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`UNITED STATES BANKRUPTCY COURT
`SOUTHERN DISTRICT OF NEW YORK
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`In re:
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`Aralez Pharmaceuticals US Inc., et al.,1
`
`
`Debtors.
`
`
`
`
`Chapter 11
`
`Case No. 18-12425 (MG)
`
`(Jointly Administered)
`
`
`
`ORDER (A) AUTHORIZING THE SALE OF CERTAIN OF THE
`DEBTORS’ ASSETS PURSUANT TO THE STALKING HORSE
`AGREEMENT FREE AND CLEAR OF LIENS, CLAIMS,
`ENCUMBRANCES, AND OTHER INTERESTS TO THE FULLEST EXTENT
`PERMITTED BY LAW; (B) APPROVING THE ASSUMPTION AND ASSIGNMENT OF
`CERTAIN EXECUTORY CONTRACTS; AND (C) GRANTING RELATED RELIEF
`
`Upon the motion (the “Motion”) of the debtors and debtors-in-possession in the
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`above-captioned cases (collectively, the “Debtors”) for the entry of an order (this “Order”),
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`pursuant to sections 105(a), 363, and 365 of title 11 of the United States Code (the “Bankruptcy
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`Code”), Rules 2002, 6004, and 6006 of the Federal Rules of Bankruptcy Procedure (the
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`“Bankruptcy Rules”), and Rules 6004-1 and 6006-1 of the Local Bankruptcy Rules for the
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`Southern District of New York (the “Local Rules”):
`
`(i)
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`approving the sale (the “Sale”) of certain assets (as set forth in Section 2.1.1 of the
`Vimovo Stalking Horse Agreement (as defined below), the “Purchased Assets”)
`of POZEN Inc. and Aralez Pharmaceuticals Trading DAC (the “Vimovo Seller”)
`to Nuvo Pharmaceuticals (Ireland) Designated Activity Company (f/k/a Nuvo
`Pharmaceuticals (Ireland) Limited) (and any designee thereof, the “Vimovo
`Purchaser”), pursuant to that certain Asset Purchase Agreement dated as of
`September 18, 2018 (as attached hereto as Exhibit A, and as amended from time to
`time, including all schedules, exhibits, and ancillary documents, the “Vimovo
`
`
`1
`The Debtors in these cases and the last four digits of each Debtor’s federal taxpayer identification number are as
`follows: Aralez Pharmaceuticals Holdings Limited (5824); Aralez Pharmaceuticals Management Inc. (7166); POZEN
`Inc. (7552); Aralez Pharmaceuticals Trading DAC (1627); Aralez Pharmaceuticals US Inc. (6948); Aralez
`Pharmaceuticals R&D Inc. (9731); and Halton Laboratories LLC (9342). For the purposes of these cases, the Debtors’
`mailing address is Aralez Pharmaceuticals, c/o Prime Clerk LLC, P.O. Box 329003, Brooklyn, NY 11232.
`
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`Stalking Horse Agreement”)2 free and clear of all liens, claims, liabilities, rights,
`interests, setoff rights, and encumbrances to the fullest extent permitted by law,
`except where the Vimovo Seller has agreed to transfer, and the Vimovo Purchaser
`has expressly agreed to permit or assume, certain encumbrances and certain
`liabilities of the Vimovo Seller (as set forth and defined in the Vimovo Stalking
`the “Permitted Encumbrances” and
`the “Assumed
`Horse Agreement,
`Liabilities”);
`authorizing the assumption and assignment to the Vimovo Purchaser of certain
`executory contracts of the Vimovo Seller as set forth in Schedule 2.1.1(a)(i) of the
`Vimovo Stalking Horse Agreement (as set forth and defined in the Vimovo Stalking
`Horse Agreement, the “Purchased Contracts”); and
`granting certain related relief;
`
`(ii)
`
`(iii)
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`and the Court having entered an order approving bidding procedures and granting certain related
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`relief [D.I. 171] (the “Bid Procedures Order”) following a hearing on October 10, 2018 (the “Bid
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`Procedures Hearing”); and the Debtors having filed a notice in these cases on November 29,
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`2018 [Dkt. No. 334] cancelling the Auction and determining to seek Court approval of the sale of
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`the Purchased Assets to the Vimovo Purchaser (the “Notice of Successful Bidder”); and the Court
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`having held a hearing to approve the Sale on December 19, 2018, at which time all interested
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`parties were offered an opportunity to be heard with respect to the Motion (the “Sale Hearing”);
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`and the Court having reviewed and considered the Motion, the declarations filed in support of the
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`Motion, the Debtors’ Supplemental Motion for Order: (A) Authorizing and Approving Sale of
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`Certain of the Debtors’ Assets Free and Clear of Liens, Claims, Encumbrances and Other
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`Interests; (B) Authorizing and Approving Assumption and Assignment of Certain Executory
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`Contracts and Unexpired Leases; and (C) Granting Related Relief [Docket No. 391], the Amended
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`Objection of the Official Committee of Unsecured Creditors and Joinder to the Objection
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`Interposed by AstraZeneca to the Debtors’ Motion for Order Authorizing and Approving Sales of
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`
`2
`Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Motion or the
`Vimovo Stalking Horse Agreement, as applicable. The definitions of words in the singular in this Order shall apply to
`such words when used in the plural where the context so permits and vice versa.
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`Certain of the Debtors’ Assets Free and Clear of Liens, Claims, Encumbrances and Other Interests
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`(the “Committee’s Objection”) [Dkt. No. 340], any other objections to the Motion, and all replies
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`in further support of the Motion; and upon the record of the Sale Hearing; and this Court having
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`jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157
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`and 1334; and this being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue of these
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`cases and the Motion in this district being proper pursuant to 28 U.S.C. §§ 1408 and 1409; and due
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`and sufficient notice having been given; and it appearing that no other or further notice need be
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`provided; and it appearing that the relief requested by the Motion is in the best interests of the
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`Debtors, their estates, their creditors and other parties in interest; and after due deliberation and
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`sufficient cause appearing therefor; it is hereby
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`FOUND AND DETERMINED THAT:
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`A.
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`Statutory Predicates. The statutory predicates for the relief sought in the Motion
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`are sections 105, 363 and 365 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, and 6006,
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`and Local Rules 6004-1 and 6006-1. The consummation of the transactions contemplated by the
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`Motion, this Order, and the Vimovo Stalking Horse Agreement is legal, valid, and properly
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`authorized under all such provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local
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`Rules.
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`B.
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`Notice. As evidenced by the affidavits of service filed with the Court, proper,
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`timely, adequate, and sufficient notice of the Motion, the Sale, the Vimovo Stalking Horse
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`Agreement, the Notice of Successful Bidder, the Sale Hearing, the potential assumption and
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`assignment of the Purchased Contracts, the cure payments proposed in respect of each Purchased
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`Contract (each, a “Cure Amount”), all transactions contemplated therein or in connection
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`therewith, and all deadlines related thereto, has been provided to all interested persons and entities
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`and in accordance with the Bid Procedures Order, the Bankruptcy Code, the Bankruptcy Rules,
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`and the Local Rules. The aforementioned notices are good, sufficient, and appropriate under the
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`circumstances, and no other or further notice of any of the foregoing is required for entry of this
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`Order. Parties interested in bidding on the Purchased Assets were provided, upon request,
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`sufficient information to make an informed judgment on whether to bid on the Purchased Assets.
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`All interested persons and entities have been provided a reasonable opportunity to object or be
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`heard regarding the relief requested in the Motion.
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`C.
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`Business Justification. The Debtors have demonstrated compelling circumstances
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`and a good, sufficient, and sound business purpose and justification for the Sale. In light of the
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`circumstances of these cases, time is of the essence in (i) consummating the Sale and all related
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`transactions and (ii) maximizing the value of the Purchased Assets.
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`D.
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`Adequate Marketing; Highest or Best Offer. As demonstrated by the testimony
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`and other evidence proffered or adduced at the Sale Hearing and the representations of counsel
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`made on the record at the Sale Hearing: (i) the Debtors have adequately marketed the Purchased
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`Assets and conducted the sale process in compliance with the Bid Procedures Order; (ii) a full,
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`fair, and reasonable opportunity has been given to any interested party to make the highest and
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`best offer for the Purchased Assets; (iii) the consideration provided by the Vimovo Purchaser in
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`the Vimovo Stalking Horse Agreement constitutes the best offer for the Purchased Assets; (iv) the
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`Sale will provide a greater recovery for the Debtors’ creditors than would be provided by any other
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`practically available alternative, including liquidation under chapter 7 of the Bankruptcy Code;
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`and (v) the Debtors’ determination that the Vimovo Stalking Horse Agreement constitutes the best
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`offer for the Purchased Assets constitutes a valid and sound exercise of the Debtors’ business
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`judgment. The Vimovo Stalking Horse Agreement and the transactions contemplated thereunder
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`were proposed, negotiated, and entered into by and between the Vimovo Seller, on the one hand,
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`and Vimovo Purchaser, on the other hand, without collusion, in good faith and at arms’ length.
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`E.
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`Sale in Best Interests. Approval of the Vimovo Stalking Horse Agreement, the
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`Sale, and all related transactions at this time, and the actions to be taken by the Debtors and the
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`Vimovo Purchaser, are appropriate under the circumstances of these cases and are in the best
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`interests of the Debtors, their estates and creditors, and all other parties in interest. The Debtors
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`have demonstrated good, sufficient and sound business reasons and justifications for the Vimovo
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`Seller’s entry into the Sale and the performance of its obligations under the Vimovo Stalking Horse
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`Agreement.
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`F.
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`No Sub Rosa Plan. The consummation of the Sale outside of a plan of
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`reorganization pursuant to the Vimovo Stalking Horse Agreement neither impermissibly
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`restructures the rights of the Debtors’ creditors nor impermissibly dictates the terms of a plan of
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`reorganization or liquidation for the Debtors. The Sale and all related transactions do not constitute
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`a sub rosa plan of reorganization.
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`G.
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`Good Faith Purchaser. The Sale and the transact ions contemplated by the
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`Vimovo Stalking Horse Agreement are undertaken by the Vimovo Purchaser without collusion
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`and in good faith, within the meaning of section 363(m) of the Bankruptcy Code, and accordingly,
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`the reversal or modification on appeal of the authorization provided herein to consummate the Sale
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`shall not affect the validity of the Sale, unless such authorization and consummation of the Sale
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`are duly and properly stayed pending such appeal. The Vimovo Purchaser will be acting in good
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`faith within the meaning of section 363(m) of the Bankruptcy Code in closing the transactions
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`contemplated by the Vimovo Stalking Horse Agreement and is a good faith purchaser for value
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`within the meaning of section 363(m) of the Bankruptcy Code. As such, the Vimovo Purchaser is
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`entitled to all of the protections and immunities afforded under section 363(m) of the Bankruptcy
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`Code. There has been no showing that the Debtors or the Vimovo Purchaser engaged in any action
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`or inaction that would cause or permit the transactions to be avoided, or costs or damages to be
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`imposed, under section 363(n) of the Bankruptcy Code.
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`H.
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`Prompt Consummation. The Sale and the transactions contemplated by the
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`Vimovo Stalking Horse Agreement must be approved and consummated as promptly as
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`practicable in order to preserve the value of the Purchased Assets.
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`I.
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`Corporate Authority. The Vimovo Seller (i) has full corporate power and
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`authority to execute the Vimovo Stalking Horse Agreement and all other documents contemplated
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`thereby; (ii) has all of the corporate power and authority necessary to consummate the transactions
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`contemplated by the Vimovo Stalking Horse Agreement; (iii) has taken all corporate action
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`necessary to authorize and approve the Vimovo Stalking Horse Agreement and the consummation
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`by the Vimovo Seller of the transactions contemplated thereby; and (iv) needs no consents or
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`approvals, other than those expressly provided for in the Vimovo Stalking Horse Agreement,
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`which may be waived in accordance with the terms therewith. The Sale of the Purchased Assets
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`has been duly and validly authorized by all necessary corporate action of each of the Debtors.
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`J.
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`Free and Clear Findings Required by the Vimovo Purchaser. The Vimovo
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`Purchaser would not have entered into the Vimovo Stalking Horse Agreement and would not
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`consummate the Sale if the sale of the Purchased Assets to the Vimovo Purchaser was not, pursuant
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`to section 363(f) of the Bankruptcy Code, free and clear to the fullest extent permitted by law,
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`except for Permitted Encumbrances and Assumed Liabilities, of (i) all liens (statutory or
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`otherwise), mortgages, pledges, security interests, charges, rights of first refusal, hypothecations,
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`encumbrances, restrictive covenants (collectively, the “Liens”), (ii) all claims as defined in section
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`101(5) of the Bankruptcy Code, including all rights or causes of action (whether in law or in
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`equity), obligations, rights of setoff, demands, restrictions, indemnification claims or liabilities
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`relating to any act or omission of the Debtors or any other person prior to the Closing Date
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`(collectively the “Claims”), and (iii) all debts, liabilities, obligations, contractual rights and claims
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`and labor, employment and pension claims, in each case, whether known or unknown, choate or
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`inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed, recorded or unrecorded,
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`perfected or unperfected, allowed or disallowed, contingent or non-contingent, liquidated or
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`unliquidated, matured or un-matured, material or non-material, disputed or undisputed, whether
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`arising prior to or subsequent to the commencement of these cases, and whether imposed by
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`agreement, understanding, law, equity or otherwise (collectively the “Interests”).
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`K.
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`Except for Permitted Encumbrances and Assumed Liabilities, the Sale shall, to the
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`fullest extent permitted by law, be free and clear of, and the Vimovo Purchaser shall not be
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`responsible for, any Liens, Claims, or Interests, including, without limitation, Liens, Claims, or
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`Interests based on the following: any rights or Claims based on any successor or transferee
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`liability, any bulk sales or similar law, any tax statutes or ordinances, including, without limitation,
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`the Internal Revenue Code of 1986, as amended, and any taxes arising under or out of, in
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`connection with, or in any way relating to the operation of the Purchased Assets prior to the
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`consummation of the Vimovo Stalking Horse Agreement, including, without limitation, any ad
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`valorem taxes assessed by any applicable taxing authority, any unexpired and executory contract
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`or unexpired lease to which a Debtor is a party that is not a Purchased Contract, and any other
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`Excluded Liabilities as provided in the Vimovo Stalking Horse Agreement. A sale of the
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`Purchased Assets other than one free and clear of all Liens, Claims, and Interests to the fullest
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`extent permitted by law would yield substantially less value for the Debtors’ estates, with less
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`certainty, than the Sale as contemplated. The Sale contemplated by the Vimovo Stalking Horse
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`Agreement free and clear of all Liens, Claims and Interests to the fullest extent permitted by law,
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`except for Permitted Encumbrances and Assumed Liabilities, is therefore in the best interests of
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`the Debtors, their estates and creditors, and all other parties in interest.
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`L.
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`No Fraudulent Transfer. The Vimovo Stalking Horse Agreement was not entered
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`into with the intent of hindering, delaying, or defrauding creditors under the Bankruptcy Code and
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`under the laws of the United States, any state, territory, possession or the District of Columbia or
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`the laws of any foreign jurisdiction. The consideration provided by the Vimovo Purchaser for the
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`Purchased Assets pursuant to the Vimovo Stalking Horse Agreement (i) is fair and reasonable, (ii)
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`is the best offer for the Purchased Assets as demonstrated by the market, (iii) will provide a greater
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`recovery for the Debtors’ creditors than would be provided by any other practical available
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`alternative, and (iv) constitutes reasonably equivalent value and fair consideration for the
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`Purchased Assets.
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`M.
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`Vimovo Purchaser Not an Insider and No Successor Liability. Immediately
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`prior to the consummation of the Vimovo Stalking Horse Agreement (the “Closing Date”), the
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`Vimovo Purchaser was not an “insider” or “affiliate” of the Debtors or their non-debtor affiliates,
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`as those terms are defined in the Bankruptcy Code, and no common identity of incorporators,
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`directors, or stockholders existed between the Vimovo Purchaser and the Debtors and their non-
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`debtor affiliates. The transfer of the Purchased Assets to, and the assumption of the Assumed
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`Liabilities by, the Vimovo Purchaser, except as otherwise set forth in the Vimovo Stalking Horse
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`Agreement, does not and will not, to the fullest extent permitted by law, subject the Vimovo
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`Purchaser to any liability whatsoever with respect to the operation of the Debtors’ businesses prior
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`to the closing of the Sale or by reason of such transfer under the laws of the United States, any
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`state, territory, or possession thereof, or the District of Columbia or the laws of any foreign
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`jurisdiction, based, in whole or in part, directly or indirectly, in any theory of law or equity
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`including, without limitation, any laws affecting antitrust, successor, transferee or vicarious
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`liability. As set forth in the Vimovo Stalking Horse Agreement, the Vimovo Purchaser is not
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`purchasing all of the Debtors’ assets in that the Vimovo Purchaser is not purchasing any of the
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`Excluded Assets, assuming any of the Excluded Liabilities, or otherwise acquiring any assets or
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`liabilities of any Debtor other than the Vimovo Seller.
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`N.
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`Binding and Valid Transfer. The transfer of the Purchased Assets to the Vimovo
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`Purchaser will be a legal, valid, and effective transfer of the Purchased Assets, and will vest the
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`Vimovo Purchaser with all right, title, and interest of the Vimovo Seller to the Purchased Assets
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`free and clear of all Liens, Claims and Interests of any kind or nature whatsoever to the fullest
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`extent permitted by law, other than Permitted Encumbrances and the Assumed Liabilities, as set
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`forth in the Vimovo Stalking Horse Agreement. Immediately prior to consummating the Sale, the
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`Purchased Assets constitute property of the Vimovo Seller’s estate, good title is vested in the
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`Vimovo Seller’s estate within the meaning of section 541(a) of the Bankruptcy Code, and the
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`Vimovo Seller is the sole and rightful owner of the Purchased Assets. Upon and following the
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`consummation of the Sale, the Vimovo Purchaser shall be vested with good and marketable title
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`to the Purchased Assets and shall be the sole and rightful owner of the Purchased Assets.
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`O.
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`Satisfaction of 363(f) Standards. The Vimovo Seller may sell the Purchased
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`Assets free and clear of all Liens, Claims, and Interests of any kind or nature whatsoever to the
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`fullest extent permitted by law, because, in each case, one or more of the standards set forth in
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`section 363(f)(1)-(5) of the Bankruptcy Code has been satisfied. Holders of Liens, Claims, or
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`Interests, and non-debtor parties to the Purchased Contracts who did not object, or who withdrew
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`their objections, to the Motion are deemed to have consented pursuant to section 363(f)(2) of the
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`Bankruptcy Code. In all cases, each such person with a Lien, Claim, or Interest in the Purchased
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`Assets is enjoined from taking any action against the Vimovo Purchaser, the Vimovo Purchaser’s
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`affiliates, or any agent of the foregoing to recover any such Lien, Claim, or Interest.
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`P.
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`Necessity of Order. The Vimovo Purchaser would not have entered into the
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`Vimovo Stalking Horse Agreement and would not consummate the transactions without all of the
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`relief provided for in this Order. The consummation of the transactions pursuant to this Order and
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`the Vimovo Stalking Horse Agreement is necessary for the Debtors to maximize the value of their
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`estates for the benefit of the Debtors, their estates and creditors, and all other parties in interest.
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`Q.
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`Purchased Contracts. The Debtors have demonstrated that it is an exercise of
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`their sound business judgment for the Vimovo Seller to sell, assume, and assign the Purchased
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`Contracts to the Vimovo Purchaser in connection with the consummation of the Sale, and the
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`assumption and assignment of the Purchased Contracts is in the best interests of the Debtors, their
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`estates and creditors, and all other parties in interest. The Purchased Contracts assigned to the
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`Vimovo Purchaser are an integral part of the Purchased Assets, and, accordingly, the assumption
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`and assignment of the Purchased Contracts and the liabilities associated therewith to the Vimovo
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`Purchaser is reasonable, enhances the value of the Debtors’ bankruptcy estates, and does not
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`constitute unfair discrimination. Without in any way limiting any contract counterparty’s rights
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`under section 365 of the Bankruptcy Code, the (i) transfer of the Purchased Assets to the Vimovo
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`Purchaser and (ii) assignment to the Vimovo Purchaser of the Purchased Contracts will not, to the
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`fullest extent permitted by law, subject the Vimovo Purchaser to any liability whatsoever prior to
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`the Closing Date or by reason of such transfer under the laws of the United States, any state,
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`territory, or possession thereof, or the District of Columbia, any laws of any foreign jurisdiction
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`based, in whole or in part, directly or indirectly, on any theory of law or equity, including, without
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`limitation, any theory of equitable law, including, without limitation, any theory of antitrust,
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`successor or transferee liability.
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`R.
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`Cure and Adequate Assurance. Subject to the terms of the Vimovo Stalking
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`Horse Agreement, the Debtors or the Vimovo Purchaser, as the case may be, have cured or
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`demonstrated the ability to cure any default with respect to any act or omission that occurred prior
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`to the Closing Date under any of the Purchased Contracts. Cure Amounts or any other cure amount
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`reached by agreement after receipt of an objection to a Cure Amount are deemed to be the amounts
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`necessary to “cure” within the meaning of section 365(b)(1) of the Bankruptcy Code all “defaults”
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`within the meaning of section 365(b) of the Bankruptcy Code under the relevant Purchased
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`Contracts. The Vimovo Purchaser’s promise to perform the obligations under the Purchased
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`Contracts after the Closing Date shall constitute adequate assurance of its future performance of
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`and under the Purchased Contracts, within the meaning of sections 365(b)(1) and 365(f)(2) of the
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`Bankruptcy Code. All counterparties to the Purchased Contracts who did not timely file an
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`objection to a Cure Amount or an objection to the assumption and assignment of the Purchased
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`Contracts prior to the date required by the Bid Procedures Order are deemed to consent to the
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`assumption by the Vimovo Seller of their respective Purchased Contract and the assignment
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`thereof to the Vimovo Purchaser. The objections of all counterparties to the Purchased Contracts
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`that filed an objection to the assumption and assignment of such parties’ respective Purchased
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`Contract or Cure Amount relating thereto, to the extent not withdrawn, were heard at the Sale
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`Hearing, were considered by the Court, and are overruled on the merits with prejudice. The Court
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`finds that with respect to all such Purchased Contracts the payment of Cure Amounts is appropriate
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`and is deemed to fully satisfy the Vimovo Seller’s obligations under section 365(b) of the
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`Bankruptcy Code. Accordingly, all of the requirements of section 365(b) of the Bankruptcy Code
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`have been satisfied for the assumption and the assignment by the Vimovo Seller to the Vimovo
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`Purchaser of each of the Purchased Contracts. To the extent any Purchased Contract is not an
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`executory contract or unexpired lease within the meaning of section 365 of the Bankruptcy Code,
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`it shall be transferred to the Vimovo Purchaser in accordance with the terms of this Order that are
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`applicable to the Purchased Assets.
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`S.
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`Unenforceability of Anti-Assignment Provisions. Anti-assignment provisions in
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`any Purchased Contract shall not restrict, limit, or prohibit the assumption, assignment, and sale
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`of the Purchased Contracts. Any such provisions and any other provision in any Purchased
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`Contract that purports to declare a breach, default, or payment right as a result of an assignment or
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`a change of control in respect of the Vimovo Seller should be deemed and are found to be
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`unenforceable anti-assignment provisions within the meaning of section 365(f) of the Bankruptcy
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`Code and/or are otherwise unenforceable under section 365(e) of the Bankruptcy Code.
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`T.
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`Final Order. This Order constitutes a final and appealable order within the
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`meaning of 28 U.S.C. § 158(a). Notwithstanding Bankruptcy Rules 6004(h), 6006(d), and 7062,
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`and to the extent necessary under Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of
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`Civil Procedure, as made applicable by Bankruptcy Rule 7054, the Court expressly finds that there
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`is no just reason for delay in the implementation of this Order and expressly directs entry of
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`judgment as set forth herein.
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`U.
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`Vimovo Stalking Horse Agreement Not Modified. The terms of the Vimovo
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`Stalking Horse Agreement, including any amendments, supplements, and modifications thereto,
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`are fair and reasonable in all respects and, other than as explicitly set forth herein, the terms of this
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`Order shall not modify the terms of the Vimovo Stalking Horse Agreement. Notwithstanding
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`anything to the contrary contained herein or in the Vimovo Stalking Horse Agreement, the relief
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`granted herein, including with respect to the Sale being free and clear of Liens, Claims, and
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`Interests (including liabilities based on theories of successor liability) is limited to the fullest extent
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`permitted by law, and all representations, warranties, and covenants of the Debtors with respect to
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`such matters in the Vimovo Stalking Horse Agreement are similarly so limited.
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`V.
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`Legal and Factual Bases. The legal and factual bases set forth in the Motion and
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`at the Sale Hearing establish just cause for the relief granted herein and entry of this Order is in
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`the best interests of the Debtors, their estates and creditors, and all other parties in interest.
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`NOW THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:
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`1.
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`Motion is Granted. The Motion is granted as set forth herein and the relief
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`requested therein is granted and approved in its entirety. Approval of the Motion and entry of this
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`Order is solely with respect to the Vimovo Stalking Horse Agreement, and does not constitute the
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`Court’s approval or determination of any matter subject to the jurisdiction of the Canadian Court.
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`2.
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`Objections Overruled. Any objections to the entry of this Order or to the relief
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`granted herein or the relief requested in the Motion (as may be modified herein), including any
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`objections to Cure Amounts or the assumption and assignment of any of the Purchased Contracts,
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`that have not been withdrawn, waived, or settled, or not otherwise resolved pursuant to the terms
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`hereof, if any, are hereby denied and overruled on the merits with prejudice.
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`3.
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`Approval. The Vimovo Stalking Horse Agreement, and all the terms and
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`conditions thereof, is approved. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code,
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`the Vimovo Seller is authorized to perform its obligations under, and comply with the terms of,
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`the Vimovo Stalking Horse Agreement and consummate the Sale and the related transactions
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`pursuant to, and in accordance with, the terms and conditions of the Vimovo Stalking Horse
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`Agreement and this Order. The Vimovo Seller is authorized to execute and deliver, and
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`empowered to perform under, consummate, and implement, the Vimovo Stalking Horse
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`Agreement, together with all additional instruments and documents that are necessary or
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`appropriate to implement the Vimovo Stalking Horse Agreement and effectuate the transactions
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`contemplated therein, and to take all further actions as may reasonably be required by the Vimovo
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`Purchaser for the purpose of assigning, transferring, granting, conveying, and conferring to the
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`Vimovo Purchaser or reducing to Vimovo Purchaser’s possession the Purchased Assets or as may
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`be necessary or appropriate to the performance of the obligations as contemplated by the Vimovo
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`Stalking Horse Agreement.
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`4.
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`Binding Effect of Order. This Order and the Vimovo Stalking Horse Agreement
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`shall be binding in all respects upon all known and unknown creditors of, and holders of equity
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`security interests in, any Debtor (including any holders of Liens, Claims, or Interests), all
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`counterparties to the Purchased Contracts, all successors and assigns of the Vimovo Purchaser,
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`each Debtor and their affiliates and subsidiaries, and any trustees appointed in the Debtors’ cases
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`or upon a conversion to cases under chapter 7 of the Bankruptcy Code. This Order and the Vimovo
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`Stalking Horse Agreemen