaceutical ingredient as the Product) by the other party ()party OT), including advertising, promotion and marketing of the product through the use of the Internet and print advertisements pan-regionally and at conferences and seminars held in the territory of the OT Party,

may reach persons in the territory of the IT Party and that the OT Party will not violate this Agreement for such activities, provided that (a) the purpose of such advertising, promotion or marketing by such OT Party is to reach persons within its territory or otherwise promote the sale of the product (or other product containing the same active pharmaceutical ingredient as the product) (as the case may be) in its territory, and (b) receipt by persons within the territory of the IT Party for such advertising, promotion or marketing in relation to the Product (or another product containing the same active pharmaceutical ingredient as the Product) is merely incidental to the purposes of such advertising, promotion or marketing. Each Party further acknowledges that a Product (or any Product containing the same active pharmaceutical ingredient as the Product) sold to distributors outside its territory and intended for resale to end users outside its territory may end up being resold (through, for example, sales channel) to end users in its territory, and that the other party will not violate this Agreement based on such resale, provided that such other party or any of its affiliates, licensees, sublicensees or distributors have not authorized such resale in the territory of the other party and, in the case of the buyer, comply with its obligations set out in Clause 5.13.

5.15 conforming declarations. By [***] days after the Closing Date, Seller will provide Buyer with financial information required by Buyer to comply with applicable laws and regulations issued by the United States. Securities and Exchange Commission and the Ontario Securities and Exchange Commission, including the financial information necessary for the buyer to comply with Rule 3-05 and Rule 8-02 of Regulation S-X and to prepare and file the Business Acquisition Report with the Securities Commission Ontario Securities with respect to the transactions contemplated herein, including any reconciliations to GAAP reasonably requested by Buyer to facilitate compliance with the rules and regulations of the Securities and Exchange Commission or the Securities and Exchange Commission of Ontario. Reasonable fees and expenses (including auditors' fees) incurred by Seller in connection with the preparation and delivery of any financial information provided by Seller at the request of Buyer or its Representatives, whether pursuant to this Section 5.15 or otherwise will be refunded by Buyer immediately and in any event within 20 days of receipt of an invoice for payment together with supporting documentation and reasonable backup in connection therewith.

5.16 I agree VA. The parties shall and shall cause their respective Affiliates to use their reasonable efforts to obtain all necessary governmental consents for the novation of the VA Agreement for Purchaser and to perform their respective obligations under 48 C.F.R. Subpart 42.12 (theApplicable FAR Regulations) to complete the VA Contract novation for Buyer as soon as practicable after Closing. Without limiting the foregoing and subject to applicable FAR regulations:

5.16.1in connection with the renewal of the VA Contract for Buyer, Seller and Buyer shall, and will cause their respective Affiliates to provide the appropriate Governmental Authorities with the information required by the Responsible Contracting Officer (as defined in the applicable FAR). Provisions) for the VA contract (theResponsible contract employee);

5.16.2the novation of the VA Contract must be in accordance with the novation contract, with the changes required by the contracting party

and agreed by the parties or their respective relevant affiliates that such agreement shall not be unreasonably withheld, conditioned or delayed;

5.16.3[***]; e

5.16.4[***].

5.17 Purchased domain names. Immediately after Closing, Seller will take necessary steps to complete the assignment and transfer of Purchased Domain Names to Purchaser, including unblocking Purchased Domain Names, securing and forwarding to Purchaser transfer authorization codes for Purchased Domain Names, and complete automated website procedures and documentation that may be required by the registrar of the purchased domain names to release and transfer ownership and control of the purchased domain names to the purchaser.

ARTICLE 6
NEGOTIATED CONDITIONS

6.1 Conditions of obligations of the buyer and seller. The Buyer's and Seller's obligations to complete the transactions contemplated by this Agreement are conditioned upon their fulfillment of the following conditions prior to or at closing:

6.1.1 No adverse law; without injunction. No law shall have been enacted, entered into, enacted or enforced by any governmental authority of competent jurisdiction prohibiting or effecting the consummation of all or any part of the transactions contemplated by this Agreement or the Related Agreements, and no order restricting, imposing or otherwise form will prevent the consummation of the transactions contemplated herein; It is

6.1.2 state approvals. Any waiting period under the HSR Act must have expired or ceased.

6.2 Conditions for the buyer's obligations. Buyer's obligation to complete the transactions contemplated by this Agreement is subject to Buyer's satisfaction or waiver until completion of the following additional conditions:

6.2.1 Representations and Warranties. Seller's representations and warranties contained in Section 3.1, other than the basic representations included in Section 3.1, must be true and correct (except for any materiality or qualifications of material adverse effect within such representations and warranties) in all respects and for the closing date as if made on or after that date (except that representations and warranties relating only to matters on a given date need only be true and correct as of that date), except where failure to be true and correct has not whether or not it would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and each of the key statements included in Section 3.1 must be true and correct in all respects as of the Closing Date, as if made from that date ( except that representations and warranties dealing only with matters as of a specific date must be true and correct in all respects as of that date);

6.2.2 Agreements. Seller shall have fulfilled and performed in all material respects all covenants, agreements and obligations to be executed or performed by Seller by the Closing Date;

6.2.3 No significant negative effects. As of the Execution Date, no Material Adverse Effects shall have occurred; It is

6.2.4 Completion of deliveries. Seller shall have delivered to Buyer each of the goods listed in Section 2.4.2(a).

6.3 Conditions for the Seller's obligations. Seller's obligation to complete the transactions contemplated by this Agreement is subject to Seller's satisfaction or waiver until completion of the following additional conditions:

6.3.1 Representations and Warranties. Purchaser's representations and warranties contained in Section 3.2, in addition to the fundamental representations included in Section 3.2, must be true and correct (except for any materiality or qualification of Purchaser's Material Adverse Effects within such representations and warranties) in all respects and as of the Closing Date as if made as of such date (except that representations and warranties relating only to matters as of such date need be true and correct only as of such date), except where failure to be so true and correct would not or would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer, each of the key representations included in Section 3.2 must be true and correct in all respects as of the Closing Date, as if made on or after that date (except that representations and warranties dealing only with matters as of a specific date must be true and correct in all respects as of that date);

6.3.2 Agreements. Buyer shall have fulfilled and performed in all material respects all covenants, agreements and obligations to be performed or performed by Buyer on or before the Closing Date; It is

6.3.3 Completion of deliveries. Buyer must have delivered to Seller each of the goods listed in Section 2.4.2(b).

6.4 Frustration of closing conditions. With respect to the terms of Buyer's and Seller's respective obligations to complete the transactions contemplated by this Agreement, as set forth below, and each of those Parties' right to terminate this Agreement, as set out in Section 8.1, neither Buyer nor Seller may rely on breach of a condition set out in this Article 6, whether such breach was caused by such party's material default, or failure to act in good faith or use its best reasonable efforts to cause the condition to be satisfied to the extent required of section 4.2.

ARTICLE 7
COMPENSATION

7.1 Indemnity.

7.1.1 Seller's Indemnity. As of and after Closing, but subject to the provisions of this Article 7 and Section 9.10, Seller shall indemnify, defend and hold harmless Buyer and its affiliates and their respective officers, directors, licensors, licensees, permitted assigns, successors, employees and agents ( collected,Indemnified buyer) from and against, and indemnify and hold harmless Buyer's indemnifiers for any loss incurred by a Buyer indemnifier arising out of or relating to:

(em)any breach by Seller of any of Seller's representations or warranties in Article 3 of this Agreement or in any certificate furnished by Seller hereunder;

(b)any breach by Seller or any breach by Seller of any of Seller's covenants, agreements or obligations contained in this Agreement;

(c)any liability excluded; or

(d)any non-payment of [***] prorated obligations assigned to Seller pursuant to Section 5.9.2.

7.1.2 Buyer's Indemnity. As of and after Closing, but subject to the provisions of this Article 7 and Section 9.10, Buyer shall indemnify, defend and hold harmless Seller and its affiliates and their respective officers, directors, licensors, licensees, authorized assigns, successors, employees and agents (collected,Indemnified Seller) from and against, and compensate and indemnify Seller Indemnitees for any loss incurred by a Seller Indemnitee arising out of or relating to:

(em)any breach by Buyer of any representations or warranties made by Buyer in Article 3 of this Agreement or in any certificate furnished by Buyer hereunder;

(b)any default by Buyer or any breach by Buyer of any of its covenants, agreements or obligations contained in this Contract;

(c)any liability assumed ((i) without limiting any right of any indemnifier of Buyer to seek damages in connection with any breach of any representation or warranty by Seller pursuant to Section 7.1.1(a) hereof, and (ii) except to the extent Buyer is indemnified for any loss under any supplemental contract); or

(d)Non-payment by Buyer of [***] distributed obligations assigned to Buyer pursuant to section 5.9.2.

7.2 complaints procedure.

7.2.1 Procedure for claiming compensation. Except as provided in section 7.2.2

with respect to third-party claims, in the event of a claim brought by the buyer's or seller's indemnifier (Indemnified Party), the indemnified party must give reasonably prompt written notice to the other party (theIndemnified Party), who notes (aindemnity certificate) must: (a) set out a description of the basis of such indemnified party's claim and the amount (if known) that the indemnified party reasonably expects to be obligated to pay or incur for the loss which is the subject of indemnification; by the Indemnifying Party in accordance with Clause 7.1.1 or Clause 7.1.2, as applicable;offered,However, failure to provide reasonably prompt notice will not release the applicable Indemnifying Party from its indemnification obligations under this Agreement, except to the extent that the Indemnifying Party is substantially harmed by any delay in receiving such notice. If the Indemnifying Party accepts or is determined to have an obligation to indemnify the Indemnifying Party for Losses as set out in this Article 7, the Indemnifying Party shall, subject to the provisions of Section 7.3, promptly (but in all circumstances within 30 days of such agreement or decision) pay such amount to the Indemnified Party by electronic transfer of readily available funds to the account specified in writing by the Indemnified Party. The indemnifying party may delay payment if it objects in writing to the claim on the certificate of indemnity and makes such statement to the indemnifying party before the expiration of such 30-day period. Failure by an Indemnified Party to object to any claim set forth in a Certificate of Indemnity within such 30 day period shall be deemed to be the Indemnified Party's acceptance of and waiver of objections to such claim. If an Indemnifying Party objects in writing to any claim or demand set forth in a Certificate of Indemnity, the Indemnifying Party and the Indemnified Party will attempt in good faith for a period of 20 days after receipt of notice of objection by the Indemnified Party to reach an agreement on the respective rights of the parties with consideration of each of these requirements. If such an agreement cannot be reached after this 20-day period of good faith negotiations, the Indemnifying Party or the Indemnified Party may commence legal proceedings with the aim of resolving the matter in accordance with the terms of this Agreement.

7.2.2 Third Party Claims Procedure. In the event that an Indemnified Party becomes aware of a claim brought by a third party (including any action or proceeding initiated or threatened to be initiated by a third party) (eachThird party claims) that such Indemnified Party reasonably believes may result in a claim under Section 7.1, such Indemnified Party shall promptly (and in any event within 10 days of becoming aware of such claim) notify the Indemnified Party in writing of such claim (such notification, thenotice of complaint). The notice of claim must be accompanied by reasonable supporting documentation filed by the third party making such claim and must describe in reasonable detail (to the extent known to the indemnified party) the facts which form the basis of such third party claim and the amount (or estimated) damages claimed (if known);offered,However, that no delay or failure on the part of the indemnified party to provide a notice of claim shall release the indemnifying party from any liability hereunder, except to the extent (if any) of any damage or liability caused by or arising out of such delay or failure. Within 30 days of receipt of any notice of claim, the indemnifying party may, upon written notice to the indemnified party and subject to the terms of this ARTICLE 7, assume control of the defense of the third party claim set forth therein at the sole discretion of the indemnifying party costs and expenses (which are subject to section 7.3) of reasonably satisfactory counsel to

Indemnified Party;offered,that the Indemnified Party is not entitled to assume control of the Third Party Claim defense if (A) the Third Party Claim seeks that the Indemnified Party is subject to an injunction or other reasonable remedy that would have a material and negative impact on the Business of Product, (B) such third party claim is brought by or on behalf of a governmental authority or in connection with tax or any criminal or regulatory enforcement action, (C)[***] or (D) such third party claim it is reasonably likely to result in a regulatory enforcement action by a government authority against the indemnified party. If the Indemnifying Party does not assume control of the defense of such Third Party Claim, the Indemnifying Party shall control the defense of such Third Party Claim. A party that does not control the defense of such a claim (non-controlling party) can participate on their own;offered,However, that if the indemnifying party assumes control of the defense of such claim and the indemnifying party and the indemnified party have material conflicting interests or different defenses available with respect to such third party claim that causes the indemnifying party to employ its own separate counsel in In connection with such proceeding, the reasonable fees and expenses of a single attorney for the indemnified party shall be considered a Loss for the purposes of this agreement. The party controlling the defense of a third-party claim (controlling party) will keep the non-controlling party reasonably informed of the status of such claim and its defense and will give good faith consideration to recommendations made by the non-controlling party in this regard. The non-controlling party will provide the controlling party with all information it may have regarding such third party claim (including copies of any subpoena, claim or other petition served on such party and any written demand, claim, invoice, billing or other document that proves or alleges the same) and shall cooperate and assist the controlling party in the defense of such third party claim;offered, that neither the controlling party nor the non-controlling party will be required to provide such information that (in such party's reasonable judgment after counsel) would reasonably (a) waive the privilege, including the attorney-client privilege; that such party or any of its affiliates owes or (b) breaches any duty of confidentiality owed to any person (whether such duty arises contractually, statutory or otherwise) or a contract with any other person or violates any current law (offered, that such party must make reasonable efforts to obtain all necessary consents and take other reasonable actions (such as entering into a joint defense agreement or other agreement to avoid loss of attorney-client privilege) to allow such access) . Neither the indemnifying party nor the indemnified party will accept any settlement or entry into judgment arising out of such claim without the prior written consent of the other party, which consent must not be unreasonably withheld, conditioned or delayed;offered,However, that the indemnified party's consent shall not be required with respect to such agreement or award if (A) the indemnifying party pays or causes to be paid amounts due under such agreement or award, (B) such agreement or award shall not include admission of liability or default or other obligation on the part of the Indemnified Party and will include a complete and unconditional release by the Indemnified Party and all of its Affiliates from Further Liability and (C) will not result in the Indemnified Party being subject to any injunctive relief or other equitable relief or otherwise have a material adverse effect on the business or operations of the indemnified party or its affiliates.

7.3 Indemnity Limitations; Determining the amount of compensation.

7.3.1The indemnification provisions in Section 7.1.1(a) or Section 7.1.2(a), as applicable, apply only (a) to any individual claim or series of related claims arising out of the same facts and circumstances; where the loss exceeds $50,000 and (b) when the aggregate value of all losses for claims or series of related claims arising out of the same facts and circumstances in excess of $50,000 for which compensation is sought from the indemnifying party exceeds $1,750,000 , in which case such indemnified party shall be entitled to compensation for the indemnified party's losses in addition. In no event shall any Indemnified Party be liable for indemnification under (i) Section 7.1.1 (a) or (ii) Section 7.1.2 (a), as applicable, in either case (clauses (in ) and ( ii)), for any amount exceeding $17,500,000 in total (theCap);offered,However, that (x) the foregoing limitations on indemnification under this Section 7.3.1 do not apply to breaches of any of the Fundamental Statements or in the event of common law fraud, and (y) Seller shall not be liable for indemnification under Section 7.1 .1(a) with respect to any breach of Key Representatives for any amount which, in the aggregate, exceeds the amount of the Purchase Price actually paid.

7.3.2Indemnified parties must take all commercially reasonable steps to mitigate any loss suffered by such party upon becoming aware of any event or condition that could reasonably be expected to give rise to indemnification rights hereunder. The amount of Losses recovered by an Indemnified Party pursuant to Clause 7.1.1 or Clause 7.1.2, as applicable, will be reduced by (a) any amount the Indemnified Party actually recovers from a third party in connection with such claim and ( b) the amount of any insurance proceeds paid to the indemnified party in connection with such claim (less the amount of any related increases in insurance premiums), in each case ((a) and (b)), less the amount of the indemnified party relative recovery costs. If any amount referred to in clauses (a) and (b) above is received after payment by the Indemnified Party of the total amount otherwise required to be paid to an Indemnified Party pursuant to this Article 7, the Indemnified Party shall reimburse the indemnifying party, immediately upon such receipt, any sums which the indemnifying party would not have been required to pay under this Article 7 if such sums had been received prior to such payment.

7.3.3If the Indemnified Party receives any payment from an Indemnified Party in respect of any Loss pursuant to Section 7.1.1 or Section 7.1.2 and the Indemnified Party subsequently recovers all or part of such Losses from a third party based on a Claim Underlying, asserted against the Indemnified Party, the Indemnified Party shall assign its rights to sue such Third Party as necessary to enable the Indemnified Party to recover the amount of such payment from the Third Party.

7.3.4Seller's and Buyer's representations and warranties contained in this Agreement will survive Closing and will continue in full force and effect thereafter, including the first anniversary of the Closing Date (except for any Key Representatives, who will remain in full force and effect and will survive the applicable statute of limitations);offeredthat the representations and warranties in section 3.1.14 (tax issues), must survive for up to 30 days after the end of the applicable limitation period. Any obligation of a Party to indemnify the other Party in respect of any breach of a convention or agreement referred to in Article 4 shall survive termination up to and including the first anniversary of

Closing date. A party's obligation to indemnify the other party under Section 7.1.1(b) or Section 7.1.2(b), as applicable, with respect to any breach of any covenant or agreement to be performed upon closing will continue up to 60 days after the expiration of the applicable statute of limitations, unless otherwise provided herein. In the event notice of any indemnity claim under this SECTION 7 is given within the applicable survival period, the representations and warranties, covenants, agreements and other indemnity matters which are the subject of such claim (and the right to pursue such Claim ) will survive with respect to such Claim until such Claim, if fully and finally resolved, requires no litigation relating thereto for such Claim to survive. The parties intend that the survival periods set forth in this Section 7.3.4 supersede any statute of limitations applicable to such representations, warranties, covenants, agreements or other tortuous matters or claims relating thereto.

7.3.5For the avoidance of doubt, no Indemnified Party shall be entitled to compensation under this Article 7 in respect of any Loss to the extent that such Indemnified Party has previously been indemnified or indemnified in connection with such Loss pursuant to any other provision of this Agreement or any provision of any supplemental contract.

7.3.6For purposes of calculating the amount of any loss arising out of or relating to (a) any breach by Seller of any of the representations or warranties made by Seller in ARTICLE 3 of this Contract or made by Seller in an Ancillary Contract to which a Buyer is indemnified . is entitled to compensation under this SECTION 7 or would be entitled to compensation under this SECTION 7 but for any limitation imposed on its payment under Section 7.3.1 and (b) any default by Buyer of any of the representations or warranties made by Buyer in ARTICLE 3 of this Agreement or made by Buyer in any Supplementary Agreement for which a Seller Indemnifier is entitled to indemnity under this ARTICLE 7 or would be entitled to indemnity under this ARTICLE 7, but for any limitation imposed by payment thereof in Section 7.3. 1, if applicable. References in any representation or warranty to materiality, materiality, Material Adverse Effect, Purchaser's Material Adverse Effect or similar qualifications based on materiality shall be disregarded.

7.4 Tax treatment of compensation payments. All payments made pursuant to this Article 7 will be treated as adjustments to the purchase price for all tax purposes, unless otherwise required by applicable law.

7.5 exclusive remedy. Except for Seller's indemnification and reimbursement rights expressly set forth in Section 4.5.3 and subject to Section 9.9, each party acknowledges and agrees that the remedies set forth in this Article 7 shall, after Closing, be the sole and exclusive economic remedies for claims and damages. available to the parties and their respective affiliates arising out of or in connection with this Agreement and the transactions contemplated herein, except that nothing herein shall limit either party's liability for common law fraud. This Section 7.5 does not affect either party's ability to exercise any rights or remedies available to such party under an Additional Agreement with respect to claims arising under such Additional Agreement. Notwithstanding anything to the contrary contained in this Agreement, no breach of any representation, warranty, covenant or agreement contained herein shall, upon completion of the transactions contemplated by this Agreement, give rise to

any right of Buyer, on the one hand, or Seller, on the other hand, to terminate this Agreement or any of the transactions contemplated herein.

7.6 Compensation rights. Except as expressly permitted in Section 2.3.1(f), neither party shall be entitled to offset amounts due or obligations arising under this Agreement against other amounts due and payable under this Agreement or amount due. payable, or any obligations arising under an Ancillary Agreement. The payment obligations under each of this Agreement and the Ancillary Agreements will remain independent obligations of each party, regardless of any amounts owed to any other party under this Agreement or the respective Ancillary Agreements.

ARTICLE 8
TERMINATION

8.1 closing. Prior to termination, this Agreement will terminate on the first occurrence of one of the following events:

8.1.1the mutual written agreement between buyer and seller;

8.1.2by written notice given by Buyer or Seller to the other if Closing did not occur on or before December 31, 2016 (theData final) (except for a breach of any representation or warranty herein by the party intending to terminate this Agreement or as a result of that party's failure to perform or perform any of its covenants, agreements or obligations under this Agreement and except as a result of the failure of any closing condition in favor of the non-rescissing party, whose closing condition was waived by the non-rescissing party;since however, that (a) Buyer shall not have the right to terminate this Agreement pursuant to this Section 8.1.2 pending litigation brought before the Closing Date by Seller for specific performance of this Agreement, and (b) Seller shall not have the right to terminate this Agreement in accordance with this Section 8.1.2 pending any legal action taken prior to the End Date by Buyer for specific performance of this Agreement;

8.1.3by written notice given by Buyer to Seller, if (a) there is breach by Seller of a representation or warranty by Seller contained in this Agreement, or (b) there is breach by Seller of any covenant, agreement or obligation under Seller in this Agreement. Contract, and such breach described in clause (a) or (b), will result in the failure of a condition set out in Section 6.2.1 or Section 6.2.2 which Buyer has not waived, or in the event of a breach of any covenant or agreement is not cured earlier than (i) the 20th day after Buyer's written notice to Seller and (ii) the day which is two business days before the Closing Date;offered, that Purchaser may not terminate this Agreement in accordance with this Section 8.1.3 if Purchaser has breached any representation, warranty or covenant, agreement or obligation contained in this Agreement that would result in the failure of a condition set forth in Section 6.3.1 or Section 6. 3.2;

8.1.4by written notice given by Seller to Buyer if (a) Buyer has breached Buyer's representation or warranty contained in this Agreement or

(b) there will be a breach by Purchaser of any covenant, agreement or obligation of Purchaser under this Agreement and such breach described in clause (a) or clause (b) will result in the failure of a condition set forth in Section 6.3.1 or Section 6.3.2 and not waived by Seller or, in the case of breach of any covenant or agreement, not cured by (i) the 20th day after Seller's written notice to Buyer and (ii) the day which is two business days before the Final date;offered, that Seller may not terminate this Agreement in accordance with this Section 8.1.4 if Seller has breached any representation, warranty or covenant, agreement or obligation contained in this Agreement that would result in the failure of a condition set forth in Section 6.2.1 or Section 6.2.2; or

8.1.5upon written notice given by Seller to Buyer if (i) all conditions set forth in Section 6.1 and Section 6.2 have been satisfied and remain satisfied (except those conditions which (a) pursuant to their terms must be satisfied at Closing or (b) the failure of which is attributable to Buyer's breach of its representations, warranties, covenants or agreements contained in this Contract), (ii) Seller has irrevocably confirmed by written notice to Buyer that (A) all of the conditions set forth in section 6.3 have been met, or that it is willing to waive any unfulfilled conditions set forth in Section 6.3 and (B), if Buyer fulfills its obligations hereunder, Seller is prepared to close and (iii) the transactions contemplated herein; must not be completed within two working days of the delivery of such notice;offered,However, that such conditions remain satisfied and such confirmation remains in full force and effect at the close of business on another business day; or

8.1.6by Seller or Buyer upon written notice of such termination to the other Party, if a court of competent jurisdiction or other governmental authority having jurisdiction over the Parties issues an order or judgment or takes any other action permanently restricting, imposing or otherwise form prohibits the transactions contemplated by this Agreement and such order or other action has become final and unappealable;offered,However, in each case the right to terminate this Agreement under this Section 8.1.6 is not available to either party whose breach of any of its representations, warranties, covenants or agreements contained herein resulted in the circumstances giving rise to the right to terminate this contract in accordance with this section 8.1.6.

8.2 Termination procedure and effect.

8.2.1 Notice of term. Termination of this Agreement by either Buyer or Seller shall be upon delivery of written notice to the other. Such notice will set forth the termination clause of this Agreement which such terminating party asserts constitutes the basis for terminating this Agreement. Termination of this Agreement pursuant to the provisions of Section 8.1 shall be effective upon the date of delivery of such written notice as determined pursuant to Section 9.2.

8.2.2 Effect of Termination. In the event of termination of this Agreement pursuant to Section 8.1 by Buyer or Seller, this Agreement shall terminate and be of no further effect and there shall be no liability hereunder for Seller, Buyer or any of their respective affiliates. , except section 3.3 (Exclusivity of Representations), what

Seller's rights to indemnification and reimbursement as described in section 4.5.3 (Financing), Section 5.3 (Announcement), Section 5.4 (confidentiality), this section 8.2.2 (Effect of Termination), Section 8.2.3 (Removal of certain apps), Section 8.3 (Reverse Termination Rate) and Article 9 (several) will survive any termination of this Agreement. For the avoidance of doubt, in the event of termination of this Agreement in accordance with Clause 8.1, the Parties will not enter into any Additional Agreements or have any obligations under this Agreement. Nothing in this Section 8.2.2 exempts either party from (x) liability for common law fraud or (y) subject to Section 8.3, liability arising out of any breach of this Agreement prior to its termination.

8.2.3 Removal of certain apps. As soon as possible after any termination of this Agreement for any reason, but in no event later than 30 days after such termination, Buyer or Seller shall, to the extent practicable, withdraw all orders, orders and other submissions relating to the transactions contemplated by this Agreement made or submitted by or on behalf of such party, any governmental authority or other person.

8.3 Reverse Termination Rate.

8.3.1If Seller validly terminates this Agreement pursuant to Section 8.1.3 or Section 8.1.5, Buyer shall pay Seller a non-refundable amount corresponding to the Reverse Termination Fee in cash by wire transfer from immediately available funds within 10 business days of such termination.

8.3.2If Seller receives full payment of the Reverse Termination Fee pursuant to Section 8.3.1, the Reverse Termination Fee, together with Seller's and its Affiliates' refund and indemnity rights pursuant to Section 8.3.3, if any, they will belong to the Seller. and its affiliates' sole and exclusive remedy with respect to, and shall be deemed liquidated damages for, any loss suffered or incurred by Seller or any other person in connection with this Agreement (and its termination), the transactions contemplated herein (and the abandonment or termination thereof) except in accordance with the Non-Disclosure Agreement, including with respect to any breach of this Agreement or breach of any covenants, obligations or agreements set forth herein or otherwise, including failure to complete the Closing in accordance with the terms here, and no seller or any of its affiliates or anyone else shall have any further or other access to, or rights or remedies against, or shall be entitled to make or maintain any claims, demands, actions, proceedings or causes of action against, Buyer , its affiliates, funding sources or any of its former, present or future general or limited partners, shareholders, officers, members, directors, officers, employees, consultants, agents or affiliates or any of its former, present or future partners general or limited, shareholders, managers, members, directors, officers, employees, agents or affiliates of the foregoing or any other person arising out of, under or in connection with this Agreement (or its termination), any of the transactions contemplated herein (or abandonment or termination thereof) or any matter giving rise to such termination, including for failure to complete such transactions, whether due to a breach of the terms contained herein or otherwise. The reverse termination fee can only be paid once. For the avoidance of doubt, in no event shall Seller be permitted or entitled to receive a specific performance award pursuant to Section 9.9 of this Agreement and the Reverse Termination Fee.

8.3.3Seller and Buyer acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, that the Reverse Termination Fee represents a reasonable settlement that will compensate Seller for the efforts and resources, that the opportunities have been exercised and waived during the negotiation of this Agreement and on the basis of this Agreement and in anticipation of consummation of the transactions contemplated by this Agreement and for losses likely to arise or be suffered as a result of Seller's termination of this Agreement, the amount of which would be impossible to accurately calculate and not a fine, and that without those agreements neither Seller nor Buyer would have entered into this Contract. If Buyer fails to pay the reverse termination fee when due, Buyer shall pay Seller's and its Affiliates' costs and expenses (including reasonable attorneys' fees and expenses) in connection with requesting such payment, together with interest (calculated as interest simple) on the reverse termination fee from the date such payment would have been made hereunder until the date such payment was actually received by Seller (whether before or after any insolvency or bankruptcy), at the rate interest rate then in effect for the payment. must be done below.

ARTICLE 9
SEVERAL

9.1 Governing Law, Jurisdiction, Venue and Service.

9.1.1 choice of law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, excluding any conflict or choice of law principles that would otherwise refer the construction or interpretation of this Agreement to the substantive laws of another jurisdiction.

9.1.2 Jurisdiction. Subject to Section 9.9, the parties irrevocably and unconditionally agree to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York for any suit, action or proceeding (other than appeals thereof) arising therefrom or relating to this Agreement, and you agree not to commence any action, process or proceeding (other than appeals) in connection therewith, except in such courts. The parties irrevocably and unconditionally waive their right to a jury trial in connection with any legal action arising out of or relating to this Agreement, any Ancillary Agreement, or the transactions contemplated by or hereby.

9.1.3 Meeting point. The parties irrevocably and unconditionally waive any objection to the determination of venue for any proceeding, action or proceeding (other than an appeal) arising out of or relating to this Agreement in the courts of the State of New York or the United States District Court for the District of Southern New York, and hereby irrevocably and unconditionally waive and agree not to plead or assert in any court that such suit, action or proceeding brought in any court was brought in an inconvenient forum.

9.1.4 Service. Each Party further agrees that the sending of any suit, subpoena, notice or document by certified mail to its address set forth in Section 9.2.2 shall be an effective service of process for any cause, action or proceeding brought against it pursuant to this agreement i

such court.

9.2 Notifications.

9.2.1 information requirements. Any notice, request, demand, waiver, consent, approval or other communication permitted or required by this Agreement (each, oneTo perceive) must be in writing, refer specifically to this Agreement, and will be deemed delivered only if delivered by hand or sent by facsimile transmission or by email with PDF attachment (with confirmed transmission) or by courier service. internationally recognized night delivery, keeping records of delivery addressed to the parties at their respective addresses set out in section 9.2. address takes effect in accordance with this Section 9.2. Such notice will be deemed given on the date delivered by hand or internationally recognized daily delivery service or confirmed as received by fax or email (with acknowledgment of receipt by telephone or, in the case of fax only, by email or by delivery ( other than such facsimile) of such communication by an internationally recognized daily delivery service which maintains records of delivery). Any notice given by fax or e-mail must be confirmed by a hard copy delivered as soon as possible. If a notice deemed given upon receipt is given after 5:00 pm at the place of receipt (the parties understand and agree that the above applies only to notices and not copies), such notice will be deemed given the next business day.

9.2.2Address for notification.

If to the seller, to:

AstraZeneca AB

151 85 Södertälje, Sweden

Attention: Corporate Vice President

with a copy (not constituting effective notice) to:

AstraZeneca Pharmaceuticals LP

1800 Concord Pike

Wilmington, DE 19086

Attention: Ricardo Kenny

E-mail: ***@***

and a copy (not constituting effective notice) to:

Covington & Burling LLP
a city center
850 Ten Street, NW
Washington, DC 20001
Fax: (202) 662-6291
Attention: Michael J. Riella

If for the buyer, to:

Aralez Pharmaceuticals Trading DAC

56 Fitzwilliam Square

Dublin 2, Ireland

Fax: +353 61 363 682

Attention: Andrew I. Koven, Director

Aralez Pharmaceuticals Inc.

7100 West Credit Avenue, Suite101

Mississauga, Ontario L5N 0E4, Canada

Fax: (347) 983-6777

Attention: Eric L. Trachtenberg

with a copy (not constituting effective notice) to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Fax: (212) 728-8111

Attention: Russell L. Leaf

Adam M. Turtletaub

9.3 No benefit to third parties. The covenants and agreements contained in this Contract are for the sole benefit of the parties and their successors and permitted assigns and, except for the Buyer's and Seller's Indemnity rights under Article 7, they shall not be construed as conferring any rights on any another person .

9.4 Waiver and Non-Exclusion of Remedies. Any term or condition of this Agreement may be waived at any time by the party entitled to benefit therefrom, but such waiver will not be effective unless set forth in a written instrument duly signed by or on behalf of the party waiving such term. or condition. A waiver by either party of any right hereunder or the other party's failure to perform or default shall not be deemed a waiver of any other right hereunder or any other breach or default of the other party, whether of a similar nature. otherwise. The rights and remedies set forth herein are cumulative and do not exclude other rights or remedies provided by applicable law or otherwise available, except as expressly provided herein.

9.5 Expenses. Unless otherwise provided in this document or any related agreement, and regardless of whether Closing takes place or not, each party shall bear all costs and expenses incurred by it in connection with the transactions contemplated herein.

9.6 Assignment. Neither this Agreement nor any of the parties' rights or obligations may be assigned or delegated by such party without the prior written consent of

other party, and any attempted assignment or delegation of this Agreement or any such rights or obligations by either party without the prior written consent of the other party shall be null and void;offered,However, that each Party may assign any of its rights or obligations to an Associated Company without the prior written consent of the other Party, and Buyer may assign this Agreement with security to any Funding Source (or other creditor to Buyer or its Affiliates ) under the Credit Agreement (or other facilities or agreements under which Buyer or its Affiliates borrow money from time to time) without Seller's prior written consent, but the Transferring Party remains liable for all its obligations hereunder established notwithstanding such transfer. Subject to the foregoing clause, this Agreement will be binding, inure to the benefit of, and enforceable by, the parties and their respective successors and permitted assigns. Notwithstanding the foregoing, in the event that a party assigns its rights or obligations under this Agreement or otherwise makes payments from a jurisdiction other than the jurisdiction in which the party is incorporated (eachAssignment), and immediately after such transfer, the amount of tax that must be withheld from any payment under this Agreement is greater than the amount of tax that would have been withheld in the absence of such transfer, then such increase in withholding tax is borne by the party making such transfer.

9.7 To change. This Agreement may not be modified, amended, modified or supplemented except by the execution and delivery of a written agreement signed by both parties.

9.8 Separability. If any provision of this Agreement is held by a court of competent jurisdiction to be unlawful, void or unenforceable under any present or future law, and if either party's rights or obligations under this Agreement are not materially and adversely affected thereby, ( a) such provision shall be completely severable, (b) this Agreement shall be construed and enforced as if such illegal, void or unenforceable provision had never comprised any part of it, (c) the remaining provisions of this Agreement shall remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or its termination, and (d) in place of such illegal, invalid or unenforceable provision there will automatically be added as part of this Agreement a legal, valid and enforceable provision corresponding to such illegal provision, invalid or unenforceable as is possible and reasonably acceptable to the parties.

9.9 just relief. The parties agree that irreparable damage will result if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise violated. It is agreed that a party shall be entitled to an injunction or injunction to prevent a breach of this Agreement and to specifically enforce the terms and provisions of this Agreement in any court of the United States or of any state having jurisdiction, in addition to any other remedies available to it. right by law or equity. Each party waives (a) any requirement that the other party furnish a bond or other security as a condition of obtaining such relief and (b) any defense in any action for specific performance, including the defense that an appeal would suffice. For the avoidance of doubt, subject to the following sentence, Seller's exercise of right to seek specific performance under this Section 9.9 shall not reduce, limit or otherwise limit Seller's right

terminate this Agreement in accordance with Section 8.1.5 and receive a reverse termination fee. Notwithstanding anything to the contrary in this Agreement (including this section 9.9), it is expressly agreed that Seller and its affiliates shall be entitled to specific performance (or seek specific performance) of Buyer's obligations to complete the transactions contemplated in this Agreement (including the payment of the Purchase Price at Closing) only in the event that (a) all conditions of Buyer's obligations set forth in Section 6 have been satisfied or waived on the date on which the Closing would have been consummated in accordance with the terms of this Agreement; Agreement (except for conditions required by its terms to be satisfied at Closing), (b) the Debt Financing has been or will be financed at Closing, and (c) Seller has irrevocably confirmed by written notice to Buyer that (A) all conditions set forth in Section 6.3 are satisfied or that it is willing to waive any unfulfilled conditions set forth in Section 6.3 and (B) if Buyer fulfills its obligations set forth herein, Seller is prepared to cause the closing to take place;offered,However, that such conditions remain satisfied and such confirmation remains in full force and effect at Closing. For the avoidance of doubt, in no event shall Seller or any other Person be entitled to specifically enforce or seek to enforce Buyer's obligation to complete the transactions contemplated by this Agreement if the Debt Financing has not been (or will not be) financed) in the Closing, if transactions carried out under this Agreement are completed on Closing).

9.10 damage waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS A RESULT OF COMMON LEW FRAUD OR TO THE EXTENT PAID OR PAYABLE UNDER A THIRD PARTY CLAIM, NEITHER BUYER OR SELLER SHALL BE LIABLE TO ANY OTHER FOR ANY CLAIMS OR PROCEEDINGS FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR MORE DAMAGES FOR LOSS OF PROFITS, REVENUE OR INCOME, DECREASE IN VALUE, OR LOSS OF BUSINESS OPPORTUNITY (WHETHER FORESEEABLE OR OTHERWISE RESULTING FROM ANY BREACH OF THIS AGREEMENT OR ACTIONS, WHETHER MADE IN CONNECTION WITH, OR ACCORDING TO HERMEL, INCLUDING SUCH DAMAGES BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE, NEGLIGENCE), STATUTORY, TORT OR ANY OTHER THEORY OF RECOVERY.

9.11 English language. This Agreement must be written and executed, and all other communications under or in connection with this Agreement must be in the English language. Any translation into another language will not be an official version of this document and, in case of conflict of interpretation between the English version and this translation, the English version will prevail.

9.12 bulk sale bylaws. Buyer waives Seller's compliance with the requirements and provisions of any applicable bulk sale or bulk transfer laws in any jurisdiction that may be applicable in connection with transactions under this Agreement.

9.13 Representation by a lawyer. Each party represents and agrees with the other

that he was represented or had the opportunity to be represented by independent counsel of his own choosing, and that he had the full right and opportunity to consult his respective counsel, who to the extent that, if any, he so wished, he exercised this right and option, that he or his authorized officers (as the case may be) have carefully read and fully understood this Agreement and the related agreements in their entirety and have fully explained them by such Party's respective attorneys, that each is fully aware of their content and their meaning, intent and legal effect, and that he or his authorized officer (as the case may be) is competent to sign this Agreement and has signed this Agreement free from duress, coercion or undue influence.

9.14 Counterparts. This Agreement may be executed in any number of copies, and each of these copies will be considered an original instrument, but all such copies together will constitute only one Contract. Delivery of a signed copy of a signature page to this Agreement by facsimile or other electronic transmission (including in portable document (pdf) format, such as a Joint Photographic Expert Group (jpg) or other file) will be effective as delivery of a manually signed document via the original of this contract.

9.15 all business. This Agreement, together with the forms and schedules expressly contemplated herein and attached thereto, the Buyer Notification Forms, the Seller Notification Forms, the Related Agreements, the Confidentiality Agreement and the other contracts, certificates and documents delivered in connection herewith or with them or otherwise in connection with the transactions contemplated herein, and therefore constitutes the entire agreement between the parties with respect to the transactions contemplated herein or hereby, and supersedes all agreements, understandings, promises and prior representations, written or oral, between the parties regarding the subject matter hereof and this document, including the non-disclosure agreement. In the event of any inconsistency between such schedules and schedules and this Agreement, the terms of this Agreement will prevail.

9.16 Guarantee.

9.16.1The Guarantor hereby irrevocably, absolutely and unconditionally guarantees the due and timely payment of any amount or amounts to be paid by the Purchaser and its affiliates (except the Guarantor) in accordance with this Agreement, including in accordance with ARTICLE 7 (collectively,secured obligations). Buyer acknowledges and agrees that the guarantee described in this section 9.16 is a primary guarantee of payment and not of collection. Guarantor agrees that if Buyer fails to make any payment required by Buyer under this Agreement when due, such amount will for this purpose be deemed due and payable by Guarantor upon written notice from Seller to Guarantor demanding its payment. . Without limiting the generality of the foregoing, Guarantor agrees that its obligations under this Section 9.16 are independent of those of Buyer, and its liability includes all obligations and liabilities that form part of the Secured Obligations, irrespective of whether any action is brought against Buyer or whether Buyer is involved in such action or actions.

9.16.2The Guarantor's liability under this Clause 9.16 for the Secured Obligations will be irrevocable, unconditional and absolute and without limitation of generality

of the foregoing, may not be disclosed, transmitted or otherwise affected by:

(em)any extension, renewal, agreement, commitment, waiver or release in any respect of any obligation of Buyer or such affiliates, by operation of law or otherwise, unless and to the extent Seller consents to such extension, renewal, agreement, agreement, waiver or release;

(b)any amendment, modification or supplement to this Agreement or any Supplemental Agreement;

(c)any change in the corporate existence, structure or ownership of Buyer or such Affiliates, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Buyer, such Affiliates or their respective assets, or any consequent release or release of any liability for the Buyer or such . Affiliated companies;

(d)the existence of any claim, compensation or other right that the Guarantor may at any time have against the Purchaser or such Affiliates;offeredthat nothing here shall prevent the assertion of such a claim by separate action or binding counterclaim;

(e)any invalidity or unenforceability of this Agreement, any Supplemental Agreement or any other document entered into in connection with or in connection with it for or against Buyer or such Affiliates for any reason, or any provision of law intended to prohibit Buyer or such Affiliates from performing . of their respective obligations under this Agreement, any Supplemental Agreement or any other document; or

(f)any other act or omission or delay of any kind by the Seller, Buyer or any other Person or any other circumstance which, except as provided in this Section 9.16, would constitute a lawful or equitable release of the Guarantor's obligations hereunder. .

9.16.3The Guarantor waives (a) notice of acceptance of the Guarantee in this Section 9.16, (b) notice of creation, renewal, extension or addition to any of the Secured Obligations, (c) presentation and demand of the Secured Obligations, (d) notice or evidence of the Guarantor's reliance on this Section 9.16 and (e) any right to require that any action against the Purchaser or any other person with respect to the Secured Obligations be instituted prior to any action against the Guarantor under section 9.16. Secured obligations will be deemed conclusively created, entered into or incurred on the basis of this Section 9.16, and all transactions between the buyer or guarantor, on the one hand, and the seller, on the other hand, will also be deemed conclusively to have been had or performed with based on this section 9.16.

9.16.4The Guarantor's obligations under this Clause 9.16 will continue and remain in full force and effect until irrevocable payment and performance of the Secured Obligations are binding on the Guarantor and his successors and permitted assigns and shall inure to the benefit of and be enforceable by the Seller and their successors and permitted assigns.

9.16.5Guarantor represents and warrants to Seller that: (a) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and (b) Guarantor has the necessary organizational power and authority to execute and deliver this Agreement and complete the transactions you intend to carry out under this Agreement. The Guarantor has taken all organizational actions required by its organizational documents to authorize the execution and delivery of this Agreement and to authorize the consummation of the transactions contemplated by this Agreement. The Guarantor has duly signed and delivered this Agreement and (subject to due authorization, execution and delivery by the other parties) this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms subject to execution, exceptions to execution.

[The subscription page follows]

IN TESTIMONY OF WHAT, the parties have executed this agreement on the Execution Date.

ASTRAZENECA AB


By:	/s/ Por Alfredsson
	Name:		Por Alfredsson
	Title:		Vice President, Global Supply Chain&
			Strategy


ARALEZ PHARMACEUTICALS TRADING DAC


By:	/s/ Andrew I. Koven
	Name:	André I. Koven
	Title:	Manager


Ssolely for the purposes of Section 9.16 of this document:

ARALEZ PHARMACEUTICALS INC.


By:	/s/ Adrian Adams
	Name:	Adrian Adams
	Title:	CEO

[PURCHASE AGREEMENT SIGNATURE PAGE]

ASSET PURCHASE AGREEMENT between AstraZeneca AB, Aralez | Aralez Pharmaceuticals Inc. | commercial contracts (2023)

References