Merus Labs International Inc.: Exhibit 4.4 - Filed by newsfilecorp.com







	 
	Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “* * *” and has been filed separately with the Securitites and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission. 

	 
	ASSET PURCHASE AGREEMENT 
	 
	between 
	 
	NOVARTIS PHARMA AG 
	 
	AND 
	 
	MERUS LABS LUXCO SARL 
	 







Table of Contents

	1.
      	Definitions
      and Interpretation 	2
      
	2.
      	Sale
      and Transfer of Assets 	9
      
	3.
      	Grant
      of Licenses 	11
      
	4.
      	Assumed
      Liabilities and Excluded Liabilities 	11
      
	5.
      	Obligations
      of the Purchaser 	12
      
	6.
      	Transition
      Services provided by Novartis 	13
      
	7.
      	Maintenance
      of Marketing Authorizations Pending Completion of Transfer 	14
      
	8.
      	Co-operation
      on Pharmacovigilance and Safety 	15
      
	9.
      	Purchase
      Price and Payment of Purchase Price 	15
      
	10.
      	Closing
      	16
      
	11.
      	Third
      Party Agreements 	18
      
	12.
      	Novartis’
      Representations and Warranties 	21
      
	13.
      	Purchaser’s
      Representations and Warranties And Covenants 	23
      
	14.
      	Indemnification
      	25
      
	15.
      	[RESERVED]
      	27
      
	16.
      	Confidentiality;
      Press Release; Data, Books and Records 	27
      
	17.
      	Miscellaneous
      	29
      



	Annex 1 	Trademarks 
	Annex 2 	Patents 
	Annex 3 	Marketing Authorizations 
	Annex 4 	Drug Substance 
	Annex 5 	Disclosures (by Novartis)

	Annex 6 	Third Party Agreements 
	Annex 7 	Template of Pharmacovigilance
      Agreement 







	Annex 8 	Territory 
	Annex 9 	Novartis Policies (NP4, CC3) 
	Annex 10 	Data Room List 
	Annex 11 	Press Release at Closing 
	Annex 12 	Template TM Assignment Document
    
	Annex 13 	Template Patent Assignment Document 
	Annex 14 	Template Domain Name Assignment
      Document 
	Annex 15 	Redacted Version of the Asset Purchase
      Agreement 






ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (“Agreement”) is made as
of this 10th day of July, 2012 (“Closing Date”), by and between Novartis
Pharma AG a company organized under the laws of Switzerland and located at
Lichtstrasse 35, 4056 Basel, Switzerland (referred to as “Novartis”), and
Merus Labs Luxco SARL, a company organized under the laws of Luxembourg
(“Purchaser”), located at 208, Val des Bons Malades, Luxembourg L-2121,
The Grand Duchy of Luxembourg. Novartis and Purchaser are each referred to
individually as a “Party” and together as the “Parties.” 

RECITALS

     WHEREAS, Novartis and its
Affiliates (as defined below) acquired rights in the Product from * * *
pursuant to the Restated Asset Purchase Agreement entered into between * * *
and Novartis International Pharmaceuticals Ltd. and Novartis Pharma AG
dated 17 March 2003;

     WHEREAS Novartis and its
Affiliates further developed and sell, market, distribute, manufacture and
commercialize, by themselves or through third parties, the Product (as defined
below) and the Drug Substance (as defined below) in certain countries;

     WHEREAS, Novartis desires to
sell, transfer, and convey to Purchaser, and the Purchaser desires to purchase
from Novartis, the Transferred Assets (as defined below) relating to the Product
(other than the Excluded Assets) in the Territory (as defined below), while
Novartis and/or other Third Parties (as applicable) retain the rights to the
Drug Substance and the Product outside the Territory, all upon the terms and
subject to the conditions hereinafter specified;

     WHEREAS, Novartis and/or its
Affiliates own registered trademarks, patents and know-how exclusively related
to the Product in the Territory and they are willing to grant Purchaser certain
rights to such intellectual property as set forth herein and in the License
Agreement;

     WHEREAS, Novartis owns certain
know-how and technology related to the Product and Drug Substance and is willing
to grant a license to such know-how and technology to Purchaser as set forth in
the License Agreement; and

     WHEREAS, Novartis is willing to
provide certain services involving the supply of the Product and Drug Substance
in the Territory and certain other assistance for a Transition Period (as
defined below) as set forth in this Agreement and the Supply Agreement. 

      NOW, THEREFORE, the Parties
hereby agree as follows:





	1. 	
      Definitions and Interpretation

	 	 
	1.1 	
      Definitions. For the purpose of this Agreement,
      the following terms shall have the following meanings:

	 	 
		
      “Accounting Standards” means the IFRS
      (International Financial Reporting Standards) as generally and
      consistently applied throughout Novartis’ organisation.

	 	 
		
      “Adverse Event” means any untoward medical
      occurrence in a patient or clinical investigation subject administered a
      pharmaceutical product and that does not necessarily have a causal
      relationship with the treatment. An adverse event can therefore be any
      unfavourable and unintended sign (including an abnormal laboratory
      finding), symptom, or disease temporally associated with the use of a
      medicinal product, whether or not related to the medicinal
  product.

	 	 
		
      “Affiliate” means, with respect to a Party, any
      Person that directly or indirectly controls, is controlled by, or is under
      common control with that Party. For the purpose of this definition,
      “control”, “controls” or “controlled” shall mean direct or indirect,
      ownership of fifty percent (50%) or more of the shares of stock entitled
      to vote for the election of directors, in the case of a corporation, or
      fifty percent (50%) or more of the equity interest in the case of any
      other type of legal entity, status as a general partner in any
      partnership, or any other arrangement whereby the entity or Person
      controls or has the right to control the board of directors or equivalent
      governing body of a corporation, or the ability to cause the direction of
      the management or policies of a corporation or other entity, or as
      otherwise set forth in the applicable International Financial Reporting
      Standards, as amended from time to time. In the case of entities organized
      under the laws of certain countries, the maximum percentage ownership
      permitted by Law for a foreign investor may be less than fifty percent
      (50%), and in such case such lower percentage shall be substituted in the
      preceding sentence, provided that such foreign investor has the power to
      direct the management and policies of such entity.

	 	 
		
      “Assumed Liabilities” shall have the meaning set
      forth in Clause 4.1.

	 	 
		
      “Books and Records” means all books, records,
      files, reports, plans and operating records in any form, in each case to
      the extent related to the Product, the Drug Substance, the Licensed Assets
      and/or the Transferred Assets in the Territory and in the possession or
      control of and reasonably accessible to Novartis as at the Closing
      Date.

	 	 
		
      “Business” means the right to develop, sell,
      market, distribute and commercialize the Product in the Territory in the
      Field and to manufacture or have manufactured the Product for the use in
      the Field for the Territory.







“Business Day” means a day
(other than a Saturday, Sunday or a public holiday) on which the banks are open
for business in Basel, Switzerland and Toronto, Ontario, Canada.

“Closing” or “Closing
Date” means the date first written above, subject to the provisions of
Clause 10.

“Commercial Information” means
* * *.

“Confidentiality Agreement”
means the confidentiality agreement which Merus Labs International Inc., an
Affiliate of Purchaser and Novartis executed and delivered on January 18,
2012.

“Data Room” shall mean the
electronic and hard copy data rooms that Novartis established to permit
Purchaser to conduct due diligence relating to the transactions contemplated by
the Agreement and as such data room exists at the Closing Date the table of
contents of which is listed on Annex 10 to this Agreement.

“Domain names” means the
following internet domain names and the websites located at such domain names:
(1) darifenacin.ch, emselex.ch, emselex.de and (2) emselex.ca, darifenacin.de,
enablex.de, enablex.ch and emselex.co.uk; it being understood and acknowledged
by the Parties, however, that although the domain names listed in (2) shall be
included as a Transferred Asset and assigned to Purchaser hereunder, they shall
be expressly excluded from any other representations or warranties of Novartis
hereunder that are applicable to the Domain Names listed in (1).

“Domain Name Assignment
Documents” shall have the meaning set forth in Clause 10.8.

“Drug Substance” means the
active ingredient(s) darifenacin hydrobromide contained in the Product, having
the chemical structure set forth in Annex 4.

“Excluded Assets” shall have the
meaning set forth in Clause 2.2.

“Excluded Liabilities” shall
have the meaning set forth in Clause 4.2.

“Field” means * * *. 

“Force Majeure” means any event
which is beyond the reasonable control of the Party affected, including but not
limited to the following events: earthquake, storm, flood, fire or other acts of nature, epidemic, war, riot, public disturbance, strike or lockouts, government actions, terrorist attack or the like.




“Governmental Entity” means any
court, agency, authority, department, legislative or regulatory body or other
instrumentality of any government or country or of any national, federal, state,
provincial, regional, county, city or other political subdivision of any such
government or any supranational organization of which any such country is a
member or quasi-governmental authority or self-regulatory organization of
competent authority.

“Indemnified Party” shall have
the meaning set forth in Clause 15.3.

“Indemnifying Party” shall have
the meaning set forth in Clause 15.3.

“Inventory” means all stock of
raw materials, Drug Substance and/or Product that are solely and specifically
related to (and for use in) the Business and that are maintained, held, or
stored by or on behalf of Novartis and/or its Affiliates for use in the Field
and in the Territory.

“Irrevocable Letter of Credit”
shall mean * * *.

“Know-How” means * * *.

“Law” means any statute, law,
ordinance, requirement, regulatory rule, code or order of a Governmental
Entity.

“Letter of Intent” means * * *.

“Liabilities” means any and all
debts, liabilities, responsibilities, commitments, expenses and obligations, of
any nature or kind whether accrued or fixed, known or unknown, absolute or contingent, matured or not, determined or determinable or otherwise, and whether due or to become due including product liability, and, more generally, any liability arising under any Law, action or governmental order and any liability arising under any contract or undertaking.




“License Agreement” means the
license agreement to be signed in connection with this Asset Purchase
Agreement.

“Licensed Assets” means the
Books and Records, Commercial Information, Medical Information (in each case
that does not constitute Transferred Assets), Know How and Manufacturing
Technology and that is related to the commercialization and/or manufacture of
the Product and/or Drug Substance in the Field in the Territory and in each case
that is in existence and owned by Novartis and/or its Affiliates or in which
Novartis and/or its Affiliates have a right to license as of the Closing
Date.

“Loss” means any and all direct
losses, including but not limited to damages, internal and external costs and
expenses including reasonable attorney’s fees and expenses in connection with
any action, suit or proceeding, whether involving a Third Party claim or a claim
solely between the Parties.

“Manufacturing Technology” means
* * *.

“Marketing Authorizations” or
“MAs” means the marketing authorizations or any equivalent regulatory
approvals listed in Annex 3 for the Product in the Territory. 

“Marketing Authorization Data”
means the existing and available dossiers containing the relevant Know-How used
by Novartis and/or its Affiliates to obtain and maintain the Marketing
Authorizations.

“MA Transfer Date” means, in
relation to each country of the Territory, the date upon which the relevant
Regulatory Authority approves and notifies the Marketing Authorization naming
the Purchaser or the Purchaser’s Affiliate or designee as the marketing
authorization holder. 

“Medical Information” means any
medical or clinical information related to the Product and/or Drug Substance in
the Territory and in the Field including clinical and technical matters, such as
therapeutic uses for the approved indications, safety information, drug-disease
information, and other product characteristics. 




“Net Receivables” shall have the
meaning set forth in Clause 2.2(c) .

“Novartis” shall have the
meaning set forth in the Preamble.

“Novartis Policies” shall mean
the policies and procedures of Novartis listed in Annex 9.

“Party” and “Parties”
shall have the meanings set forth in the Preamble.

“Patent Assignment Documents”
shall have the meaning set forth in Clause 10.7.

“Patents” means the patents and
patent applications relating to the Product which have been granted to or are
owned by Novartis and/or its Affiliates in any country of the Territory as
listed in Annex 2 * * *.

“Person” means any individual,
partnership, limited liability company, firm, corporation, association, trust,
unincorporated organization or other entity. 

“Phase 1 Period” means the
period, on a country-by-country basis, from the Closing Date until the earlier
of:

	 	 	
  * * * 

	 	 	 
	 	 	
  * * * 



“Phase 2 Period” means the
period, on a country-by-country basis, from the MA Transfer Date until the
earlier of:

	 	 	
  * * * 

	 	 	 
	 	 	
  * * * 



“Product” means the product,
that includes the Drug Substance as the sole active ingredient and that is
marketed and sold by Novartis and its Affiliates under the Trademarks and the Marketing Authorization(s) in the Territory and in the Field as of the Closing Date. 




“Purchase Price” shall have the
meaning set forth in Clause 9.1 below.

“Purchaser” shall have the
meaning set forth in the Preamble.

“Regulatory Authority” means any
governmental agency or authority responsible for granting Marketing
Authorizations, including, any licenses or permits required for manufacturing,
storage, import/export, transport, promotion for the Product or overseeing those
activities and any successor entity thereto, and any corresponding national or
regional regulatory authorities. 

“Restated Asset Purchase Agreement”
means the Amended and Restated Asset Purchase Agreement entered into between
* * *
and Novartis International Pharmaceuticals Ltd. and Novartis Pharma
AG dated 17 March 2003.

“Supply Agreement” means the
supply agreement for the Product and the Drug Substance as the case may be which
the Parties have signed in connection with this Asset Purchase Agreement.

“Swiss Code of Obligations”
means the Swiss Code of Obligations of March 30, 1911, as amended from time to
time.

“Tender” means the supply of
Product to governments, hospitals and pharmacies through tender offers.

“Territory” means the countries
listed in Annex 8. 

“Third Party” means any Person
other than a Party or any Affiliate of a Party.

“Third Party Agreements” means
the existing agreements between Novartis and/or its Affiliates on the one hand
and third parties on the other hand at the time of the Closing related to the
Business listed as third party agreements that are identified in Annex
6.

“Third Party Claim” means a
Claim made against any person entitled to indemnification under this Agreement
by any person who is not a party to this Agreement.

“TM Assignment Documents” shall
have the meaning set forth in Clause 10.6.

“Trademarks” means the
registered trademarks in the Territory as listed in Annex 1, including
all goodwill associated therewith.

“Transferred Assets” shall have
the meaning set forth in Clause 2.1.




“Transferred Property” means any
Know-How, Patents, Trademarks, Domain Names, Books and Records, Commercial
Information and Medical Information (and any and all intellectual property
rights in the foregoing) in each case to the extent relating exclusively to the
Product and/or Drug Substance in the Territory and in the Field and that is in
existence and owned by Novartis and/or its Affiliates as of the Closing
Date.

“Transition Period” means * * *. 

“Transition Services” shall have
the meaning set forth in Clause 6.

“Warranty Claim” shall have the
meaning set forth in Clause 12.2.

	1.2 	
      Interpretation. In this agreement unless otherwise
      specified:

	 	 	 
		(a) 	
      “includes” and “including” shall mean respectively
      includes and including without limitation;

	 	 	 
		(b) 	
      a Party includes its permitted assignees and/or the
      respective successors in title to substantially the whole of its
      undertaking;

	 	 	 
		(c) 	
      words denoting the singular shall include the plural and
      vice versa and words denoting any gender shall include all
  genders;

	 	 	 
		(d) 	
      the Annexes and other attachments form part of the
      operative provision of this Agreement and references to this Agreement
      shall, unless the context otherwise requires, include references to the
      Annexes and attachments;

	 	 	 
		(e) 	
      the headings in this Agreement are for information only
      and shall not be considered in the interpretation of this
  Agreement;

	 	 	 
		(f) 	
      general words shall not be given a restrictive
      interpretation by reason of their being preceded or followed by words
      indicating a particular class of acts, matters or things;

	 	 	 
		(g) 	
      any reference to "writing" or "written" includes faxes
      and any legible reproduction of words delivered in permanent and tangible
      form (but does not include email); and

	 	 	 
		(h) 	
      the Parties agree that the terms and conditions of this
      Agreement are the result of negotiations between the Parties and that this
      Agreement shall not be construed in favour of or against any Party by
      reason of the extent to which any Party participated in its
      preparation.








	2. 	
      Sale and Transfer of Assets

	 	 	 
	2.1 	
      Sale of Assets. Novartis shall, or shall cause its
      Affiliates to, with effect as of the Closing Date, sell, transfer, assign
      and convey to Purchaser, and Purchaser shall purchase from Novartis and
      its Affiliates, all of Novartis’ and its Affiliates’ rights, titles, and
      interests in and to the following assets solely to the extent that they
      relate to the Product in the Territory in the Field (“Transferred
      Assets”):

	 	 	 
		(a) 	
      the Marketing Authorizations;

	 	 	 
		(b) 	
      the Marketing Authorization Data;

	 	 	 
		(c) 	
      the Transferred Property; and

	 	 	 
		(d) 	
      those Third Party Agreements that are assigned by
      Novartis to Purchaser pursuant to Clause 11 below.

	 	 	 
	2.2 	
      Excluded Assets. Notwithstanding Clause 2.1,
      Novartis shall not sell, transfer, or convey to Purchaser, and Purchaser
      shall not purchase and acquire the following (“Excluded
      Assets”):

	 	 	 
	 	 	
  * * * 

	 	 	 
	 	 	
  * * * 

	 	 	 
	 	 	
  * * * 

	 	 	 
	 	 	
  * * * 

	 	 	 
	 	 	
  * * * 

	 	 	 
	 	 	
  * * * 









	 	 	
  * * * 

	 	 	 
	 	 	
  * * * 

	 	 	 
	 	 	
  * * * 

	 	 	 
	 	 	
  * * * 

	 	 	 
	 	 	
  * * * 

	 	 	 
	 	 	
  * * * 

	 	 	 
	 	 	
  * * * 

	 	 	 
	 	 	
  * * * 





	2.3 	
      Sale of Inventory. Purchaser shall purchase (or
      shall cause its Affiliates to purchase) the Inventory in separate
      transactions in accordance with the terms and conditions contained in the
      Supply Agreement. It is agreed and understood by and between the Parties
      that the Purchase Price does not include the Inventory.

	 	 
	* * * 	
    Use of Transferred Assets. * * * 








	3. 	
      Grant of Licenses

	 	 	 
	3.1 	
      Licenses. Under the terms and conditions of the
      License Agreement, Novartis shall or shall cause its Affiliates to grant
      to Purchaser, the licenses specified therein effective upon the Closing
      Date. The entire consideration for the licenses shall form part of this
      Agreement (including the Purchase Price and transfer of assets) and the
      licenses shall be fully paid-up and royalty-free.

	 	 	 
	4. 	
      Assumed Liabilities and Excluded
  Liabilities

	 	 	 
	4.1 	
      Assumed Liabilities. Subject to the terms of the
      Supply Agreement and Clause 14.7 of this Agreement, effective as of the
      time of the Closing, Purchaser shall assume, be responsible for and pay,
      perform and discharge when due, and, if necessary, reimburse Novartis for
      the following (collectively “Assumed Liabilities”):

	 	 	 
		 	
  * * * 

	 	 	 
		(b) 	
      any other Liabilities specifically related to the
      Licensed Assets, the Business or Transferred Assets arising after the
      Closing Date.









	4.2 	
  Excluded Liabilities. * * * 

	 	 
	5. 	
      Obligations of the Purchaser

	 	 
	5.1 	
      Transfer of Marketing Authorizations. Purchaser
      shall file, or shall cause its Affiliate or designee to file, or, if
      required by applicable Law, Novartis, its Affiliate or designee, shall
      file applications for the transfer of the Marketing Authorizations (“MA”)
      for the Product in each country of the Territory as soon as practicable
      and in any event within nine (9) months from the Closing Date. * * *  Such plan shall include all requirements and action plans
      necessary, to obtain approval of the Marketing Authorization transfer by
      the Regulatory Authorities in each country in the Territory (including but
      not limited to the establishment of the Purchaser’s Affiliate or local
      agent, requirements for Certificate of the Pharmaceutical Product,
      Regulatory Authority inspections and a list of documents to be provided by
      Novartis). Purchaser shall provide Novartis with the status of the
  progress of each Market Authorization Transfer * * *  until all Marketing Authorizations are transferred.

	 	 
	5.2 	
      Transfer of Manufacturing. Purchaser shall obtain
      promptly after the Closing Date, all approvals necessary from the
      Regulatory Authorities to manufacture the Product and the Drug Substance
      independently from Novartis. Purchaser shall assume its own manufacturing
      (or sourcing from a Third Party) of the Drug Substance and the Product,
      immediately upon transfer of the Marketing Authorization on a
      country-by-country basis, and in no event later than three (3) years from
      the Closing Date.

	 	 
	* * * 	
  * * * 








	6. 	
      Transition Services provided by Novartis

	 	 	 
	6.1 	
      Transition Services. During the Transition Period,
      Novartis and its Affiliates shall provide the following transition
      services (“Transition Services”) to the Purchaser and/or its
      Affiliates in the Territory during which time Purchaser covenants to
      comply with the Novartis Policies to the extent applicable:

	 	 	 
		(a) 	
      importing, distributing, supplying and invoicing
      customers for the Product in the Territory during the Phase 1 Period and
      continuing pricing and reimbursement for the Product during the Phase 1
  Period * * *

	 	 	 
		(b) 	
      supplying the Product to the Purchaser in accordance with
      the Supply Agreement during Phase 2;

	 	 	 
		(c) 	
      providing Purchaser with all existing and available
      regulatory documentation concerning the Product in the Field, on an “as
      is” basis and that is owned or controlled by Novartis and reasonable
      general assistance for (but not to undertake) the transfer of the
      Marketing Authorizations;

	 	 	 
		(d) 	
      providing Purchaser with that documentation owned or
      controlled by Novartis in the Field describing the manufacturing process
      in detail as disclosed in the Data Room and reasonable general technical
      advice for the transfer of the manufacturing process of the Product and
      the Drug Substance;

	 	 	 
		(e) 	
      for all work deemed over and above that described in
      subparagraph (c) above, upon reasonable written request from Purchaser,
      and at Purchaser's expense, providing regulatory assistance to facilitate
      the transfer of the Marketing Authorizations from Novartis and/or its
      Affiliates; and

	 	 	 
		(f) 	
      for all work deemed over and above that described in
      subparagraph (d) above, upon reasonable written request from Purchaser and
      subject to the agreement of Novartis (such agreement not to be
      unreasonably withheld), and at Purchaser’s expense, providing reasonable
      technical assistance in order to facilitate the assumption by Purchaser or
      its Affiliates of the manufacturing of the
Products (including the Drug Substance). For clarity and where applicable, Novartis and/or its Affiliates shall be responsible for signing any required documents and consents to affect transfers of said Marketing Authorizations.








Notwithstanding the above, Novartis
hereby reserves the right and may in its sole discretion charge Purchaser or
Purchaser’s Affiliates for any Transition Services that Novartis considers to be
onerous from an effort and/or cost perspective.

	6.2 	
      Transition Period. It is agreed and understood by
      and between the Parties that Novartis shall only provide the Transition
  Services in the Territory until the end of the Transition Period * * * from the Closing Date.

	 	 	 
	7. 	
      Maintenance of Marketing Authorizations Pending
      Completion of Transfer

	 	 	 
	7.1 	
      Maintenance. Until completion of the transfer of
      the Marketing Authorizations to Purchaser (or its Affiliates or designee),
  but for no longer than * * * 

	 	 	 
		(a) 	
      Novartis shall use its commercially reasonable efforts to
      maintain the Marketing Authorizations;

	 	 	 
		(b) 	
      Novartis shall continue to remain responsible for, at its
      sole expense, pursuing those on-going variations and renewals which are
      pending at the Closing Date or withdraw them if mutually agreed to by
      Novartis and the Purchaser provided that Novartis shall pursue such which
      are required by the applicable Law. * * *

	 	 	 
		(c) 	
      Novartis shall not be required to initiate any additional
      variations or amendments, except in the event they are indispensable for
      the continuation of the Business and only then upon Purchaser’s written
      request.

	 	 	 
	7.2 	
      Responsibility. For the avoidance of doubt,
      Novartis does not warrant and shall not be responsible and shall have no
      liability in this regard for the successful maintenance or renewal of the
      Marketing Authorizations after the Closing Date and/or whether or not a
      variation is successful, except if the Regulatory Authority cancels a
      Marketing Authorization or refuses its renewal as a result of Novartis’
      gross negligence or wilful misconduct. Furthermore, Novartis is not
      responsible for conducting any studies, including clinical and stability
      studies, concerning the Drug Substance and/or the Product, which may be
      requested by the Regulatory Authority or any Governmental Authority after
      the Closing Date, regardless of whether the MA Transfer Date has occurred
      or not.








	7.3 	
      Costs. The Purchaser, or its Affiliates, shall
      bear the Third Party fees levied by the relevant Regulatory Authorities
      and Governmental Entities and any other relevant costs, (including
      Novartis’ notarization costs) for (a) the maintenance of the Marketing
      Authorizations and for the transfer to Purchaser (or its Affiliates) after
      the Closing; and * * * the Purchaser, or its Affiliates shall bear any internal costs of Novartis
      and/or its Affiliates for regulatory support which is above and beyond
  standard maintenance of the Marketing Authorizations.

	 	 
	8. 	
      Co-operation on Pharmacovigilance and
  Safety

	 	 
	8.1 	
      Adverse Events. The Parties shall co-operate in
      good faith with regard to the reporting and handling of Adverse Events in
      accordance with the applicable Laws and regulations on pharmacovigilance.
      Purchaser agrees to share safety and adverse event data generated after
      the Closing Date with Novartis. Novartis shall be responsible for
      providing said information to its Affiliates and any Third Party to which
      Novartis has divested the Product in countries outside the Territory in
      the event such data is necessary for use in any regulatory submission,
      including 15-day expedited reporting, product registration or dossier
      outside of the Territory for the approval and maintenance of any product
      (including over-the-counter product) outside the Territory; provided, that
      Novartis shall modify such data before sharing it to comply with
      applicable data privacy Laws. The foregoing obligation shall only apply to
      Novartis * * *  after Novartis has supplied the last
      batch of finished product to Purchaser pursuant to the Supply Agreement.
      Thereafter, it shall be the Purchaser’s responsibility to ensure that the
      safety and adverse event data required by the applicable Laws and
      regulations in the Territory is available for any regulatory submission,
      product registration or dossier in the Territory according to such
  applicable Laws and regulations.

	 	 
	8.2 	
      Pharmacovigilance Agreement. Following the Closing
      Date, and in time to ensure that all regulatory requirements are met, the
      Parties shall enter into a pharmacovigilance agreement, which template is
      attached hereto as Annex 7.

	 	 
	9. 	
      Purchase Price and Payment of Purchase
  Price

	 	 
	9.1 	
      Purchase Price. The purchase price for the
      Transferred Assets and provision of the licenses under the License
  Agreement shall be the sum of * * * 

	 	 
	9.2 	
  Payment Schedule. * * * 








	9.3 	
      Taxes.

	 	 	 
		(a) 	
      Purchaser shall bear any transfer tax imposed in the
      Territory in connection with the transactions contemplated in this
      Agreement and shall make any corresponding tax declarations in the
      Territory that may be required.

	 	 	 
		(b) 	
      Each Party shall be responsible for any tax obligations
      of its own due to this Agreement (including income tax and capital gains
      tax). Neither Party shall have any obligation towards the other Party in
      case that the other Party fails to fully comply with its tax
      obligations.

	 	 	 
		(c) 	
      For all tax purposes, both Parties agree to report the
      transactions contemplated by this Agreement in a manner consistent with
      its terms and to not take any position inconsistent therewith in any tax
      return, refund claim, litigation, or otherwise.

	 	 	 
		(d) 	
  * * * 

	 	 	 
	10. 	
      Closing

	 	 	 
	10.1 	
      Closing Date. Upon the terms and subject to the
      conditions of this Agreement, the transfer of the Transferred Assets and
      the assumption of the Assumed Liabilities shall take place on the Closing
      Date at Novartis offices in Basel.

	 	 	 
	10.2 	
      Confirmation of Payment. At the Closing, Purchaser
      shall deliver to Novartis the written confirmation, in a form reasonably
      satisfactory to Novartis, of payment of the first portion of the Purchase
      Price, * * * as set out in Clause 9.2 of this
  Agreement.









	10.3 	
      Confirmation to Affiliates. Within thirty (30)
      days of Closing, Novartis shall deliver to Purchaser a copy of
      instructions by Novartis to its pertinent Affiliates by which Novartis
      instructs them to:

	 	 	 	 
		(a) 	
      agree with the Purchaser how and when to transfer to
      Purchaser or its Affiliates or designees:

	 	 	 	 
			(i) 	
      Marketing Authorization Data which are in Novartis’ or
      its Affiliates’ possession; and

	 	 	 	 
			(ii) 	
      the Marketing Authorizations (by way of an appropriate
      submission to the relevant Regulatory Authorities); and

	 	 	 	 
		(b) 	
      otherwise co-operate with the Purchaser to facilitate the
      smooth implementation of this Agreement.

	 	 	 	 
	10.4 	
      Insurance. Title and risk of loss or damage to the
      Transferred Assets shall pass to the Purchaser on the Closing Date at the
      place established for Closing in Clause 10.1. As of the Closing Date, the
      Transferred Assets shall cease to be insured by Novartis’ insurance
      policies or by Novartis’ self-insurance, as the case may be, and the
      Purchaser shall have no right or obligation with respect to any such
      policy.

	 	 	 	 
	10.5 	
      Documents to be Delivered on the Closing Date. On
      the Closing Date, in addition to * * * those documents contemplated by Clauses
      10.6, 10.7 and 10.8, the Parties shall execute and deliver the following
  documents:

	 	 	 	 
		(a) 	
      the Licence Agreement; and

	 	 	 	 
		(b) 	
      the Supply Agreement.

	 	 	 	 
	10.6 	
      Transfer of Trademarks. At Closing, Purchaser
      shall prepare and deliver to Novartis a draft assignment document for the
      transfer of the Trademarks from Novartis or its Affiliates to Purchaser in
      the Territory (the “TM Assignment Documents”) in the form attached
      at Annex 12. Upon receipt of such TM Assignment Documents by
      Novartis, Novartis or its relevant Affiliate and Purchaser will promptly
      complete and execute the TM Assignment Documents and Purchaser shall be
      responsible for filing the TM Assignment Documents with the relevant
      trademark registries at its sole cost and expense, including all filing
      costs and external fees. Novartis’ sole obligation with regards to the
      transfer of the Trademarks will be to properly execute the TM Assignment
      Documents and any other documents required to register the transfer of the
      Trademarks in the Territory and to assist with related formalities and to give effect to the
      rights granted herein and/or to cause its Affiliates to do same. This
      Clause 10.6 shall survive Closing.









	10.7 	
      Transfer of Patents. At Closing, Purchaser shall
      prepare and deliver to Novartis a draft assignment document for the
      transfer of the Patents from Novartis or its Affiliates to Purchaser in
      the Territory (the “Patent Assignment Documents”) in the form
      attached at Annex 13. Upon receipt of such Patent Assignment
      Documents, Novartis or its relevant Affiliate and Purchaser will promptly
      complete and execute the Patent Assignment Documents and Purchaser shall
      be responsible for filing the Patent Assignment Documents with the
      relevant patent registries at its sole cost and expense, including all
      filing costs, and external fees. Novartis’ sole obligation with regards to
      the transfer of the patents will be to properly execute the Patent
      Assignment Documents and any other documents required to register the
      transfer of the Patents in the Territory and to assist with related
      formalities and to give effect to the rights granted herein, including but
      not limited to any rights under the Canadian Patented Medicines (Notice of
      Compliance) Regulations and/or to cause its Affiliates to do same. Patents
      contained in Schedule 1 of Annex 2 shall be assigned to the Purchaser and
      Patents contained in Schedules 2 and 3 of Annex 2 shall be assigned to an
      Affiliate of the Purchaser as directed by the Purchaser. This Clause 10.7
      shall survive Closing.

	 	 	 
	10.8 	
      Transfer of Domain Names. At Closing, Purchaser
      shall prepare and deliver to Novartis

	 	 	 
		a 	
      draft assignment document for the transfer of the Domain
      Names from Novartis or its

	 	 	 
		
      Affiliates or friendly third party in Canada to Purchaser
      in the Territory (the “Domain Name Assignment Documents”) in the
      form attached at Annex 14. Upon receipt of such Domain Name
      Assignment Documents, Novartis or its relevant Affiliate or friendly third
      party in Canada and Purchaser will promptly complete and execute or have
      completed and executed the Domain Name Assignment Documents. Novartis, its
      Affiliate or he current Novartis administrator of the Domain Name shall be
      responsible for filing the requisite requests and any required Domain Name
      Assignment Documents with the relevant domain name registrar at its sole
      cost and expense, including all filing costs, and external fees. Novartis
      shall assist with related formalities to give effect to the rights granted
      herein and/or to cause its Affiliates and/or friendly third party in
      Canada to do same. This Clause 10.8 shall survive Closing.

	 	 	 
	11. 	
      Third Party Agreements

	 	 	 
	11.1 	
      Assignment of Third Party Agreements.

	 	 	 
		
      (a) 
	
      Novartis shall assign to Purchaser, and Purchaser shall
      accept the assignment of, the rights and obligations of Novartis or any of
      its Affiliates related to the Product under each Third Party Agreement
      listed in Section 1 of Annex 6 (including, where appropriate, Third
      Party Agreements originally entered by Sandoz Ltd (“Sandoz”) or
      Ciba-Geigy Ltd (“Ciba-Geigy”) and of which Novartis is the legal
      successor), prior to the transfer of the Marketing Authorization in
      the country in the Territory to which such Third Party Agreement relates
      or at such other time as the Parties may mutually agree but in no event
      later than the end of the Phase I period for the respective Territory. The
      form and substance of the assignment and assumption agreements shall be
      mutually agreed to by the Parties. Where Novartis requires the prior
      written consent of a Third Party in order to assign such Third Party
      Agreement, Novartis shall use commercially reasonable efforts to obtain
      such consent but shall be under no obligation to assign such Third Party
      Agreement to the Purchaser in the event that such consent is not
      forthcoming.









	 	(b) 	
      In the event that consent is not obtained, Novartis shall
      remain as the contracting party under such Third Party Agreements for
      their duration (the “Non-Assignable Agreements”) provided that
      Novartis shall be entitled to terminate the Third Party Agreement as soon
      as practicable. Novartis, as the contracting party under said
      Non-Assignable Agreements, and the Purchaser will cooperate in a mutually
      agreeable arrangement under which the Purchaser will obtain the benefits
      and assume the obligations of the Non-Assignable Agreements in accordance
      with this Agreement, including sub-contracting, sub-licensing or
      sub-leasing to the Purchaser or whereby the Purchaser shall, as Novartis’
      agent, perform and discharge all outstanding obligations and liabilities
      of Novartis (or as applicable, Novartis’ Affiliates) under the Third Party
      Agreement, or under which Novartis would enforce for the benefit of the
      Purchaser any and all rights of Novartis against a Third Party thereto,
      with the Purchaser assuming any liabilities of Novartis.

	 	 	 
	 	(c) 	
      Where Purchaser assumes any obligations under a Third
      Party Agreement, the Purchaser shall indemnify Novartis against any
      actions, proceedings, liabilities, losses, costs, demands or claims
      Novartis may incur arising out of the Purchaser’s failure to do
  so.





	11.2 	
      Termination of Third Party Agreements. Subject to
      the conditions set forth in the relevant Third Party Agreement and upon
      receipt of the Purchaser’s written request, Novartis shall terminate after
      the Closing Date any relevant Third Party Agreement not assigned to the
      Purchaser as provided in Clause 11.1, as soon as reasonably
      practicable.

	 	 
	11.3 	
      Assignment or Termination of Parts of a Third Party
      Agreement. Where only part of a Third Party Agreement relates to the
      Product(s) sold to Purchaser under this Agreement or where such Third
      Party Agreement is not exclusively related to the Product then nothing in
      this Agreement shall oblige Novartis to assign such Third Party Agreement
      to the Purchaser and Novartis shall remove the Product from the scope of
      the Third Party Agreement as soon as practicable after the Closing Date,
      unless otherwise agreed in writing between the
Parties.








	11.4 	
      Tenders. Where feasible, as Novartis shall in its
      sole discretion decide, the Tenders will be treated in the same manner as
      the Third Party Agreements (as appropriate). The Parties will cooperate to
      ensure (where feasible) an efficient transfer to Purchaser of the Tenders
      outstanding as of the Closing Date or that are issued during the
      Transition Period with the aim of continuing the supply of the Products
      through the Tenders.

	 	 	 
	11.5 	
      Restated Asset Purchase Agreement.

	 	 	 
		* * * 	
      The Purchaser acknowledges that Novartis acquired certain
      rights to the Product from * * * pursuant to the Restated Asset
  Purchase Agreement. * * * 

	 	 	 
		* * * 	
  * * * 

	 	 	 
		* * * 	
  * * * 

	 	 	 
		* * * 	
  * * * 








	 	* * * 	
  * * * 





	12. 	
      Novartis’ Representations and Warranties

	 	 	 
	12.1 	
      Representations and Warranties. Novartis, on its
      own behalf and on behalf of its Affiliates, warrants that as at the
      Closing Date, and except as disclosed in Annex 5:

	 	 	 
		(a) 	
      Novartis is a corporation duly organized and existing
      under the Laws of its country of incorporation and this Agreement has been
      duly and validly executed and delivered by Novartis and, when duly
      authorized, executed and delivered by Novartis, will constitute a legal,
      valid, binding and enforceable obligation of Novartis, subject to
      equitable remedies and bankruptcy;

	 	 	 
		(b) 	
      Novartis and/or their Affiliates (as applicable) are the
      legal and beneficial owners of and has the entire right, title and
      interest in the Transferred Assets free and clear of all liens, charges
      and encumbrances;

	 	 	 
		* * * 	
      To Novartis’ reasonable knowledge and belief after due
      inquiry, and assuming Purchaser’s representations and warranties contained
  in Clause 13.1(a) are true and correct, * * * 

	 	 	 
		(d) 	
  * * * 








	 	(e) 	
      to Novartis’ reasonable knowledge and belief, after due
      enquiry, there are no infringements by any third party of any of the
      Transferred Assets or the Patents, Trademarks, Domain Names or Licensed
      Assets in any of the countries in the Territory;

	 	 	 
	 	(f) 	
      Novartis has paid or accrued in its accounts all
      applicable taxes related to the Transferred Assets and Licensed Assets
      prior to the Closing Date;

	 	 	 
	 	(g) 	
      to Novartis’ reasonable knowledge and belief, after due
      enquiry, the Marketing Authorizations are in force to the extent required
      by applicable Law;

	 	 	 
	 	(h) 	
      to Novartis’ best knowledge and belief after due inquiry,
      Novartis has not withheld from Purchaser any material information
      concerning the Transferred Assets, the Licensed Assets and the Business;
      and

	 	 	 
	 	(i) 	
      the Books and Records are true and correct and present
      fairly and disclose in all material respects the financial position of the
      Business and all material financial transactions of Novartis relating to
      the Business have been accurately recorded in such books and records and,
      to the extent possible, such books and records have been prepared in
      accordance with generally accepted Accounting Standards consistently
      applied and there has been no material adverse effect or event in respect
      of the Business.





	12.2 	
      Save as provided for under Clause 14.8 (a) hereinafter,
      the Purchaser's statutory inspection and notice obligations under section
      201 of the Swiss Code of Obligations and the statutory time limits for
      warranty (pursuant to section 210 of the Swiss Code of Obligations) are
      herewith expressly waived.

	 	 
	12.3 	
      Disclosures. Novartis shall not be liable for a
      breach of the warranties (each a “Warranty Claim”) if the subject
      matter giving rise to the Warranty Claim has been disclosed to the
      Purchaser in Annex 5 or the Data Room.

	 	 
	12.4 	
      Disclaimer. Except as provided for in this Clause
      12 and any survival provisions in this Agreement or as provided for in the
      License Agreement or Supply Agreement, Novartis makes no representations,
      extends no warranties of any kind, either express or implied, and assumes
      no responsibility after Closing whatsoever in respect of the Business, the
      Transferred Assets, the manufacture, marketing, promotion, distribution,
      sale and use of the Product or the Drug Substance, and the Licensed
      Assets.








	12.5 	
      Adequacy of Information. Purchaser acknowledges
      and agrees that:

	 	 	 
		(a) 	
      it has been furnished with or given adequate access to
      the information about the Business as it has requested;

	 	 	 
		(b) 	
      it has carried out an appropriate due diligence
      concerning the information given by Novartis in the Data Room on the
      Business and is taking full responsibility for making its own and
      independent evaluation of the Business in light of the information
      provided in the Data Room; and

	 	 	 
		(c) 	
      Novartis makes no warranty with respect to the accuracy
      and completeness of any estimates, projections, forecasts, plans, or
      budgets provided by Novartis to Purchaser.

	 	 	 
	13. 	
      Purchaser’s Representations and Warranties And
      Covenants

	 	 	 
	13.1 	
      Representations and Warranties. Purchaser, on its
      own behalf and on behalf of its Affiliates, warrants to Novartis that as
      of the Closing Date:

	 	 	 
		(a) 	
      Purchaser is a well-established and licensed
      pharmaceutical company which, together with its Affiliates and third party
      service providers, has the necessary technical and commercial resources
      and expertise to take over from Novartis the Business in each country of
      the Territory (at least to the extent as conducted by Novartis in each of
      the countries as of the Closing Date) under the terms, conditions, and
      timelines contained in this Agreement, the License Agreement and the
      Supply Agreement;

	 	 	 
		(b) 	
      Purchaser is not and has not been (and has no Affiliates
      that are or have been) subject to any litigation by customers or
      investigation by local and/or regulatory authorities which would
      negatively impact a smooth transfer of the Business to Purchaser and its
      Affiliates;

	 	 	 
		(c) 	
      There is no suit, action, investigation or proceeding
      pending or threatened against the Purchaser, that challenges or seeks to
      prevent or enjoin the transactions contemplated by this
  Agreement;

	 	 	 
		(d) 	
      Purchaser has carried out an analysis whether any
      anti-trust approvals or notifications from the relevant merger control
      authorities are required in connection with the transaction contemplated
      by this Agreement and has, based on its own operations and information in
      the Data Room, and assuming Novartis’ representations and warranties
      contained in Clause 12.1(h) and (i) are true and correct, concluded that
      no such approvals or notifications are required with respect to its own
      activities;








	 	(e) 	
      Purchaser is not aware that any information concerning
      the Business which Novartis has provided prior to the Closing Date would
      be untrue or incorrect;

	 	 	 
	 	(f) 	
      Purchaser is not aware of any grounds for a valid basis
      for bringing a Warranty Claim against Novartis under this Agreement;
      and

	 	 	 
	 	(g) 	
      Purchaser is a valid legal entity duly constituted,
      organized and existing under the Laws of the jurisdiction of its formation
      and has the capacity to enter into this Agreement and has obtained all
      required internal approvals from its board of directors, management
      committee and/or any other internal committee.




	13.2 	
      The Purchaser hereby acknowledges and agrees that by the
      date of filing for the transfer of a Marketing Authorization as described
      in Clause 5.1 in each of Canada, Switzerland, Croatia and the countries of
      the European Union within the Territory, it shall have Affiliates or
      distributors that meet all requisites mentioned in Clause 13.1(a)
      above.

	 	 
	* * * 	
  * * * 








	14. 	
      Indemnification

	 	 	 
	14.1 	
      Claims. If a Party breaches a representation or
      warranty* * * or covenant, it shall be liable to the other
      Party for the Loss caused by such breach, subject to the limitations and
  other provisions of this Agreement.

	 	 	 
	14.2 	
      Survival.

	 	 	 
		(a) 	
      The representations and warranties made by each Party
      contained in this Agreement shall survive the Closing until * * * The covenants and agreements of each
      Party shall * * * All rights to claim Losses
      for any breach of any representation or warranty, subject to Clause
      14.2(b), shall terminate and expire on, and no action or proceedings
      seeking damages or other relief for breach of any representation or
      warranty or for misrepresentation or inaccuracy shall be commenced,* * * unless prior thereto there
      shall have been made with reasonable specificity a written notice
  describing such claim.

	 	 	 
		(b) 	
      Notwithstanding the provisions of Clause 14.2(a), the
      representations and warranties in Clauses 12.1(a), 12.1(b), 12.1(d)(i) and
  12.1 (f) shall survive the Closing* * * 

	 	 	 
	14.3 	
      Limitations.

	 	 	 
		* * * 	
  * * * 

	 	 	 
		* * * 	
  * * * 









	14.4 	
      Reductions. To the extent that any Loss incurred
      due to the breach of a representation or warranty is compensated by other
      related benefits, e.g. tax benefits or valid and enforceable claims
      against third parties, including insurance companies, the liability is
      reduced accordingly. The respective Party shall use all reasonable efforts
      to obtain such related benefits. For the avoidance of doubt, the Parties
      are aware that this will not exclude the possibility that insurance
      companies may have a right for full or partial recourse against the Party
      which has breached a representation or warranty.

	 	 	 
	14.5 	
  Sole Remedy. * * * 

	 	 	 
	14.6 	
      Indemnity by Novartis. Subject to the other
      provisions of this Clause 14, Novartis shall indemnify and hold harmless
      the Purchaser and its Affiliates and their respective officers, directors,
      employees and agents (for whom the Purchaser holds such rights in trust)
      (collectively, the “Purchaser Indemnitees”) from and against all
      Claims asserted against and Losses incurred by any of them directly or
      indirectly arising out of or resulting from:

	 	 	 
		(a) 	
      any Excluded Liability;

	 	 	 
		* * * 	
  * * * 

	 	 	 
		* * * 	
  * * * 

	 	 	 
	14.7 	
      Indemnity by Purchaser. Subject to the other
      provisions of this Clause 14, Purchaser shall indemnify and hold harmless
      Novartis and its Affiliates and their respective officers, directors,
      employees and agents (for whom Novartis holds such rights in trust)
      (collectively, the “Novartis Indemnitees”) from and against all
      Claims asserted against and Losses incurred by any of them directly or
      indirectly arising out of or resulting from:

	 	 	 
		(a) 	
      any Assumed Liabilities;

	 	 	 
		(b) 	
      any breach of a representation or warranty of the
      Purchaser in Clause 13.1; and

	 	 	 
		(c) 	
      any breach of any covenant of the Purchaser in the
      Agreement.








	14.8 	
      Third Party Indemnification Procedure. The
      indemnified party under this Clause 14 (the “Indemnified Party”)
      shall:

	 	 	 
		(a) 	
      promptly notify the indemnifying party (the
      “Indemnifying Party”) of any claim or proceeding, or threatened
      claim or proceeding, which could lead to a Loss;

	 	 	 
		(b) 	
      permit the Indemnifying Party to take full care and
      control of the conduct, defence and settlement of such claim or
      proceeding; provided, however, that the Indemnifying Party shall not
      compromise or otherwise settle any such claim or proceeding without the
      prior written consent of the Indemnified Party, which consent shall not be
      unreasonably withheld or delayed;

	 	 	 
		(c) 	
      reasonably assist at the cost of the Indemnifying Party
      in the investigation and defence of such claim or proceeding;

	 	 	 
		(d) 	
      not compromise or otherwise settle any such claim or
      proceeding without the prior written consent of the Indemnifying Party,
      which consent shall not be unreasonably withheld or delayed; and

	 	 	 
		(e) 	
      take all reasonable steps to mitigate any Loss in respect
      of any such claim or proceeding.

	 	 	 
	14.9 	
      Adjustments.

	 	 	 
		(a) 	
      The amount of Loss for which indemnification is provided
      hereunder shall be net of any amounts recovered or recoverable by the
      Indemnified Party under insurance policies or from other third parties
      with respect to such Loss.

	 	 	 
		(b) 	
      If any payment due under this Clause 14 is subject to
      tax, the Indemnified Party shall be entitled to receive from the
      Indemnifying Party such amounts as will ensure that the net receipt, after
      tax, is the same as it would have been if the payment was not subject to
      tax.

	 	 	 
	15. 	
      [RESERVED]

	 	 	 
	15.1 	
      [Reserved].

	 	 	 
	16. 	
      Confidentiality; Press Release; Data, Books and
      Records

	 	 	 
	16.1 	
      Confidentiality

	 	 	 
		(a) 	
      Subject to:

	 	 	 
			
      (i) 
	the exceptions contained in the Confidentiality
      Agreement; and







	 	(ii) 	
      the requirements of applicable Laws or Regulatory
      Authority,




	 		
      Purchaser (and its Affiliates, third party suppliers or
      distributors) shall keep confidential and not disclose to any third party
      any confidential information pertaining to the Business and the
      Transferred Assets, which is received or obtained as a result of entering
      into or performing this Asset Purchase Agreement, including, know-how
      concerning the manufacture of the Drug Substance and Product.

	 	 	 
	 	(b) 	
      Notwithstanding any provision of this Asset Purchase
      Agreement or the Confidentiality Agreement, Novartis acknowledges that the
      Purchaser may have public disclosure obligations and may be required to
      disclose this Agreement and a summary of the transaction, including the
      Purchase Price, in its continuous disclosure documents as required by
      applicable Laws, regulations and rules including any requirements imposed
      on public companies by applicable security regulators, such as posting any
      required information on SEDAR or in public disclosure documents provided,
      however that the Parties agree that the form of redacted version of this
      Agreement to be so filed or disclosed shall be as agreed by the Parties in
      Annex 15, subject to revisions as required by a Governmental Entity
      to be in compliance applicable Law.




	16.2 	
      Press Releases. Subject to Clause 16.1 (b).
      neither Party shall issue any press release, trade announcement or make
      any other public announcement with regard to the transactions contemplated
      by this Agreement without the other Party’s prior written consent, which
      shall not be unreasonably withheld. Where consent is forthcoming, the
      Parties agree to consult with each other regarding the content of any such
      press release or other announcement. This aforementioned restriction shall
      not apply to announcements required by any Regulatory Authority,
      Governmental Entity or applicable Law provided that in such event the
      Purchaser shall take into consideration and comply with any requests of
      Novartis and the Parties shall, to the extent reasonably practicable,
      coordinate the wordings of any such announcements. Purchaser acknowledges
      that Novartis shall have the right to disclose a brief summary of the
      transaction, including the Purchase Price, in its official financial
      reports. Subject to Clause 16.1(b), at Closing, the Purchaser shall issue
      a Press Release in the form attached in Annex 11.

	 	 	 
	16.3 	
      Maintenance of Data and Books and Records. For a
  period of * * *  after the Closing Date:

	 	 	 
		(a) 	
      the Purchaser agrees to retain (and to cause its
      Affiliates to retain) and make available all data and Books and Records
      received from Novartis and its Affiliates for inspection and copying by
      Novartis or its agent at Novartis’ expense, upon reasonable request and
      upon reasonable notice; provided that such Books and Records shall be made
      available only to the extent such availability is required
  by Novartis, an Affiliate or a Third Party to which the
      Product has been divested or out-licensed in another Territory to comply
      with a requirement of Law, this Agreement, the License Agreement or the
      Supply Agreement or to enable Novartis, an Affiliate or a Third Party to
      defend against, respond to, or otherwise participate in any litigation,
      investigation, audit process, subpoena, or other proceeding related to the
  Drug Substance and/or the Product; and








	 	(b) 	
      no such data, and other Books and Records shall be
      destroyed by the Purchaser without first advising Novartis in writing and
      giving Novartis a reasonable opportunity, at Novartis’ sole cost, to
      obtain possession thereof. Novartis will hold, and will use commercially
      reasonable efforts to cause its officers, directory, employees,
      accountants, counsel, consultants, advisors and agents to hold, in
      confidence, unless compelled to disclose by judicial or administrative
      process or by other requirements of applicable Law, all confidential
      documents and information concerning the Purchaser or the Business
      provided to it pursuant to this Clause 16.3.-





	17. 	
      Miscellaneous

	 	 	 
	17.1 	
      Governing Law and Jurisdiction. This Asset
      Purchase Agreement shall be governed by and construed under the Laws of
      Switzerland, without giving effect to the conflicts of laws provision
      thereof, and with the exclusion of the Vienna Convention on the
      International Sale of Goods. Any claim or dispute arising out of or
      relating to this Agreement that cannot be resolved amicably between the
      Parties within thirty (30) days after the controversy has arisen shall be
      subject to the exclusive jurisdiction of the courts located in
      Basel-Stadt, Switzerland. Each Party irrevocably agrees and consents to
      the jurisdiction of the courts located in Basel-Stadt, Switzerland and
      waives any objection it may have to the venue of such courts, including
      with respect to the convenience of the forum and jurisdiction.

	 	 	 
	17.2 	
      Assignment. Neither Party may assign its rights
      and obligations under this Agreement without the other Party’s prior
      written consent, except that

	 	 	 
		(a) 	
      Novartis may assign this Agreement in its entirety to a
      successor to all or substantially all of its business or assets to which
      this Agreement relates, provided that any permitted Novartis
      assignee shall assume all obligations of its assignor under this Agreement
      (or related to the assigned portion in case of a partial assignment to a
      Novartis Affiliate), and no permitted assignment shall relieve the
      assignor of liability hereunder.

	 	 	 
		(b) 	
      During the Phase 1 Period, the Purchaser may, with the
      prior written consent of Novartis which shall not be unreasonably withheld
and following completion of the Phase I Period in each of the countries of the Territory, the Purchaser may without the consent of Novartis:








	 	(i) 	
      assign its rights and obligations under this Agreement
      and this Agreement in its entirety or any part thereof to one or more of
      its Affiliates;

	 	 	 
	 	(ii) 	
      subject to Clause 17.2(c), collaterally assign its rights
      and obligations under this Agreement and this Agreement in its entirety or
      any part thereof to one or more financing sources of Purchaser and/or its
      Affiliates; and

	 	 	 
	 	(iii) 	
      assign its rights and obligations under this Agreement
      and this Agreement in its entirety as part of the sale of all or
      substantially all of the business or assets of Purchaser to which this
      Agreement relates, or pursuant to any merger, consolidation, combination,
      plan of arrangement or reorganization of
Purchaser.




	 	(c) 	
      Purchaser may collaterally assign its rights and
      obligations under this Agreement and this Agreement in its entirety or any
      part thereof to PDL BioPharma Inc. without the prior written consent of
      Novartis. Purchaser shall endeavour to provide 10 days prior written
      Notice to Novartis in case of such an assignment.

	 	 	 
	 	(d) 	
      Any attempted assignment in contravention of the
      foregoing shall be void.




	17.3 	
      Force Majeure. If and to the extent that either
      Party is prevented or delayed by Force Majeure from performing any of its
      obligations under this Agreement and promptly so notifies in writing the
      other Party, specifying the matters constituting Force Majeure together
      with such evidence in verification thereof as it can reasonably give and
      specifying the period for which it is estimated that the prevention or
      delay will continue, then the Party so affected shall be relieved of
      liability to the other for failure to perform or for delay in performing
      such obligations (as the case may be), but shall nevertheless use its
      commercially reasonable efforts to resume full performance
  thereof.

	 	 	 
	17.4 	
      Notices. All notices, consents, waivers, and other
      communications under this Asset Purchase Agreement must be in writing and
      shall be deemed to have been duly given when:

	 	 	 
		(a) 	
      delivered by hand (with written confirmation of
      receipt);

	 	 	 
		(b) 	
      sent by fax (with written confirmation of receipt),
      provided that a copy is immediately sent by an internationally recognized
      overnight delivery service (receipt requested); or

	 	 	 
		(c) 	
      when received by the addressee, if sent by an
      internationally recognized overnight delivery service (receipt requested),
in each case to the appropriate addresses and fax numbers set forth below (or to such other addresses and fax numbers as a Party may designate by written notice):








	 	If to Purchaser: 
	 	  
	 	Merus Labs Luxco SARL 
	 	208, Val des Bons Malades, 
	 	Luxembourg L-2121, 
	 	The Grand Duchy of Luxembourg 
	 	Attn: General Manager 
	 	Tel: +352 262 0451, 208 
	 	Fax: +352 262 017 13 
	 	  
	 	If to Novartis: 
	 	  
	 	Novartis Pharma AG 
	 	Lichtstrasse 35 
	 	CH-4056 Basel, Switzerland 
	 	Attn: Head of BD&L 
	 	Fax: +41 61 324 2100 
	 	  
	 	With a copy to: 
	 	  
	 	Novartis Pharma AG 
	 	Lichtstrasse 35 
	 	CH-4056 Basel, Switzerland 
	 	Attn: General Counsel 
	 	Fax: +41 61 324 7399 



	17.5 	
      Waiver and Amendments. The failure of any Party to
      assert a right hereunder or to insist upon compliance with any term or
      condition of this Agreement shall not constitute a waiver of that right or
      excuse a similar subsequent failure to perform any such term or condition
      by the other Party. No waiver shall be effective unless it has been given
      in writing and signed by the Party giving such waiver. No provision of
      this Agreement may be amended or modified other than by a written document
      signed by authorized representatives of each Party.

	 	 
	17.6 	
      Severability. Without prejudice to any other
      rights that the Parties have pursuant to this Agreement, every provision
      of this Agreement is intended to be severable. If any provision of this
      Agreement shall be invalid or unenforceable, such invalidity or
      unenforceability shall not affect the other provisions of this Agreement,
      which shall remain in full force and effect. The Parties hereto agree to
      consult each other and to agree upon a new
stipulation which is permissible under applicable Law and which comes
      as close as possible to the original purpose and intent of the invalid,
  void or unenforceable provision.








	17.7 	
      Entire Agreement. This Agreement (together with
      the License Agreement and the Supply Agreement) constitutes the entire
      agreement and supersedes all prior agreements and understandings, both
      written and oral, between the Parties with respect to the subject matter
      hereof.

	 	 
	17.8 	
      Relationship of the Parties. Nothing contained in
      this Agreement shall be deemed to constitute a partnership, joint venture,
      or legal entity of any type between Novartis and Purchaser, or to
      constitute one as the agent of the other. Moreover, each Party agrees not
      to construe this Agreement, or any of the transactions contemplated
      hereby, as a partnership for any tax purposes. Each Party shall act solely
      as an independent contractor, and nothing in this Agreement shall be
      construed to give any Party the power or authority to act for, bind, or
      commit the other.

	 	 
	17.9 	
      Expenses. Except as otherwise expressly provided
      in this Agreement, each Party shall pay the fees and expenses of its
      respective lawyers and other experts and all other expenses and costs
      incurred by such Party incidental to the negotiation, preparation,
      execution and delivery of this Agreement.

	 	 
	17.10 	
      Extension to Affiliates. Novartis shall have the
      right to extend the rights, immunities and obligations granted in this
      Agreement to one or more of its Affiliates. All applicable terms and
      provisions of this Agreement shall apply to any such Affiliate to which
      this Agreement has been extended to the same extent as such terms and
      provisions apply to Novartis. Novartis shall remain liable for any acts or
      omissions of its Affiliates.

	 	 
	17.11 	
      Compliance with Law. Each Party shall perform its
      obligations under this Agreement in accordance with all applicable Laws.
      No Party shall, or shall be required to, undertake any activity under or
      in connection with this Agreement which violates, or which it believes, in
      good faith, may violate, any applicable Law.

	 	 
	17.12 	
      English Language. This Agreement is written and
      executed in the English language. Any translation into any other language
      shall not be an official version of this Agreement and in the event of any
      conflict in interpretation between the English version and such
      translation, the English version shall prevail.

	 	 
	17.13 	
      Counterparts. This Agreement may be executed in
      two or more counterparts, whereby the exchange of dated and signed PdF
      copies is considered to meet the written form requirement of section 13
      Swiss Code of Obligations. Each such counterpart shall be deemed an
      original, but all of which together shall constitute one and the same
      instrument.








[Signature Pages Follow.]




IN WITNESS WHEREOF, the Parties have
executed this Agreement as of the Closing Date.

NOVARTIS PHARMA AG

	By: 	“signed” 	 
	Name: 		 
	Title: 		 
	 	  	 
	By: 	“signed” 	 
	Name: 		 
	Title: 		 
	 	  	 
	MERUS LABS LUXCO SARL 	 
	 	 
	By:	 “signed” 	 
	Name: 		 
	Title: