ASSET PURCHASE AGREEMENT



     THIS ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of July 27,

2001, (the "Effective Date"), is made and entered into by and between AVENTIS

PHARMACEUTICALS PRODUCTS INC.,  a Delaware corporation ("Seller"), and QUESTCOR

PHARMACEUTICALS, INC., a California corporation ("Purchaser"). Capitalized

terms used in this Agreement shall have the meanings ascribed to them in

Article I hereof or as otherwise set forth herein.



                                    RECITALS



     WHEREAS, Seller is engaged in business of manufacturing and selling the

Product (as defined herein), with such Product being sold under the Trademarks

(as defined herein); and



     WHEREAS, Seller desires to sell, transfer and assign to Purchaser, and

Purchaser desires to purchase and acquire from Seller, any and all rights in,

to and under the Product and related Assets (as defined herein), and in

connection therewith. Purchaser has agreed to assume certain liabilities of

Seller relating to the Product and such Assets, all on the terms and conditions

set forth herein.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements

set forth in this Agreement, and for other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, the parties hereto

hereby agree as follows:



                                   ARTICLE 1



                                  DEFINITIONS





     The following terms shall have the meanings set forth below. Unless the

context indicates otherwise, the singular shall include the plural and the

plural shall include the singular.



     1.1   "AFFILIATE" shall mean any entity that directly, or indirectly

through one or more intermediaries, controls or is controlled by or is under

common control with the party specified. For the purposes of this Section 1.1

only, "control" will refer to (a) the possession, directly or indirectly, of the

power to direct the management or policies of a person or entity, whether

through the ownership of voting securities, by contract or otherwise, or (b) the

ownership, directly or indirectly, of at least fifty percent (50%) (or, if less,

the maximum ownership interest permitted by law)of the voting securities or

other ownership interest of an entity.



     1.2   "AGREEMENT" shall have the meaning set forth in the preamble.



     1.3   "ASSETS" shall have the meaning set forth in Section 2.1 herein.



     1.4   "ASSUMED LIABILITIES" shall have the meaning set forth in Section

           2.2(a) herein.



     1.5   "ATHENA AGREEMENT" shall mean any and all agreements, written or

oral, between Seller or any of its Affiliates and Athena Rx Home Pharmacy, a

division of Elan Pharmaceuticals, Inc.







                                       1.



{PAGE}

     1.6     "BUSINESS DAY" OR "business day" shall mean a day other than

Saturday, Sunday or any day on which banks located in the State of Delaware are

authorized or obligated to close. Whenever this Agreement refers to a number of

days, such number shall refer to calendar days unless Business Days (or business

days) are specified.



     1.7     "EFFECTIVE DATE" shall have the meaning set forth in the preamble.



     1.8     "EQUIPMENT" shall have the meaning set forth in Section 2.1(d)

herein.



     1.9     "FDA" shall mean the United States Food and Drug Administration or

any successor entity thereto.



     1.10    "FDA MEETING" shall mean the February 7, 2001 meeting between

representatives of the FDA, Seller and Purchaser.



     1.11    "FINISHED PRODUCT INVENTORY" shall have the meaning set forth in

Section 2.3(b).



     1.12    "GOVERNMENTAL OR REGULATORY AUTHORITY" shall mean any court,

tribunal, arbitrator, authority, agency, commission, official or other

instrumentality of the United States or any state, county, city or other

political subdivision within the United States.



     1.13    "INDEMNITEE" shall have the meaning set forth in Section 5.2

herein.



     1.14    "INDEMNITOR" shall have the meaning set forth in Section 5.2(a)

herein.



     1.15    "INVENTORY" shall have the meaning set forth in Section 2.1(e)

herein.



     1.16    "KNOWLEDGE" or "knowledge" shall mean actual knowledge after

reasonable investigation by any executive officer of those things which a

reasonably diligent inquiry and exercise of means of information at hand would

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC