Preview | Asset Purchase Agreement |

TABLE OF CONTENTS

ARTICLE I									DEFINITIONS

				1.1			Definitions

				1.2			Construction

				1.3			Performance of Obligations by Affiliates

ARTICLE II									PURCHASE AND SALE

			2.1					Agreements to Purchase and Sell

			2.2					Excluded Assets

			2.3					Assumed Liabilities

			2.4					Excluded Liabilities

			2.5					Contracts Transferred by Seller following the Closing Date

			2.6					Procedures for Contracts not Transferable

			2.7					Extraordinary Obligations

			2.8					Wrong Pockets

ARTICLE III									PURCHASE PRICE; CONSISTENT TREATMENT

		3.1					Purchase Price

		3.2					Purchase Price Allocation

ARTICLE IV									CLOSINGS

	4.1					Closing Date

	4.2					Closing

	4.3					Transactions at Closing

	4.4					Regulatory Matters in Japan

	4.5					Transfer of Marketing Registrations

	4.6					Distribution of the Products

	4.7					Inventory

	4.8					Cost-Flow Examples

ARTICLE V									REPRESENTATIONS AND WARRANTIES OF SELLER

	5.1				Organization

	5.2				Due Authorization

	5.3				Title

	5.4				Intellectual Property

	5.5	Litigation

	5.6	Contracts

	5.7	Employment Matters

	5.8	Employee Benefits

	5.9	Consents

	5.10	Brokers, Etc

	5.11	Marketing Registrations; Compliance with Laws

	5.12	Disclaimer

	5.13	Unaudited Financial Statements and Financial Information

	5.14	Absence of Certain Changes