Exhibit 10.1


 


CERTAIN CONFIDENTIAL
PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “***”. A COMPLETE
VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT OF 1934.


 


SETTLEMENT
AND LICENSE AGREEMENT


 


This Settlement and License Agreement (this “AGREEMENT”), effective as
of April 4, 2008 (“EFFECTIVE DATE”), is entered into by and among Depomed, Inc.
(collectively with its AFFILIATES, “DEPOMED”), a California corporation having
its principal place of business in Menlo Park, California, and Teva Pharmaceuticals USA, Inc., a Delaware corporation
having its principal place of business in North
Wales, Pennsylvania (collectively with its AFFILIATES, “TEVA”).


 


RECITALS


 


WHEREAS, DEPOMED commenced Civil
Action No. C-06-0100 CRB against IVAX Corporation and IVAX Pharmaceuticals, Inc.
(collectively, “IVAX”) in the United States District Court for the Northern District
of California (the “ACTION”), asserting infringement of United States Patent
Nos. 6,340,475 and 6,635,280;


 


WHEREAS, IVAX asserted
counterclaims against DEPOMED in the ACTION;


 


WHEREAS, DEPOMED and IVAX desire
to amicably resolve the ACTION and all claims that have been and/or could be
asserted therein by them;


 


WHEREAS, IVAX is an AFFILIATE of
TEVA;


 


NOW, THEREFORE, for good,
valuable and reciprocal consideration of the foregoing recitals, together with
the license, payment, releases and promises set forth herein, the receipt and
sufficiency of which are hereby acknowledged, DEPOMED and TEVA agree as
follows:


 

















 


Confidential Information, indicated by [***] has been omitted from this
filing and filed separately with the Securities Exchange Commission


 


AGREEMENT


 


1.             DEFINITIONS


 


In this AGREEMENT, the capitalized words and phrases recited below
shall have the following meanings:


 


1.1           “AFFILIATE(S)”
shall mean any corporation or other entity that was, currently is, or in the
future is, directly or indirectly, controlled by, controlling or under common
control with the recited entity.  For
this purpose, “control” shall mean (a) direct or indirect beneficial
ownership of fifty percent (50%) or more of the voting stock, voting rights or
share capital of the recited entity, or at least fifty percent (50%) interest
in the income of such entity, or (b) the ability to otherwise control or
direct the decisions of the board of directors or equivalent governing body
thereof.


 


1.2           [***]


 


1.3           “LICENSED
PATENTS”  shall mean (i) United States
Patent No. 6,340,475 issued January 22, 2002 and any United States
patent application or patent that claims priority based on United States patent
application serial number 09/282,233
filed on March 29, 1999,
including all continuations, continuations-in-part, divisionals,
re-examinations, extensions or reissues of any such patent application or
patent; and (ii) United States Patent No. 6,635,280 issued October 21,
2003 and any United States patent application or patent that claims priority
based on United States patent application serial number 10/045,823 filed on November 6,
2001, including all continuations, continuations-in-part, 


 


2

















 


Confidential Information, indicated by [***] has been omitted from this
filing and filed separately with the Securities Exchange Commission


 


divisionals, re-examinations, extensions or reissues
of any such patent application or patent.


 


1.4           “LICENSED
PRODUCTS” shall mean TEVA’s Metformin ER products approved by the
Food and Drug Administration pursuant to Abbreviated New Drug Application Nos.
76-545, 76-269 and 76-864 for sale in the TERRITORY.


 


1.5           “PARTIES”
shall mean DEPOMED, IVAX and TEVA and “PARTY” means any of them.


 


1.6           “ROYALTY
PAYMENT CAP” shall mean TWO MILLION FIVE HUNDRED THOUSAND United States dollars
($2,500,000.00).


 


1.7           “TERRITORY”
shall mean the fifty states of the United States of America, the District of
Columbia, the Commonwealth of Puerto Rico, and all other territories and possessions
of the United States.


 


1.8           “THIRD
PARTY” shall mean any party other than DEPOMED or TEVA.


 


2.             LICENSE
GRANT


 


2.1           Subject
to the terms and conditions herein, DEPOMED hereby grants to TEVA, who accepts
the same, a non-exclusive, non-transferable, perpetual and irrevocable right
and license (without the right to sublicense) under the LICENSED PATENTS, or
any foreign counterparts thereof only to the extent that the LICENSED PRODUCT
is made outside the TERRITORY [***] for use
in the TERRITORY, to make, have made, use, import, sell, and offer to sell
LICENSED PRODUCTS in or for the TERRITORY for the duration of this
AGREEMENT.  Notwithstanding the
foregoing, TEVA may grant a limited sublicense to THIRD PARTIES for the sole
purpose of manufacturing and distributing the LICENSED PRODUCTS for TEVA.


 


3

















 


Confidential Information, indicated by [***] has been omitted from this
filing and filed separately with the Securities Exchange Commission


 


2.2           TEVA
acknowledges and agrees that DEPOMED retains the right to use the LICENSED
PATENTS and grant licenses of the LICENSED PATENTS.  All such licenses shall be subject to the
license set forth in Section 2.1.


 


3.             TERM


 


3.1           This
AGREEMENT shall become effective as of the EFFECTIVE DATE.


 


4.             PAYMENTS


 


4.1           One
Time Payment.  In consideration for
the license granted under the LICENSED PATENTS hereunder and within two (2) business
days after the EFFECTIVE DATE,  TEVA shall
pay DEPOMED a one-time payment in the amount of SEVEN MILLION FIVE HUNDRED
THOUSAND United States dollars ($7,500,000.00). 
The payment shall be made in United States Dollars and by electronic
funds transfers in accordance with wire transfer instructions provided to TEVA
by DEPOMED or by any other mutually acceptable form of fund transfer.


 


4.2           Royalty
Payments.  In consideration for the
license granted under the LICENSED PATENT(S) hereunder, from and after April 1,
2008, and until expiration of the last to expire of the LICENSED PATENTS, TEVA
agrees to pay DEPOMED a royalty payment equal to [***]  TEVA shall pay DEPOMED the royalty due
hereunder within five (5) business days after receipt of the invoice
contemplated by the immediately preceding sentence.  Notwithstanding the foregoing, the
obligations of TEVA to make royalty payments under this Section 4.2 shall
terminate at such time as TEVA has paid DEPOMED royalties under this Section 4.2
in an aggregate amount equal to the ROYALTY 


 


4

















 


Confidential Information, indicated by [***] has been omitted from this
filing and filed separately with the Securities Exchange Commission


 


PAYMENT CAP.  As such, the
aggregate payments under Sections 4.1 and 4.2 shall not exceed TEN MILLION
United States dollars ($10,000,000.00).


 


4.3           Taxes.  Each PARTY shall be separately and
individually responsible for the tax consequences, if any, to that PARTY
associated with the payments made hereunder.


 


4.4           Notwithstanding
Section 4.3, where required by law, TEVA shall have the right to withhold
applicable taxes from any payment to be made by TEVA to DEPOMED according to
section 4.2.  TEVA shall provide DEPOMED
with receipts from the appropriate taxing authority for all payments of taxes
withheld and paid by TEVA to such authorities on behalf of DEPOMED.


 


4.5           [***]


 


4.6           [***]


 


4.7           Nothing
in the foregoing Sections 4.4 through 4.6 shall be interpreted to diminish or
change in any way the ROYALTY PAYMENT CAP or the maximum amount DEPOMED may
receive from TEVA of TEN MILLION United States dollars ($10,000,000.00)
pursuant to Sections 4.1 and 4.2.


 


5.             DISMISSAL
AND RELEASES


 


5.1           Dismissal.  Promptly upon the receipt of the payment
pursuant to Section 4.1, DEPOMED and IVAX shall cause to be filed a fully
executed stipulated dismissal in the form attached hereto as Exhibit A.


 


5.2           DEPOMED
hereby covenants that DEPOMED will not sue, assert any claim or counterclaim
against, or otherwise participate in any action or proceeding against TEVA—or
any of its customers, suppliers, importers, manufacturers, or distributors—or
cause or authorize any person or entity to do any of the 


 


5

















 


foregoing, in each case claiming or otherwise asserting that the
manufacture, use, importation, sale or offer for sale of (in or for the
TERRITORY) any TEVA product AB-rated to Glucophage XR®, infringes any LICENSED
PATENT or any foreign counterpart thereof (but such foreign counterparts only
to the extent that the applicable product is made outside the TERRITORY only
for use in the TERRITORY), whether occurring before, on or after the EFFECTIVE
DATE.


 


5.3           TEVA’s
Releases.  TEVA hereby irrevocably
releases, acquits and forever discharges DEPOMED and its predecessors and
successors in interest, officers, directors, owners, executives, employees,
agents, attorneys, representatives, subsidiaries, partners, joint ventures,
insurers, underwriters, trustees-in-bankruptcy, past or future parents,
successors in interest or assigns of the LICENSED PATENTS, and permitted
assigns of any of the foregoing from any and all claims or liabilities of any
kind and nature, at law, in equity, or otherwise, known and unknown, suspected
and unsuspected, disclosed and undisclosed, that were or could have been
brought in the ACTION (including as if a claim for patent infringement had been
brought against TEVA in the ACTION). 
Notwithstanding the foregoing, TEVA reserves its rights to raise any and
all claims, defenses and counterclaims that were or could have been raised in
the ACTION in any future action regarding the LICENSED PATENTS and any product
other than the LICENSED PRODUCTS.  TEVA
agrees not to raise any claim, defense or counterclaim as an avoidance of its
obligations to make the payments specified in Sections 4.1 and 4.2 herein.


 


6

















 


5.4           DEPOMED’s
Release.  DEPOMED hereby irrevocably
releases, acquits and forever discharges TEVA and its
predecessors and successors in interest, officers, directors, owners,
executives, employees, agents, attorneys, representatives, subsidiaries,
partners, joint ventures, insurers, underwriters, trustees-in-bankruptcy, past
or future parents, successors in interest or assigns of the LICENSED PRODUCTS,
and permitted assigns of any of the foregoing, and its customers, suppliers, manufacturers
and distributors, from any and all claims or liabilities of any kind and
nature, at law, in equity, or otherwise, known and unknown, suspected and
unsuspected, disclosed and undisclosed, that were or could have been brought in
the ACTION (including as if a claim for patent infringement had been brought
against TEVA in the ACTION). 
Notwithstanding the foregoing, DEPOMED reserves its rights to raise any
and all claims, defenses and counterclaims that were or could have been raised
in the ACTION in any future action regarding the LICENSED PATENTS and any
product other than the LICENSED PRODUCTS.


 


5.5           General
Releases.  The releases of this Section include
an express, informed, knowing and voluntary waiver and relinquishment to the
fullest extent permitted by law.  The
releasing PARTY acknowledges that it may have sustained damages, losses, costs
or expenses that are presently unknown and unsuspected and that such damages,
losses, costs or expenses as may have been sustained may give rise to additional
damages, losses, costs or expenses in the future.  The releasing PARTY further acknowledges that
it has negotiated this AGREEMENT taking into account presently unsuspected and
unknown claims, 


 


7

















 


counterclaims, causes of action, damages, losses, costs and expenses
arising from or relating to the ACTION and the releasing PARTY voluntarily and
with full knowledge of its significance, expressly waives and relinquishes any
and all rights it may have under any state or federal statute, rule or
common law principle, in law or equity, relating to limitations on general
releases.  Specifically, with respect to
any releases in this AGREEMENT, the releasing PARTY waives any right available
under the provisions of Section 1542 of the California Civil Code or any
other statute or common law principle of similar effect.  Section 1542 provides:  “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”


 


5.6           The
PARTIES acknowledge, understand, and agree that the settlement memorialized
herein is a compromise of disputed claims, and that such compromise is not to
be construed as an admission of infringement, validity and/or enforceability of
the LICENSED PATENTS.  The PARTIES
further agree that this AGREEMENT may not be used against a PARTY for any
purpose in connection with any future litigation relating to the LICENSED
PATENTS, except in any action brought to enforce the terms of this
AGREEMENT.  The PARTIES further agree
that neither PARTY shall argue that another PARTY is precluded or barred in any
way under any legal 


 


8

















 


principle, in any action regarding the LICENSED PATENTS and any product
other than the LICENSED PRODUCTS, from taking positions inconsistent with or
contesting the correctness of any of the rulings made in the ACTION.


 


5.7           The
PARTIES further acknowledge that they are not relying and have not relied on
any representation or statement made by DEPOMED, IVAX and/or TEVA with respect
to the facts involved in the ACTION, or with regard to their rights or asserted
rights in regard to the ACTION.  The
PARTIES hereby assume the risk of any mistake of fact with regard to the ACTION
or any of the facts that are now unknown to them relating thereto.  The PARTIES acknowledge that they may later
discover facts different from or in addition to those that they know or believe
to be true with respect to the claims released herein, and agree that in such
event, this AGREEMENT shall nevertheless remain effective in all respects,
notwithstanding such different or additional facts or discovery of those facts.


 


5.8           Nothing
in this Section 5 shall prevent any PARTY from providing discovery to the
extent required to comply with an order of a court of competent jurisdiction
compelling such PARTY to provide discovery, and such compliance shall not be
deemed to be directly or indirectly assisting the pursuit of any dispute.


 


6.             REPRESENTATIONS
AND WARRANTIES


 


6.1           DEPOMED
represents and warrants that DEPOMED owns all right, title and interest in the
LICENSED PATENTS as of the EFFECTIVE DATE.


 


6.2           Each
PARTY hereto warrants and represents to the other PARTIES that its execution
hereof has been duly authorized by all necessary corporate action of such PARTY
and will hold harmless any PARTY to this AGREEMENT for 


 


9

















 


attorneys’ fees, costs, expenses, or damages incurred or paid as a
result of any assertion that such person or entity lacks such authority.


 


7.             CONFIDENTIALITY


 


7.1           The specific terms of this AGREEMENT shall be confidential and no PARTY
may authorize the public disclosure beyond that already made as of the date of
this AGREEMENT to legal, accounting and financial consultants, unless such
disclosure is compelled by a court or administrative agency or otherwise
required by law, or applicable requirements of the securities exchange on which
a PARTY’s securities are listed.  In the event a PARTY is compelled or
required by law to disclose such information (by reason of compliance with
securities laws or requirements or otherwise), reasonable notice shall be
provided to the other PARTY so that the PARTIES will use commercially
reasonable efforts to agree upon the content of the disclosure, and the extent
of such disclosure will not exceed that necessary to comply with applicable law
or requirements.  With respect to any information contained in a public
disclosure permitted under this paragraph, this confidentiality provision no
longer applies to such information.


 


8.             NOTICES


 


8.1           Any
notice given under this AGREEMENT shall be in writing and transmitted by
registered mail and facsimile to the following addresses:


 


10

















 


If to DEPOMED:


Depomed, Inc.

1360 O’Brien Drive

Menlo Park, CA 94025


Facsimile:  (650) 462-9993


Attn:  President


 


With a copy to:


Michael K. Plimack


Heller Ehrman LLP


333 Bush Street

San Francisco, CA  94104-2878


Facsimile:  (415) 772-2021


 


If to TEVA:


Richard Egosi


Senior Vice President and
General Counsel


Teva North America

425 Privet Rd.

Horsham, PA 19044


Facsimile:  (215) 293-6499


 


With a copy to:


John L. North


Sutherland, Asbill &
Brennan LLP


999 Peachtree Street, NE

Atlanta, GA  30309-3996


Facsimile:  (404) 853-8806


 


8.2           Deemed
Service. Such notices shall be deemed to have been served when received by
addressee or, if delivery is not accomplished by reason of some fault of the
addressee, when tendered for delivery. 
Any PARTY may give written notice of a change of address and, after
notice of such change has been received, any notice shall thereafter be given
to such PARTY as above provided at such changed address.


 


11
















 


9.             INDEPENDENT
CONTRACTOR


 


9.1           Each
PARTY is an independent contractor and has no power, and will not represent
that it has any power, to bind any other PARTY or to assume or create any
obligation or responsibility on behalf of any other PARTY.  Nothing in this AGREEMENT shall be deemed to
create any partnership, joint venture or franchise relationship among the
PARTIES.


 


10.          GENERAL
PROVISIONS.


 


10.1         Patent Marking.  TEVA
shall use commercially reasonable efforts to mark, within the meaning of 35
U.S.C. 287, all LICENSED PRODUCTS with the numbers of the LICENSED PATENTS (as
soon as practicable after the EFFECTIVE DATE). 
DEPOMED will provide TEVA with the numbers of any LICENSED PATENTS that
issue subsequent to the EFFECTIVE DATE and TEVA shall use commercially
reasonable efforts to amend its marking accordingly as soon as practicable
thereafter.  Notwithstanding the
foregoing, TEVA’s obligations under this Section 10.1 will not be enforced
unless DEPOMED shall also use commercially reasonable efforts to mark, or cause
to be marked, within the meaning of 35 U.S.C. 287, all DEPOMED and THIRD PARTY
products (other than Glucophage XR®) covered by or licensed under the LICENSED PATENTS.


 


10.2         Entire
Agreement.  This AGREEMENT
constitutes the entire agreement and understanding among the PARTIES hereto
with respect to its subject matter and terminates and supersedes any prior or
contemporaneous agreements or understandings relating to such subject
matter.  None of the provisions of this
AGREEMENT may be waived or modified except in writing signed by the 


 


12

















 


PARTIES, and there are no representations, promises, agreements,
warranties, covenants or undertakings other than those contained herein.


 


10.3         No
Waiver.  No delay or omission on the
part of any PARTY to this AGREEMENT in requiring performance by another PARTY
or in exercising any right hereunder shall operate as a waiver of any provision
hereof or of any right or rights hereunder, and the waiver, omission or delay
in requiring performance or exercising any right hereunder on any one occasion
shall not be construed as a bar to or waiver of such performance or right, or
of any right or remedy under this AGREEMENT.


 


10.4         Attorneys’
Fees.  In the event of any action to
enforce this AGREEMENT or on account of any breach of or default under this
AGREEMENT, the prevailing PARTY in such action shall be entitled to recover, in
addition to any other relief to which it may be entitled, all reasonable
attorneys’ and experts’ fees incurred by the prevailing PARTY in connection
with such action (including, without limitation, any appeal thereof).


 


10.5         Governing
Law; Jurisdiction and Venue.  This
AGREEMENT shall be interpreted, construed and enforced in accordance with the
laws of the State of California without reference to its choice of law rules,
except to the extent preempted by the laws of the United States of
America.  With respect to all disputes
arising in connection with this AGREEMENT and the dismissal of the ACTION, the
PARTIES consent to jurisdiction, including personal and/or subject matter, and
venue in the United States District Court for the Northern District of
California, or to the extent that that Court refuses to exercise such 


 


13

















 


jurisdiction, in the Superior Court of California for the County of
Santa Clara.  The PARTIES waive their
right to object to, or challenge, the jurisdiction or venue of said court.


 


10.6         Interpretation
of Agreement.  This AGREEMENT is the
product of an arms-length negotiation among the PARTIES, with each of the
PARTIES being represented by legal counsel of its choice.  Accordingly, in any interpretation of this
AGREEMENT, it shall be deemed that this AGREEMENT was prepared jointly by the
PARTIES, and no ambiguity shall be construed or resolved against any PARTY on
the premise or presumption that such PARTY was responsible for drafting this
AGREEMENT.  Section and subsection
headings in this AGREEMENT are included for convenience of reference only and
shall not constitute a part of this AGREEMENT for any other purpose or be given
any substantive effect.


 


10.7         Further
Assurances.  Each of the PARTIES
shall do, or cause to be done, all such further acts, and shall execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered,
any and all such further documentation as any other PARTY to this AGREEMENT
reasonably requires to carry out the purposes of this AGREEMENT.


 


10.8         Counterparts.  This AGREEMENT may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same agreement.


 


10.9         Severability/No
Termination.  If any provision of
this AGREEMENT is held to be illegal, invalid, or otherwise unenforceable, such
provision shall be enforced 


 


14

















 


to the maximum extent possible consistent with the stated intention of
the PARTIES, or, if incapable of such enforcement, then such provision shall be
excluded from this AGREEMENT and the balance of this AGREEMENT shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.  Neither this
AGREEMENT nor any of its provisions shall be subject to termination by any
PARTY to this AGREEMENT.


 


10.10       Assignment.  This AGREEMENT is personal to the PARTIES,
and no PARTY may assign this AGREEMENT or any right, obligation, or benefit
under this AGREEMENT in whole or in part, except in conjunction with a change
in ownership, reorganization, merger, acquisition, or the sale or transfer of
all or substantially all of a PARTY’s business or assets (“ASSIGNMENT EVENT”),
either voluntarily, by operation of law, or otherwise.  In the event of an ASSIGNMENT EVENT, the
rights and obligations under this AGREEMENT shall survive any such event.


 


15

















 


IN WITNESS WHEREOF, each PARTY hereto, on behalf of itself and its
AFFILIATES, has executed this AGREEMENT effective as of the EFFECTIVE DATE.


 


 


	
  Depomed, Inc.

  	
  Teva Pharmaceuticals
  USA, Inc.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Carl A. Pelzel

  	
   

  	
  By:

  	
  /s/ William S. Marth

  
	
   

  	
   

  
	
  Name: Carl A. Pelzel

  	
  Name: William S. Marth

  
	
   

  	
   

  
	
  Title: President and Chief
  Executive Officer

  	
  Title: President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Stark

  
	
   

  	
   

  
	
   

  	
  Name: David Stark

  
	
   

  	
   

  
	
   

  	
  Title: Deputy General Counsel

  
					



 


16

















 


Confidential Information, indicated by [***] has been omitted from this
filing and filed separately with the Securities Exchange Commission


 


Schedule 2.1


 


[***]


 


17

















 


Exhibit A


 


UNITED
STATES DISTRICT COURT


 


NORTHERN
DISTRICT OF CALIFORNIA


 


	
  DEPOMED,
  INC., a California corporation, 

  	
   

  
	
   

  	
   

  
	
  Plaintiff, 

  	
  STIPULATION OF DISMISSAL

  
	
   

  	
   

  
	
  v. 

  	
   

  
	
   

  	
   

  
	
  IVAX
  CORPORATION, a Florida corporation, and IVAX PHARMACEUTICALS, INC., a Florida
  corporation,

  	
  Case No.: C-06-0100 CRB

  
	
   

  	
   

  
	
  Defendants.

  	
   

  



 


STIPULATED DISMISSAL OF ALL CLAIMS AND COUNTERCLAIMS


 


Pursuant to Federal Rules of
Civil Procedure 41(a)(1) and 41(c), Plaintiff and Counterdefendant
DEPOMED, INC. and Defendants and Counterclaimants IVAX CORPORATION and IVAX
PHARMACEUTICALS, INC. hereby stipulate to the dismissal of all claims and
counterclaims asserted by them in the above-styled action.  Each side will bear its own fees and costs.


 


 


	
  Dated:
                ,
  2008

  	
  HELLER EHRMAN LLP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s
  Michael K. Plimack

  
	
   

  	
  MICHAEL
  K. PLIMACK

  
	
   

  	
   

  
	
   

  	
  Attorneys for Plaintiff

  
	
   

  	
  DEPOMED, INC.

  



 

















 


	
  Dated:
                ,
  2008

  	
  SUTHERLAND
  ASBILL & BRENNAN LLP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s
  John North

  
	
   

  	
  JOHN
  L. NORTH

  
	
   

  	
   

  
	
   

  	
  Attorneys for Defendants

  
	
   

  	
  IVAX,
  CORPORATION and

  
	
   

  	
  IVAX
  PHARMACEUTICALS, INC.

  



 


2