ASSET PURCHASE AGREEMENT DATED AS OF NOVEMBER 18, 2011 BY AND BETWEEN MEDICIS PHARMACEUTICAL CORPORATION AND GRACEWAY PHARMACEUTICALS, LLC AND THE OTHER PARTIES SIGNATORY HERETOAsset Purchase Agreement • November 23rd, 2011 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of November 18, 2011 (the “Effective Date”), by and between MEDICIS PHARMACEUTICAL CORPORATION, a Delaware corporation (on its own behalf and as agent for Medicis Canada Ltd. in respect of the purchase of the Canadian Assets and the assumption of the Assumed Liabilities from Canadian Seller, “Buyer”), and GRACEWAY PHARMACEUTICALS, LLC, a Delaware limited liability company, and its Subsidiaries set forth on Annex A hereto (collectively, “US Sellers” and each individually a “US Seller”), and GRACEWAY CANADA COMPANY, a Nova Scotia unlimited liability company (“Canadian Seller” and collectively with US Sellers, “Sellers” and each individually a “Seller”). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in Article I.
