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`EXECUTION VERSION
`
`ASSET PURCHASE AGREEMENT
`
`by and among
`
`POZEN Inc.,
`
`Aralez Pharmaceuticals Trading DAC
`
`and
`
`Nuvo Pharmaceuticals (Ireland) Limited
`
`Dated as of September 18, 2018
`
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`TABLE OF CONTENTS
`
`ARTICLE 1 DEFINITIONS ........................................................................................................... 2
`
`1.1
`1.2
`
`Certain Defined Terms. ........................................................................................ 2
`Construction. ....................................................................................................... 17
`
`ARTICLE 2 SALE AND PURCHASE OF ASSETS; LIABILITIES.......................................... 18
`
`2.1
`2.2
`2.3
`2.4
`
`Sale of Purchased Assets. ................................................................................... 18
`Liabilities. ............................................................................................................ 19
`Consideration. ..................................................................................................... 20
`Closing. ................................................................................................................. 21
`
`ARTICLE 3 REPRESENTATIONS AND WARRANTIES ........................................................ 22
`
`3.1
`3.2
`3.3
`
`Representations and Warranties of Seller. ....................................................... 22
`Representations and Warranties of Buyer. ...................................................... 27
`Exclusivity of Representations. .......................................................................... 29
`
`ARTICLE 4 PRE-CLOSING COVENANTS .............................................................................. 29
`
`Access and Information. ..................................................................................... 29
`4.1
`4.2 Ordinary Course of Business. ............................................................................ 30
`Notification of Certain Matters. ........................................................................ 31
`4.3
`4.4 Obligation to Consummate the Transaction. ................................................... 32
`Financial Statements. .......................................................................................... 32
`4.5
`Non-Solicitation of Bids. ..................................................................................... 33
`4.6
`4.7 Key Employee Retention Plan. .......................................................................... 33
`Financing. ............................................................................................................ 33
`4.8
`Co-operation with Financing. ............................................................................ 33
`4.9
`4.10 Transitional Services. ......................................................................................... 34
`4.11 Deposit. ................................................................................................................. 35
`4.12 TSX Conditional Approval. ............................................................................... 35
`Ireland Employees. ............................................................................................. 36
`4.13
`Ireland Lease ....................................................................................................... 36
`4.14
`
`ARTICLE 5 ADDITIONAL COVENANTS ................................................................................ 38
`
`Cooperation in Litigation and Investigations. .................................................. 38
`5.1
`Further Assurances. ............................................................................................ 39
`5.2
`Publicity. .............................................................................................................. 40
`5.3
`Product Liability Claims. ................................................................................... 40
`5.4
`Certain Tax Matters. .......................................................................................... 41
`5.5
`Accounts Receivable and Payable. .................................................................... 43
`5.6
`5.7 Wrong Pockets. ................................................................................................... 43
`Purchased Intellectual Property. ....................................................................... 44
`5.8
`
`i
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`Bankruptcy Court Filings and Approval. ......................................................... 44
`5.9
`5.10 DIP Financing Orders. ....................................................................................... 45
`5.11 Service of Approval Motion ............................................................................... 46
`5.12 Copies of Pleadings ............................................................................................. 46
`5.13 Patent Enforcement Costs .................................................................................. 46
`
`ARTICLE 6 CONDITIONS PRECEDENT ................................................................................. 46
`
`6.1
`6.2
`6.3
`
`Conditions to Obligations of Buyer and Seller. ................................................ 46
`Conditions to Obligations of Buyer. .................................................................. 47
`Conditions to Obligations of Seller. ................................................................... 49
`
`ARTICLE 7 NO SURVIVAL OF REPRESENTATIONS, WARRANTIES AND PRE-
`CLOSING COVENANTS ............................................................................... 49
`
`7.1
`7.2
`
`No Survival. ......................................................................................................... 49
`No Recourse. ........................................................................................................ 50
`
`ARTICLE 8 TERMINATION ...................................................................................................... 50
`
`8.1
`8.2
`8.3
`
`Termination. ........................................................................................................ 50
`Procedure and Effect of Termination. .............................................................. 52
`Termination Fee; Expense Reimbursement. .................................................... 53
`
`ARTICLE 9 MISCELLANEOUS ................................................................................................ 54
`
`9.1 Governing Law, Jurisdiction, Venue and Service. ........................................... 54
`Notices. ................................................................................................................. 55
`9.2
`No Benefit to Third Parties. ............................................................................... 57
`9.3
`9.4 Waiver. ................................................................................................................. 57
`Expenses. .............................................................................................................. 57
`9.5
`Assignment........................................................................................................... 57
`9.6
`Amendment. ........................................................................................................ 57
`9.7
`Severability. ......................................................................................................... 57
`9.8
`Equitable Relief. .................................................................................................. 58
`9.9
`9.10 Financing Sources. .............................................................................................. 58
`9.11 No Liability. ......................................................................................................... 59
`9.12 English Language. ............................................................................................... 59
`9.13 Bulk Sales Statutes. ............................................................................................. 60
`9.14 Representation by Counsel. ................................................................................ 60
`9.15 Counterparts. ...................................................................................................... 60
`9.16 Entire Agreement. ............................................................................................... 60
`
`ii
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`EXHIBITS
`
`Exhibit A
`Exhibit B
`Exhibit C
`Exhibit D
`Exhibit E
`Exhibit F
`Exhibit G
`Exhibit H
`Exhibit I
`
`Form of Bill of Sale and Assignment and Assumption Agreement
`Form of Domain Name Transfer Agreement
`[Intentionally Omitted]
`Form of Patent Assignment Agreement
`Form of Trademark Assignment
`Form of Bidding Procedures Order
`Form of Bid Procedures
`Form of Approval Order
`Form of Interim DIP Financing Order
`
`iii
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`ASSET PURCHASE AGREEMENT (this “Agreement”) is made and executed as of
`September 18, 2018 (the “Execution Date”), by and among POZEN Inc., a Delaware
`corporation (“Pozen”), Aralez Pharmaceuticals Trading DAC, an Irish designated activity
`company (“Aralez Ireland,” and together with Pozen, “Seller”) and Nuvo Pharmaceuticals
`(Ireland) Limited, an Irish corporation (“Buyer”). Seller and Buyer are sometimes referred to
`herein individually as a “Party” and collectively as the “Parties.”
`
`RECITALS
`
`WHEREAS, Seller and certain of its Affiliates are engaged in the Product Business;
`
`WHEREAS, on August 10, 2018 (the “Petition Date”) Seller and certain of its.
`Affiliates (the “U.S. Debtors”) sought relief under Chapter 11 of Title 11, §§ 101 et seq., of the
`United States Code (as amended, the “Bankruptcy Code”) by filing cases (the “Chapter 11
`Cases” and the proceedings commenced by such filing, the “Restructuring Proceedings”) in
`the United States Bankruptcy Court for the Southern District of New York (the “U.S.
`Bankruptcy Court”);
`
`WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller,
`certain assets and rights associated with the Product and the Product Business, upon the terms
`and conditions hereinafter set forth;
`
`WHEREAS, the Purchased Assets and Assumed Liabilities are assets and liabilities of
`Seller which are to be sold and assumed pursuant to the Approval Order approving such sale
`pursuant to section 363 of the Bankruptcy Code, free and clear of all Encumbrances and
`Liabilities except Assumed Liabilities and Permitted Encumbrances, which order will include the
`authorization for the assumption and assignment of certain executory contracts and unexpired
`leases and liabilities thereunder under section 365 of the Bankruptcy Code, all in the manner and
`subject to the terms and conditions set forth herein and in accordance with other applicable
`provisions of the Bankruptcy Code;
`
`WHEREAS, an Affiliate of Buyer, Nuvo Pharmaceuticals Inc. (“Nuvo”), will enter into
`the Canadian Purchase Agreement (as defined herein) simultaneously with the execution of this
`Agreement pursuant to which, among other things, Nuvo will agree to purchase all of the shares
`of Aralez Pharmaceuticals Canada Inc. (“Aralez Canada”) from an Affiliate of Seller, Aralez
`Pharmaceuticals Inc. (“Parent”), and Parent will agree to sell all of the shares of Aralez Canada
`to Nuvo;
`
`WHEREAS, in connection with the entry into this Agreement, Buyer shall use
`commercially reasonable efforts to cause, within five Business Days of the date hereof, an
`aggregate amount equal to $1,900,000 in cash to be deposited on its behalf as a “good faith
`deposit” (the “Deposit”) by wire transfer of immediately available funds to the Escrow Agent, to
`be held in escrow in accordance with the terms of the escrow agreement (the “Deposit Escrow
`Agreement”) entered into on the date hereof between and among Buyer, Seller and the Escrow
`Agent; and
`
`1
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`WHEREAS, at the Closing, Seller (or certain of its Affiliates) and Buyer (or certain of
`its Affiliates) intend to enter into the Ancillary Agreements.
`
`NOW, THEREFORE, in consideration of the mutual benefits to be derived from this
`Agreement, the representations, warranties, conditions, agreements and promises contained
`herein and other good and valuable consideration, the receipt and sufficiency of which are
`hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
`
`ARTICLE 1
`DEFINITIONS
`
`1.1
`Certain Defined Terms. As used herein, the following terms shall have the
`following meanings:
`
`“Accounts Receivable” means all amounts that, in accordance with GAAP as applied by
`Seller and its Affiliates on a consistent basis, constitute, as of the Closing, accounts receivable,
`notes receivable and other indebtedness due and owed by any Third Party to Seller or any of its
`Affiliates arising from sales of the Product by or on behalf of Seller or its Affiliates prior to the
`Closing Date.
`
`“Act” means the United States Federal Food, Drug, and Cosmetic Act.
`
`“Affiliate” means, with respect to a Person, any other Person that, directly or indirectly,
`through one or more intermediaries, controls, is controlled by or is under common control with
`such first Person, and a Person shall be deemed to be controlled by another Person if controlled
`in any manner whatsoever that results in control in fact by that other Person (or that other Person
`and any Person or Persons with whom that other Person is acting jointly or in concert), whether
`directly or indirectly. For purposes of this definition, “control” and, with correlative meanings,
`the terms “controlled by” and “under common control with” mean, when used with respect to
`any specified Person, (a) the possession, directly or indirectly, of the power to direct the
`management or policies of that Person, directly or indirectly, whether through the ownership of
`securities, by trust, by contract, or otherwise or (b) the ownership, directly or indirectly, of more
`than 50% of the voting securities or other ownership interest of a business entity (or, with respect
`to a limited partnership or other similar entity, its general partner or controlling entity).
`
`“Agreement” has the meaning set forth in the preamble hereto, and includes all
`schedules and exhibits hereto, and all instruments supplementing, amending, modifying,
`restating or otherwise confirming this agreement.
`
`“Allocation” has the meaning set forth in Section 2.3.3.
`
`“Alternative Transaction” means the sale, transfer, other disposition, refinancing,
`restructuring or reorganization, directly or indirectly, including through an asset sale, share sale,
`merger, amalgamation, foreclosure or other transaction, including a plan of reorganization
`approved by the Bankruptcy Court or a plan of compromise and arrangement or plan of
`arrangement approved by any other court of competent jurisdiction, or resulting from the
`2
`
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`
`
`
`Auction, of any material portion of the Purchased Assets or the Product Business, in a single
`transaction or a series of transactions, with one or more Persons other than Buyer.
`
`
`
`“Ancillary Agreements” means the Bill of Sale, the Patent Assignment Agreement, the
`Deposit Escrow Agreement, the Domain Name Transfer Agreement, the Trademark Assignment
`and any other agreements, certificates and other instruments delivered, given or contemplated
`pursuant to this Agreement.
`
`“Appointee” has the meaning set forth in Section 8.1.5.
`
`“Apportioned Obligations” has the meaning set forth in Section 5.5.2(b).
`
`“Approval Motion” has the meaning set forth in Section 5.9.1.
`
`“Approval Order” has the meaning set forth in Section 5.9.1(b).
`
`“Aralez Canada” has the meaning set forth in the recitals.
`
`“Aralez Ireland” has the meaning set forth in the preamble.
`
`“Assumed Liabilities” has the meaning set forth in Section 2.2.1.
`
`“Auction” means the auction contemplated to be run in the sales process.
`
`“Avoidance Action” means any Claim of Seller arising under Chapter 5 of the
`Bankruptcy Code and any analogous state Law Claims relating to the Purchased Assets.
`
`“Back-up Bidder” has the meaning set forth in Section 5.9.2.
`
`“Bankruptcy Code” has the meaning set forth in the recitals.
`
`“Bankruptcy Court” means any or all of, as the context may require, the U.S.
`Bankruptcy Court and any other court before which the Restructuring Proceedings are held.
`
`“Bankruptcy Court Orders” has the meaning set forth in Section 5.9.1(a).
`
`“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure.
`
`“BAR Financial Statements” means the financial statement disclosure for a significant
`acquisition (as such term is defined in Part 8 of NI 51-102) required pursuant to Section 8.4 of
`NI 51-102 with respect to the Product Business, in accordance with written instructions
`(consistent with the requirements of Canadian Securities Laws) to be provided by Buyer or its
`counsel.
`
`“Bid Procedures” has the meaning set forth in Section 5.9.1(a).
`
`“Bidding Procedures Order” has the meaning set forth in Section 5.9.1(a).
`
`
`
`
`3
`
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`
`“Bill of Sale” means the Bill of Sale and Assignment and Assumption Agreement, in
`substantially the form attached as Exhibit A.
`
`“Business Day” means any day other than Saturday, Sunday or a day on which banking
`institutions in New York, New York or Toronto, Ontario are permitted or obligated by Law to
`remain closed.
`
`“Buyer” has the meaning set forth in the preamble hereto.
`
`“Canadian Purchase Agreement” means that certain Share Purchase Agreement, dated
`as of the date hereof, by and among the Parent, Aralez Canada and Nuvo.
`
`“Canadian Securities Laws” means, collectively, the applicable securities Laws of each
`of the provinces of Canada and the respective regulations and rules made under those securities
`Laws together with all applicable policy statements, instruments, notices, blanket orders and
`rulings of the Canadian Securities Administrators and the Securities Commissions.
`
`“CCAA Proceedings” means the proceedings commenced by the application, following
`the execution and delivery of the Canadian Purchase Agreement, by Parent and Aralez Canada
`with the Ontario Superior Court of Justice (Commercial List) for relief under the Companies’
`Creditors Arrangement Act (Canada).
`
`“Chapter 11 Cases” has the meaning set forth in the recitals.
`
`“Claims” mean, collectively, all rights, claims (as that term is defined in Section 101(5)
`of the Bankruptcy Code) and causes of action, whether class, individual or otherwise in nature,
`under contract or in law or in equity, known or unknown, contingent or matured, liquidated or
`unliquidated and all rights and remedies with respect thereto.
`
`“Closing” has the meaning set forth in Section 2.4.
`
`“Closing Date” means (a) the date that is sixteen (16) days following the day on which
`the last of the conditions of Closing set out in Article 6 (other than those conditions that by their
`nature can only be satisfied as of the Closing Date, but subject to the satisfaction of such
`conditions as of the Closing Date) has been satisfied or waived by the appropriate Party, or (b)
`such earlier or later date as the Parties may agree in writing, provided that, for greater certainty,
`the Closing Date shall be the same as the date of the closing of the transactions contemplated by
`the Canadian Purchase Agreement.
`
`“Closing Payment” has the meaning set forth in Section 2.3.1(b).
`
`“Code” means the US Internal Revenue Code of 1986.
`
`“Commitment Letter” means the commitment letter between Deerfield and Nuvo dated
`the date hereof under which Deerfield has agreed, subject to the terms and conditions set forth
`therein, to make the loans in the amounts set forth therein to Nuvo in order to enable Nuvo and
`Buyer to fund the Purchase Price, a copy of which has been delivered by Nuvo to Parent.
`4
`
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`
`
`
`
`
`
`“Confidentiality Agreement” means the Confidentiality Agreement, dated March 29,
`2018 by and between Nuvo and Aralez Canada.
`
`“Contract” means any contract, agreement, obligation, lease, sublease, license,
`sublicense, regulatory license, undertaking, engagement, sales order, purchase order, instrument
`or other legally binding commitment or arrangement of any nature, whether written or oral.
`
`“Control” means, with respect to any trademark, possession of the right, whether directly
`or indirectly, and whether by ownership, license or otherwise, to assign or grant a license,
`sublicense or other right to or under such trademark, as provided for herein or in any Ancillary
`Agreement without violating the terms of any Contract or other arrangement with any Third
`Party.
`
`“Cure Costs” shall mean (a) the Liabilities and obligations that must be paid or
`otherwise satisfied to cure all of Seller’s defaults under the Purchased Contracts necessary for the
`assumption thereof by and assignment to Buyer pursuant to Section 365 of the Bankruptcy Code,
`as provided herein and in the Approval Order and (b) to the extent not completed as of the
`Closing Date, all remaining outstanding costs to complete the Works.
`
`“Debt Financing” has the meaning set forth in Section 3.2.6.
`
`“Deed of Assignment” has the meaning given to it in Section 4.14.5.
`
`“Deerfield” means, collectively, investment funds managed by Deerfield Management
`Company, L.P. and certain affiliates thereof.
`
`“Deerfield Release Letter” means a letter or other instrument addressed by Deerfield to
`Nuvo and Parent irrevocably releasing and discharging at Closing all Encumbrances charging or
`secured by any of the Purchased Assets and releasing all claims of Deerfield against the
`Purchased Assets, other than Encumbrances relating to the Debt Financing.
`
`“Deposit” has the meaning set forth in the recitals.
`
`“Deposit Escrow Agreement” has the meaning set forth in the recitals.
`
`“DIP Agreement” means the senior secured super-priority debtor-in-possession credit
`agreement dated August 10, 2018 among Aralez Canada and Parent, as borrowers, Deerfield, as
`administrative agent and the lenders party thereto from time to time. For purposes hereof, the
`DIP Agreement shall mean the DIP Agreement as it existed as of August 10, 2018, without
`reference to any amendments made after such date.
`
`“DIP Financing Order” has the meaning set forth in Section 5.10.1.
`
`“Domain Name Transfer Agreement” means the Domain Name Transfer Agreement,
`in substantially the form attached as Exhibit B.
`
`
`
`
`5
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`
`
`
`
`
`
`“Encumbrance” means any mortgage, lien (statutory or otherwise), Claim, license,
`sublicense, pledge, security interest, charge, hypothecation, restriction, claim of ownership,
`lease, sublease, option, right of use or possession, preference, encroachment, restrictive
`covenant, right of first offer or refusal, title defect or other encumbrance or similar restriction of
`any kind.
`
`“Enforceability Exceptions” has the meaning set forth in Section 3.1.2.
`
`“Escrow Agent” means Citibank, N.A., together with its permitted successors and
`assigns.
`
`“Excluded Assets” means all assets, property, rights and interests of Seller and its
`Affiliates to the extent not primarily related to and used in the Product Business, other than the
`Purchased Assets described in Section 2.1.1(a) through 2.1.1(j). Without limiting the generality
`of the foregoing, the Excluded Assets shall include the following assets of Seller and its
`Affiliates (to the extent not constituting Purchased Assets described in Section 2.1.1(a) through
`2.1.1(j)): (a) all Intellectual Property of Seller and its Affiliates (other than the Purchased
`Intellectual Property); (b) all real property and tangible personal property of Seller or any of its
`Affiliates (but excluding the Purchased Product Records); (c) all Accounts Receivable; (d) all
`refunds, claims for refunds or rights to receive refunds from any Taxing Authority with respect
`to any and all Taxes paid or to be paid by Seller or any of its Affiliates (including any and all
`Taxes paid or to be paid by any of Seller’s Affiliates on behalf of Seller); (e) all insurance
`policies and insurance Contracts insuring the Purchased Assets, together with any claim, action
`or other right Seller or any Affiliate of Seller may have for insurance coverage under any past or
`present policies and insurance Contracts insuring the Purchased Assets; (f) all rights, claims or
`causes of action (including warranty claims) of Seller or its Affiliates under the Purchased
`Contracts related to products supplied or services provided to Seller prior to the Closing; (g) all
`Excluded Items; and (h) any Excluded Contract.
`
`“Excluded Contract” has the meaning set forth in Section 2.1.2.
`
`“Excluded Items” means any and all (a) books, documents, records, files and other items
`prepared in connection with or relating to the negotiation and consummation of the transactions
`contemplated by this Agreement or the Ancillary Agreements or otherwise prepared in
`connection with the divestiture of the Purchased Assets, including all (i) bids received from
`Third Parties (and related analyses) relating to the Product or the Product Business, (ii)
`confidentiality, joint defense or similar agreements with prospective purchasers of the Product or
`the Product Business, (iii) strategic, financial or Tax analyses relating to the divestiture of the
`Purchased Assets, the Assumed Liabilities, the Product and the Product Business, (iv) analyses
`regarding the competitive landscape (e.g., consultant reports regarding the market and likely
`future developments) of the Product or the Product Business (v) presentations or minutes relating
`to any of the meetings of Seller’s board of directors or committees thereof relating to strategic
`alternatives, including the transactions contemplated by this Agreement and (vi) presentations or
`other materials not primarily related to the Product Business relating to discussion with Seller’s
`lenders or key constituents or counterparties; (b) trade secrets not primarily related to the Product
`Business; (c) attorney work product, attorney-client communications and other items protected
`
`
`
`
`6
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`
`
`by established legal privilege and not primarily related to the Product Business, unless the books
`and records can be transferred without losing such privilege; (d) human resources and any other
`employee books and records; (e) financial, Tax and accounting records to the extent not related
`to the Product; and (f) electronic mail.
`
`
`
`“Excluded Liabilities” means all Liabilities of Seller or any of its Affiliates of whatever
`nature, whether presently in existence or arising or asserted hereafter, other than the Assumed
`Liabilities. Without limiting the generality of the foregoing, the Excluded Liabilities shall
`include the following: (a) Taxes of Seller or any of its Affiliates, including Taxes relating to the
`Product Business attributable to periods ending on or prior to the Closing Date provided that
`Transfer Taxes, Indirect Taxes and Apportioned Obligations shall be allocated between Buyer
`and Seller as provided in Section 5.5.2, (b) all Liabilities arising out of, resulting from, or
`relating to any Excluded Assets; (c) all accrued receipts and accounts payable arising out of the
`operation or conduct of the Product Business prior to the Closing, including under Purchased
`Contracts; (d) all indebtedness of Seller and its Affiliates, including, for greater certainty, any
`indebtedness owing by Seller or any of its Affiliates to Deerfield under existing credit facilities,
`note issuances or other financing facilities or under any debtor-in-possession financing in
`connection with the Restructuring Proceedings; (e) all Liabilities arising out of, resulting from,
`or relating to any unit of Product sold prior to the Closing or the Purchased Assets to the extent
`arising prior to the Closing, including all Liabilities relating to or arising from (i) defects in any
`goods (including the Product), materials, service or workmanship, in each case arising from the
`operation of the Product Business prior to the Closing, whether due prior to, at or following the
`Closing, including all Liabilities relating to any recalled Product sold prior to the Closing, and
`(ii) the return or exchange of Product sold prior to the Closing; (f) all Liabilities related to any
`employee of Seller or its Affiliates (except as set forth in Section 6.16 of the Canadian Purchase
`Agreement and Section 4.10 hereof); and (g) any Liabilities set forth on Section 1.1.1 of the
`Seller Disclosure Schedules. For the avoidance of doubt, it is understood and agreed that Buyer
`is not assuming any Liabilities presently in existence or arising and payable prior to the Closing,
`or Liabilities payable after the Closing but arising or relating to Liabilities or matters that arose
`prior to the Closing, in each case, regardless of when such Liabilities are discovered. All such
`Liabilities shall be Excluded Liabilities and shall be retained by and remain Liabilities of Seller
`or its Affiliates.
`
`“Execution Date” has the meaning set forth in the preamble hereto.
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`“Expense Reimbursement” shall mean the aggregate amount, which shall not exceed
`$425,000, of all reasonable out-of-pocket expenses (including all fees and expenses of counsel,
`accountants, investment banks, advisors, and consultants to Buyer or its Affiliates) incurred by
`Buyer or its Affiliates prior to any termination of this Agreement in accordance with Article 8
`relating to or in connection with (a) the purchase of the Purchased Assets, including the
`transactions contemplated by this Agreement and any Ancillary Agreements; (b) the negotiation,
`preparation, execution or performance of agreements relating to the purchase of the Purchased
`Assets, including this Agreement and any Ancillary Agreements; (c) the negotiation, preparation,
`execution or performance of the financing contemplated by the Commitment Letter; (d) business,
`financial, legal, accounting, tax, and other due diligence relating to the Purchased Assets; (e) the
`Chapter 11 Cases and (f) the diligence, analysis, negotiation, preparation, or execution of any
`7
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`MYLAN PHARMS. INC. EX. 1052 PAGE 11
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`MYLAN PHARMS. INC. EX. 1052 PAGE 11
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`18-12425-mg Doc 412-1 Filed 12/27/18 Entered 12/27/18 12:24:20 Exhibit Asset
` Purchase Agreement Pg 12 of 240
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`contracts or arrangements with any current or prospective lessors, vendors, agents, or payees of
`Seller and the Product Business.
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`“Exploit” or “Exploi