ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT, dated as of June 25, 2002 (this Agreement), is made by and among Xcel Pharmaceuticals, Inc., a Delaware corporation (Buyer), Novartis AG, a company organized under the laws of Switzerland (AG), and Novartis Pharmaceuticals Corporation, a Delaware corporation (NPC and together with AG, Sellers). Each of AG and NPC may hereinafter be referred to individually as a Seller.

WHEREAS, Sellers sell Migranal (as defined herein) and DHE (as defined herein) commercially; and

WHEREAS, Sellers desire to sell to Buyer, and Buyer desires to purchase from Sellers, certain Purchased Assets (as defined herein) related to Migranal and DHE within the Territory (as defined herein), all upon the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms have the meanings set forth below:

AG has the meaning set forth in the recitals.

Affiliate means, with respect to any Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with such first Person. A Person will be deemed to Control another Person if such first Person has the power to direct or cause the direction of such other Person, whether through ownership of securities, by contract or otherwise.

Assigned Contracts means the agreements listed on Schedule 1.1(a).

Assumed Contractual Obligations means the contractual obligations under the agreements listed on Schedule 1.1(a), to the extent that such obligations relate to performance on or after the Closing Date.

Assumed Liabilities has the meaning set forth in Section 2.3(a).

Assumption Agreement means an assumption agreement to be executed by Buyer and Sellers at Closing, substantially in the form of Exhibit A.

CONFIDENTIAL TREATMENT REQUESTED

Bill of Sale means a bill of sale and assignment to be delivered by Buyer and Sellers at Closing, substantially in the form of Exhibit B.

Bulk Transfer Law has the meaning set forth in Section 8.5.

Business Day means any day other than a Saturday, Sunday or other day on which banks in the City of New York are permitted or required to close by law or regulation.

Buyer has the meaning set forth in the recitals.

Buyer Indemnified Parties has the meaning set forth in Section 12.2(a).

[CONFIDENTIAL TREATMENT REQUESTED] has the meaning set forth in Section 9.9(c).

[CONFIDENTIAL TREATMENT REQUESTED] has the meaning set forth in Section 9.9(c).

cGMP means current good manufacturing practices of the FDA and other appropriate agencies, as set forth in 21 C.F.R. Parts 210 and 211 and all applicable FDA rules, regulations, guides and guidances, as amended from time to time and in effect during the term of this Agreement.

Closing and Closing Date will have the respective meanings given such terms in Section 4.1.

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