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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

Amarin Corp. plc; AmerisourceBergen Corp.; Cardinal Health, Inc.; Elan Pharmaceuticals, Inc.; Hi-Tech Pharmacal Co.; Valeant Pharmaceuticals International; Watson Pharmaceuticals Inc.

Date:

2004

Size:

388KB total

Price:

$53

ID:

#398612

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ASSET PURCHASE AGREEMENT

BY AND BETWEEN

VALEANT PHARMACEUTICALS INTERNATIONAL,

AS BUYER

AND

AMARIN CORPORATION PLC

AND

AMARIN PHARMACEUTICALS COMPANY LIMITED,

AS SELLERS

DATED FEBRUARY , 2004

TABLE OF CONTENTS

ARTICLE 1
	DEFINITIONS AND USAGE
1.1	Definitions
1.2	Usage

ARTICLE 2
	SALE AND TRANSFER OF THE ACQUIRED ASSETS; CLOSING
2.1	Assets to be Sold
2.2	Purchase Price
2.3	Assumed Liabilities
2.4	Allocation
2.5	Closing
2.6	Closing Obligations
2.7	API Adjustment Amount and Payment

ARTICLE 3
	REPRESENTATIONS AND WARRANTIES OF SELLERS AS TO SELLERS
3.1	Organization and Good Standing
3.2	Enforceability; Authority; No Conflict
3.3	Title to Acquired Assets; Encumbrances
3.4	Financial Statements
3.5	Material Amarin Contracts
3.6	Absence of Certain Changes and Events
3.7	Intellectual Property
3.8	Legal Proceedings; Orders
3.9	Product Registrations.
3.10	Solvency
3.11	Disclosure
3.12	Brokers or Finders

ARTICLE 4
	REPRESENTATIONS AND WARRANTIES OF SELLERS AS TO API
4.1	Organization and Good Standing
4.2	Enforceability; Authority; No Conflict
4.3	Capitalization
4.4	Financial Statements
4.5	Books and Records
4.6	Title to Assets; Encumbrances
4.7	Condition and Sufficiency of Assets
4.8	Accounts Receivable
4.9	Inventory
4.10	No Undisclosed Liabilities
4.11	Taxes

4.12	No Material Adverse Change
4.13	Employee Benefits
4.14	Compliance with Legal Requirements; Governmental Authorizations
4.15	Legal Proceedings; Orders
4.16	Absence of Certain Changes and Events
4.17	Material API Contracts; No Defaults
4.18	Insurance
4.19	Environmental Matters
4.20	Employees
4.21	Labor Relations; Compliance
4.22	Intellectual Property Assets
4.23	Certain Payments
4.24	Relationships with Affiliates
4.25	Solvency

ARTICLE 5
	REPRESENTATIONS AND WARRANTIES OF BUYER
5.1	Organization and Good Standing
5.2	Authority; No Conflict
5.3	Certain Proceedings
5.4	Brokers or Finders
5.5	Investment Representation

ARTICLE 6
	COVENANTS OF AMARIN PRIOR TO CLOSING
6.1	Access and Investigation
6.2	Conduct of Amarins Business
6.3	Operation of APIs Business
6.4	Negative Covenant
6.5	Required Approvals
6.6	Notification
6.7	No Negotiation
6.8	Best Efforts
6.9	Interim Financial Statements
6.10	Payment of API Liabilities

ARTICLE 7