Sale and Purchase of Assets Liabilities. TRANSITIONAL TRADEMARK LICENSE 16 2.1 Sale of Purchased Assets 16 2.2 Liabilities 18 2.3 Consideration 19 2.4 Closing 19 2.5 Transitional Trademark License 21 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 21 3.1 Representations and Warranties of AstraZeneca 21 3.2 Representations and Warranties of Horizon 29 3.3 Exclusivity of Representations 30 ARTICLE 4 PRE-CLOSING COVENANTS 31 4.1 Access and Information 31 4.2 Ordinary Course of Business 32 4.3 Obligation to Consummate the Transaction 33 4.4 Notice of Litigation/Developments 33 ARTICLE 5 ADDITIONAL COVENANTS 33 5.1 Cooperation in Litigation and Investigations 33 5.2 Further Assurances 34 5.3 Transition Agreement 35 5.4 Publicity 35 5.5 Confidentiality 35 5.6 FDA Letters 37 5.7 Regulatory Responsibilities 37 5.8 Commercialization 38 5.9 Certain Tax Matters 38 5.10 Accounts Receivable and Payable 39 5.11 Financial Information 40 ARTICLE 6 CONDITIONS PRECEDENT 41 6.1 Conditions to Obligations of Horizon and AstraZeneca 41 6.2 Conditions to Obligations of Horizon 41 6.3 Conditions to Obligations of AstraZeneca 41 6.4 Frustration of Closing Conditions 42 ARTICLE 7 INDEMNIFICATION 42 7.1 Indemnification 42 7.2 Claim Procedure 43 7.3 Limitations on Indemnification 45 7.4 Tax Treatment of Indemnification Payments 46 7.5 Exclusive Remedy 46 7.6 Setoff Rights 46 ARTICLE 8 TERMINATION 47 8.1 Termination 47 8.2 Procedure and Effect of Termination 47 ARTICLE 9 MISCELLANEOUS 48 9.1 Governing Law, Jurisdiction, Venue and Service 48 9.2 Dispute Resolution 49 9.3 Notices 50 9.4 No Benefit to Third Parties 51 9.5 Waiver and Non-Exclusion of Remedies 51 9.6 Expenses 51 9.7 Assignment 51 9.8 Amendment 52 9.9 Severability 52 9.10 Equitable Relief 52 9.11 English Language 52 9.12 Bulk Sales Statutes 52 9.13 Counterparts 52 9.14 Entire Agreement 53 EXHIBITS Exhibit A Form of AstraZeneca FDA Intent Letters Exhibit B Form of AstraZeneca FDA Transfer Letters Exhibit C Form of Bailment Agreement Exhibit D Form of Xxxx of Sale and Assignment and Assumption Agreement Exhibit E Form of Horizon FDA Intent Letters Exhibit F Form of Horizon FDA Transfer Letters Exhibit G Form of License Agreement Exhibit H Form of Patent Assignment Exhibit I Form of Patheon Letter Exhibit J Form of Pozen US Agreement Exhibit K Form of Quality Agreement Exhibit L Form of Supply Agreement Exhibit M Transition Agreement Exhibit N Form of Transition Safety Data Exchange Agreement Exhibit O Form of Vimovo Litigation Records Side Letter SCHEDULES Schedule 1.1.11 ...
Sale and Purchase of Assets Liabilities. TRANSITIONAL TRADEMARK LICENSE
Sale and Purchase of Assets Liabilities. 2.1 Sale of Purchased Assets
Sale and Purchase of Assets Liabilities
