Exhibit 4.10


 


EXECUTION COPY


 


PURCHASE AND SALE AGREEMENT


 


by and among


 


ELAN PHARMA INTERNATIONAL LIMITED,


 


TRANSITION THERAPEUTICS INC.


 


and, solely for the limited purposes
of Section 6.4(b), Section 6.6(e) and ARTICLE VII,


 


PERRIGO COMPANY PLC


 




     


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I	purchase and sale of the company	1
	 	 	 
	1.1	Purchase and Sale of the Company	1
	 	 	 
	ARTICLE II	THE CLOSING	1
	 	 	 
	2.1	Closing	1
	 	 	 
	2.2	Seller’s Deliveries	1
	 	 	 
	2.3	Buyer’s Deliveries	2
	 	 	 
	ARTICLE III	[reserved.]	2
	 	 	 
	ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF SELLER	2
	 	 	 
	4.1	Organization and Standing	2
	 	 	 
	4.2	Authority	2
	 	 	 
	4.3	Ownership of Purchased Stock	3
	 	 	 
	4.4	Brokers	3
	 	 	 
	4.5	Organization and Standing of the Company	3
	 	 	 
	4.6	Authority of the Company	3
	 	 	 
	4.7	Capitalization	3
	 	 	 
	4.8	Subsidiaries	3
	 	 	 
	4.9	Noncontravention	4
	 	 	 
	4.10	Compliance with Laws; Permits; Filings	4
	 	 	 
	4.11	Legal Proceedings	4
	 	 	 
	4.12	Material Contracts	5
	 	 	 
	4.13	Labor and Employment Matters	5
	 	 	 
	4.14	Real Property	5
	 	 	 
	4.15	Intellectual Property	6
	 	 	 
	4.16	Assets	6
	 	 	 
	4.17	Taxes	6
	 	 	 
	4.18	Indebtedness	6
	 	 	 
	4.19	Affiliate Transactions	6
	 	 	 
	4.20	Exclusive Representations and Warranties	6
	 	 	 
	ARTICLE V	REPRESENTATIONS AND WARRANTIES OF BUYER	7
	 	 	 
	5.1	Organization and Standing	7
	 	 	 
	5.2	Authority	7


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	5.3	Noncontravention	7
	 	 	 
	5.4	Legal Proceedings	7
	 	 	 
	5.5	Hart-Scott-Rodino Act	8
	 	 	 
	5.6	Purchase Entirely for Own Account	8
	 	 	 
	5.7	Independent Investigation; No Other Representations	8
	 	 	 
	ARTICLE VI	COVENANTS	8
	 	 	 
	6.1	Confidentiality; Publicity	8
	 	 	 
	6.2	Financial Obligations	10
	 	 	 
	6.3	Transfer Taxes	10
	 	 	 
	6.4	Insurance Matters	10
	 	 	 
	6.5	ELND005 Records and Information	11
	 	 	 
	6.6	Further Actions	12
	 	 	 
	6.7	Change and Use of Name	13
	 	 	 
	ARTICLE VII	SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION	13
	 	 	 
	7.1	Survival of Representations, Warranties and Covenants	13
	 	 	 
	7.2	Indemnification by Seller	13
	 	 	 
	7.3	Indemnification by Perrigo Company plc	14
	 	 	 
	7.4	Indemnification by Buyer	14
	 	 	 
	7.5	Limitations; Exclusive Remedy	14
	 	 	 
	7.6	Procedures	15
	 	 	 
	7.7	Treatment of Payments	15
	 	 	 
	ARTICLE VIII	MISCELLANEOUS	16
	 	 	 
	8.1	Amendments	16
	 	 	 
	8.2	Waivers	16
	 	 	 
	8.3	Public Announcements	16
	 	 	 
	8.4	Notices	16
	 	 	 
	8.5	Assignment	17
	 	 	 
	8.6	Entire Agreement	17
	 	 	 
	8.7	Schedules	17


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	8.8	Parties in Interest; Third Party Beneficiaries	18
	 	 	 
	8.9	Severability	18
	 	 	 
	8.10	Governing Law; Jurisdiction	18
	 	 	 
	8.11	Waiver of Jury Trial	18
	 	 	 
	8.12	Headings; Definitions	19
	 	 	 
	8.13	Counterparts	19
	 	 	 
	8.14	Construction	19
	 	 	 
	8.15	Expenses	19
	 	 	 
	8.16	Further Assurances	19
	 	 	 
	ARTICLE IX	DEFINITIONS	20
	 	 	 
	9.1	Definitions	20


 




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PURCHASE AND SALE AGREEMENT


 


THIS PURCHASE AND
SALE AGREEMENT (this “Agreement”), dated as of February 28, 2014, is made by and among Elan Pharma International
Limited, a private limited company incorporated in Ireland with company number 222276 (the “Seller”), Transition
Therapeutics Inc., a Canadian corporation (“Buyer”) and, solely for the limited purposes set forth in Section
6.4(b), Section 6.6(e) and ARTICLE VII, Perrigo Company plc, a public company incorporated in Ireland with company
number 529592 (“Perrigo Company plc”). Seller, the Company and Buyer are sometimes referred to herein individually
as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement
have the meanings ascribed to them in ARTICLE IX.


 


WITNESSETH:


 


WHEREAS, Seller
owns legally and beneficially 100% of the issued and outstanding share capital of Elan Science Ten Limited, a private limited company
incorporated in Ireland (the “Company”) (the “Purchased Stock”); and


 


WHEREAS, at
the Closing, upon the terms and subject to the conditions of this Agreement, Seller desires to sell, and Buyer desires to purchase,
all of the Purchased Stock in consideration of the Closing Payment.


 


NOW, THEREFORE,
in consideration of the premises, representations, warranties, mutual covenants and agreements hereinafter set forth, and for good
and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and
agree as follows:


 


ARTICLE
I


purchase
and sale of the company


 


1.1         Purchase
and Sale of the Company. Subject to the terms of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey
and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the Purchased
Stock in exchange for a cash payment on the Closing Date equal to $1.00 (the “Purchase Price”), which shall
be satisfied as set forth in Section 2.3(a).


 


ARTICLE
II


THE
CLOSING


 


2.1         Closing.
Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, the closing of the transactions
contemplated by this Agreement (the “Closing”) shall take place at the offices of Morgan, Lewis & Bockius
LLP at 101 Park Avenue, New York, NY 10178 at 10:00 a.m. (Eastern time) on the date hereof (the “Closing Date”).


 


2.2         Seller’s
Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer:


 




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(a)          an
executed stock transfer form transferring the Purchased Stock along with a share certificate representing the Purchased Stock,
free and clear of any Liens;


 


(b)          the
statutory registers of the Company reflecting Seller as the holder of all of the issued shares in the Company along with the statutory
registers, minute books, common seal and certificate of incorporation of the Company;


 


(c)          a
certified copy of the Memorandum and Articles of Association and certificate of incorporation for the Company;


 


(d)          tax
reference number of Seller for the purposes of the Stamp Duty (E-stamping of Instruments and Self-Assessment) Regulations 2012;


 


(e)          written
resignations in agreed form of (A) each member of the Board of Directors of the Company (B) the secretary and (C) to the extent
requested by Buyer, the officers of the Company in their respective capacities as such; and


 


(f)          the
Transition Services Agreement, duly executed by Seller.


 


2.3         Buyer’s
Deliveries. At the Closing, Buyer shall deliver or cause to be delivered to Seller:


 


(a)          the
Purchase Price;


 


(b)          the
Transition Services Agreement, duly executed by Buyer; and


 


(c)          the
Guaranty.


 


ARTICLE
III


[reserved.]


 


ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF SELLER


 


Seller represents and
warrants to Buyer that each statement contained in this ARTICLE IV is true and correct as of the date hereof except as set
forth in the disclosure schedules accompanying this Agreement (collectively, the “Disclosure Schedule”).


 


4.1         Organization
and Standing. Seller is duly incorporated, validly existing and in good standing in its jurisdiction of incorporation.


 


4.2         Authority.
Seller has full power and authority to enter into, deliver and perform this Agreement and each of the Transaction Documents, and
to sell, transfer, assign and convey all right, title and interest in and to the Purchased Stock pursuant to this Agreement. This
Agreement and each of the Transaction Documents have been duly authorized by all requisite corporation action, executed and delivered
by Seller and, assuming that this Agreement and each of the Transaction Documents is a legal, valid and binding obligation of the
other parties thereto (other than the Company), constitute the legal, valid and binding obligations of Seller, enforceable against
Seller in accordance with their respective terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity,
whether such enforceability is considered in a proceeding in equity or at Law.


 




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4.3         Ownership
of Purchased Stock. Seller is the sole legal and beneficial owner of the Purchased Stock, free and clear of all Liens.
Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require Seller to sell,
transfer, encumber or otherwise dispose of the Purchased Stock (other than this Agreement).


 


4.4         Brokers.
Except as set forth on Section 4.4 of the Disclosure Schedule, Seller does not have any liability or obligation
to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement. Any
fees, commissions and other obligations payable in connection with the transactions contemplated by this Agreement shall be paid
at or prior to the Closing by Seller.


 


4.5         Organization
and Standing of the Company. The Company is duly incorporated, validly existing and in good standing in its jurisdiction
of incorporation. The Company has all requisite corporate power and authority to carry on its business as it is presently conducted.


 


4.6         Authority
of the Company. The Company has full power and authority to enter into, deliver and perform this Agreement. This Agreement
has been duly authorized by all requisite corporate action, executed and delivered by the Company and, assuming that this Agreement
is a legal, valid and binding obligation of the other parties hereto (other than Seller), constitutes the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their respective terms, except as limited by (a)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights
generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.


 


4.7         Capitalization.


 


(a)          The
authorized share capital of the Company consists of 100 ordinary shares of US$1, of which 100 ordinary shares are issued and outstanding
and owned legally and beneficially by Seller.


 


(b)          Except
as set forth on Section 4.7(b) of the Disclosure Schedule, (i) there are no outstanding restrictions on transfers or
voting of the shares and (ii) no Person has been granted any agreement or option, or any right or privilege capable of becoming
an agreement or option, for the purchase, subscription, allotment or issue of any shares of the Company.


 


4.8         Subsidiaries.
The Company does not own or otherwise hold, directly or indirectly, any stock, partnership interest, joint venture interest or
other equity interest in any corporation, trust, partnership, joint venture or other entity.


 




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4.9         Noncontravention.


 


(a)          Neither
the execution, delivery and performance of this Agreement by Seller or the Company, nor the consummation of the transactions contemplated
by this Agreement, will, with or without the giving of notice or the lapse of time or both, (i) violate any provision of the Organizational
Documents of Seller or the Company, (ii) violate any Law or Order applicable to Seller or the Company, or (iii) except as
set forth on Section 4.9(a) of the Disclosure Schedule, violate any Contract to which Seller or the Company is a party,
except in the case of clauses (ii) and (iii) to the extent that any such violation would not reasonably be expected to, individually
or in the aggregate, materially affect Seller’s or the Company’s ability to perform its obligations hereunder.


 


(b)          No
material consent, approval, license, permit, certificate or authorization from any Governmental Authority (each, a “Permit”),
or material registration, declaration or filing with a Governmental Authority (each, a “Filing”), is required
in connection with the execution and delivery of this Agreement by Seller or the Company, the performance by Seller or the Company
of its obligations hereunder and the consummation by Seller or the Company of the transactions contemplated hereby other than Permits
and Filings that have been obtained or made by Seller or the Company prior to the date hereof.


 


4.10       Compliance
with Laws; Permits; Filings.


 


(a)          The
Business is in compliance with all Laws applicable to it or its business or properties except for any noncompliance that would
not reasonably be expected to be materially adverse to the Company. Such compliance includes, but is not limited to, the Products
having been researched, developed, tested, manufactured, handled, labeled, packaged, stored, supplied, and distributed by or on
behalf of the Company or Seller or any predecessor entities owning assets of the Business, as applicable, in compliance in all
material respects with the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § 301 et. seq., and all applicable regulations
promulgated thereunder by the Food and Drug Administration.


 


(b)          All
Permits and Filings that the Business or the Company requires in order to own, lease, maintain, operate and conduct its business
as currently conducted, are, or will be, upon completion of the undertakings set forth in Section 6.6, held by the Company,
except for such Permits or Filings the failure of which to have would not, individually or in the aggregate, be reasonably expected
to be materially adverse to the Company. The Company is in compliance with the terms of all such Permits and Filings except for
any noncompliance that would not reasonably be expected to be materially adverse to the Company. Each such Permit and Filing is,
or will be, upon completion of the undertakings set forth in Section 6.6, valid and in full force and effect, and no suspension,
revocation, or cancellation of such Permit or Filing is pending or threatened.


 


4.11       Legal
Proceedings. Except as disclosed on Section 4.11 of the Disclosure Schedule, there are no Legal Proceedings pending
or, to the Knowledge of Seller, threatened against Seller, the Company, any predecessor entities owning assets of the Business
or the Business itself that (a) challenge or seek to enjoin, alter or materially delay the transactions contemplated by this Agreement
or (b) would, individually or in the aggregate, reasonably be expected to be material to the Company’s business.


 




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4.12       Material
Contracts. Section 4.12 of the Disclosure Schedule sets forth a list of the material Contracts (including the Real
Property Leases) to which the Company is a party as of the date hereof (collectively, referred to as the “Material Contracts”).
None of the Company or, to the Knowledge of Seller, any other party thereto, is in, or, has received written notice of any, violation
of or default under (including any condition that with the passage of time or the giving of notice would cause such a violation
or default under) any Material Contract other than those violations or defaults that would not, individually or in the aggregate,
reasonably be expected to result in a material adverse effect. Each Material Contract is a valid and binding agreement of the Company
and is in full force and effect (except to the extent such Material Contract terminates or expires after the date hereof in accordance
with its terms), is enforceable against the Company and, to the Knowledge of Seller, each other party thereto, in accordance with
its terms, except (a) as limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar
Laws relating to creditors’ rights generally, (b) as limited by general principles of equity, whether such enforceability
is considered in a proceeding in equity or at Law or (c) for such failures to be valid and binding or in full force and effect
that would not, individually or in the aggregate, reasonably be expected to be material to the Company’s business. The Company
has made available to Buyer a true and complete copy of each Material Contract.


 


4.13       Labor
and Employment Matters.


 


(a)          Except
as set forth on Section 4.13 of the Disclosure Schedule, (i) the Company is not party to any written employment agreements
that obligate the Company to pay an annual salary to an employee of the Company, other than written employment agreements that
are terminable at will by the Company without penalty and (ii) the Company has no severance liabilities or obligations to any employee
of the Company.


 


(b)          To
the Knowledge of Seller, there are no pending strikes, labor disputes, work stoppages, requests for representation, pickets, work
slow-downs due to labor disagreements or any actions or arbitrations that involve the labor or employment relations of the Company.
The Company is not party to any collective bargaining agreement.


 


(c)          Section
4.13(c) of the Disclosure Schedule contains an accurate and complete list of the Company Plans. Seller has made available to
Buyer true, correct and complete copies of each Company Plan document, including any amendments thereto and in the case of unwritten
Company Plans, written descriptions thereof.


 


4.14       Real
Property.


 


(a)          Owned
Real Property. The Company does not own any real property.


 


(b)          Leased
Real Property. Section 4.14(b) of the Disclosure Schedule contains a list by street address or location of all
leases and subleases (collectively, the “Real Property Leases”) under which the Company is lessee or lessor
(the “Company-Leased Real Property”).


 




    	 	5	 



     


    

 


4.15       Intellectual
Property. All owned and registered Intellectual Property used in the operation of the Business is set forth on Section
4.15 to the Disclosure Schedule. The Company (a) owns free and clear of all Liens, other than Permitted Liens, or has valid
rights to use, all Intellectual Property of the Company and (b) has not received and, to the Knowledge of Seller, the predecessor
entities owning assets of the Business have not received, any written claims that the Company or such entities have infringed or
misappropriated the Intellectual Property of any other Person. There are no currently existing claims of infringement or misappropriation
involving any other person with respect to any Intellectual Property owned or used by the Company.


 


4.16       Assets.
The assets assigned to the Company pursuant to the Assignment and Assumption Agreement, dated as of February 27, 2014, by and among
Seller, the Company and Elan Pharmaceuticals, LLC, and the assets to be provided pursuant to the Transition Services Agreement,
collectively, constitute all of the material assets necessary for the conduct of the Business as presently conducted.


 


4.17       Taxes.
Except as set forth on Section 4.17 of the Disclosure Schedule:


 


(a)          All
material Tax Returns required to have been filed by the Company with respect to Taxes have been filed, and each such Tax Return
reflects the liability for Taxes in all material respects. All Taxes shown on such Tax Returns as due have been paid. No predecessor
entity that has owned assets of the Business owes any Taxes with respect to the assets being transferred to Buyer hereunder that
impair Buyer’s title to or Buyer’s use of such assets.


 


(b)          To
Knowledge of Seller, there is no audit currently pending against the Company in respect of any Taxes. There are no material Liens
on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax, other than Permitted
Liens.


 


(c)          The
Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax
assessment or deficiency.


 


4.18       Indebtedness.
The Company has no outstanding indebtedness for borrowed money.


 


4.19       Affiliate
Transactions. Except as set forth on Section 4.19 of the Disclosure Schedule, there are no Contracts between
or among the Company, on the one hand, and any officer, director or member of the Company or to the Knowledge of Seller, any Affiliate
of any officer, director or member of the Company, on the other hand.


 


4.20       Exclusive
Representations and Warranties. Except for the representations and warranties contained in ARTICLE IV of this Agreement
(as qualified by the Disclosure Schedule), neither Seller, the Company nor any of their respective members, agents or Affiliates
or any of their Representatives, has made or shall be deemed to have made any representation or warranty to Buyer, express or implied,
at Law or in equity, including, without limitation, as to the accuracy or completeness of (a) any cost estimates, financial or
other projections or other predictions that may be contained or referred to in the Disclosure Schedule or elsewhere and (b) any
information, documents or materials regarding the Company furnished or made available to Buyer and its Representatives in any “data
rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection
with, the transactions contemplated by this Agreement (“Evaluation Material”). Seller and the Company hereby
disclaim any such representations or warranties and Buyer hereby disclaims any reliance upon any Evaluation Material and each acknowledges
and agrees that neither Seller, the Company nor any of their respective members, agents or Affiliates or any of their Representatives
shall have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer of, or Buyer’s
use or reliance on, any such Evaluation Material.


 




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ARTICLE
V


REPRESENTATIONS
AND WARRANTIES OF BUYER


 


Buyer represents and
warrants to Seller that each statement contained in this ARTICLE V is true and correct as of the date hereof.


 


5.1         Organization
and Standing. Buyer is duly organized, validly existing and in good standing in its jurisdictions of organization.


 


5.2         Authority.
Buyer has full power and authority to enter into, deliver and perform the Agreement and each of the Transaction Documents. This
Agreement and each of the Transaction Documents to which Buyer is party, have been duly authorized by all requisite corporation
action, executed and delivered by Buyer and, assuming that this Agreement and each of the Transaction Documents to which Buyer
is party is a legal, valid and binding obligation of the other parties thereto, constitutes the legal, valid and binding obligations
of Buyer, enforceable against Buyer in accordance with their respective terms, except as limited by (a) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general
principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.


 


5.3         Noncontravention.


 


(a)          Neither
the execution, delivery and performance of this Agreement by Buyer, nor the consummation of the transactions contemplated by this
Agreement, will, with or without the giving of notice or the lapse of time or both, (i) violate any provision of the Organizational
Documents of Buyer, (ii) violate any Law or Order applicable to Buyer, or (iii) violate any Contract to which Buyer is a party,
except in the case of clauses (ii) and (iii) to the extent that any such violation would not reasonably be expected to, individually
or in the aggregate, materially affect Buyer’s ability to perform its obligations hereunder.


 


(b)          No
Permit of or Filing with a Governmental Authority is required in connection with the execution and delivery of this Agreement by
Buyer, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby
other than Permits and Filings that have been obtained or made by Buyer prior to the date hereof.


 


5.4         Legal
Proceedings. There are no Legal Proceedings pending or, to the Knowledge of Buyer, threatened against Buyer that (a) challenges
or seeks to enjoin, alter or materially delay the transactions contemplated by this Agreement or (b) would, individually or in
the aggregate, reasonably be expected to materially affect Buyer’s ability to perform its obligations hereunder.


 




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5.5         Hart-Scott-Rodino
Act. Buyer has concluded that the value of the transactions described in this Agreement does not exceed the size-of-transaction
jurisdiction test under the Hart-Scott-Rodino Act and the rules promulgated thereunder.


 


5.6         Purchase
Entirely for Own Account. Buyer is acquiring the Purchased Stock for investment only, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof in violation of any federal or state securities Laws.


 


5.7         Independent
Investigation; No Other Representations. Buyer acknowledges and agrees that (a) Buyer, together with its advisers, has
carefully and independently inspected, investigated and verified the Company, which includes examining and reviewing such records,
documents, reports and other information of the Company and/or Seller as it deems relevant to the consummation of the transactions
contemplated by this Agreement, (b) none of Seller, its Affiliates, the Company, or any such other person has made, and Buyer is
not relying upon, any representation, warranty or agreement with respect to the accuracy or completeness of the information (written
or oral) provided to Buyer in connection with the Purchased Stock, or with respect to the appropriateness, suitability or sufficiency
of such information for the purpose of enabling Buyer to evaluate such investment, other than the representations, warranties and
agreements of Seller and the Company expressly contained in this Agreement, and (c) Buyer has had adequate opportunity to seek
accounting, legal or other advice or information in connection with its entry into this Agreement and the consummation of the transactions
contemplated hereby.


 


ARTICLE
VI


COVENANTS


 


6.1         Confidentiality;
Publicity.


 


(a)          This
Agreement. No Party will make any public announcement or issue any public communication regarding this Agreement or the proposed
transactions or any matter related to the foregoing, without the prior written consent of the other Party (not to be unreasonably
withheld).


 


(b)          Confidential
Information. All Confidential Information shall be maintained in confidence by Seller and shall not be disclosed to any Third
Party or used for any purpose without the prior written consent of Buyer following the Closing Date, except to the extent that
such information: (i) is or becomes part of the public domain through no fault of Seller; or (ii) is subsequently disclosed to
Seller by a Third Party who, in Seller’s reasonable belief, may lawfully do so and is not under an obligation of confidentiality
to Buyer; or (iii) is disclosed pursuant to judicial action or government regulations; provided, Seller notifies Buyer prior
to such disclosure; or (iv) is disclosed to a Third Party or Governmental Authority to the extent that such disclosure is necessary
for Seller to assign and transfer its rights, title and interests in the Business to Buyer in accordance with this Agreement.


 




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(c)          Post-Closing
Confidential Information. All Post-Closing Confidential Information shall be maintained in confidence by Seller and shall not
be disclosed to any Third Party or used for any purpose without the prior written consent of Buyer, except to the extent that such
Post-Closing Confidential Information:


 


(i)          was
generally available to the public or otherwise part of the public domain at the time of its disclosure to Seller;


 


(ii)         became
generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or
omission of Seller in breach of this Agreement;


 


(iii)        was
disclosed to Seller, other than under an obligation of confidentiality to the Knowledge of Seller, by a Third Party who had no
obligation to Buyer not to disclose such information to others; or


 


(iv)        was
subsequently developed by Seller without use of the Confidential Information.


 


Seller may disclose Post-Closing Confidential
Information hereunder to the extent such disclosure is required by applicable Law or reasonably necessary in complying with applicable
stock exchange regulations and requirements; provided, that in making any such disclosure of the Post-Closing Confidential
Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to Buyer of such disclosure
requirement. Notwithstanding the foregoing, Seller shall be permitted to disclose the reports and information delivered by Buyer
pursuant to, or otherwise related to, the Milestone, Royalty and Sublicensing Fee Deed (the “Disclosure Information”)
in Perrigo Company plc’s periodic filings with the SEC, earnings press releases and investor and analyst conference calls
and presentations notwithstanding whether Buyer has publicly disclosed such Disclosure Information but only as, and to the extent,
required to comply with applicable Laws. Furthermore, Seller may disclose the Post-Closing Confidential Information to its Affiliates
and its and its Affiliates’ directors, officers and employees who need to know the Post-Closing Confidential Information;
provided, that any such Party shall have agreed to keep such information confidential pursuant to an agreement of confidentiality
or other confidentiality obligation. In addition, Seller may also disclose the Post-Closing Confidential Information for reasonable
business purposes to its agents, accountants, rating agencies, investors, co-investors, partners, financing sources, insurers and
insurance brokers, underwriters, advisors, lawyers, bankers, trustees and representatives, provided any such party shall have agreed
to keep such information confidential pursuant to an agreement of confidentiality or other confidentiality obligation. Seller may
further disclose this Agreement, the reports and information delivered by Buyer pursuant to the Milestone, Royalty and Sublicensing
Fee Deed in a format mutually agreed upon by the Parties to any assignee or potential assignee of Seller’s rights under this
Agreement pursuant to Section 8.5 who agrees to comply with the confidentiality provisions set forth herein.


 




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6.2         Financial
Obligations.


 


(a)          Transaction
Expenses. Except as otherwise expressly provided in this Agreement and the Registration Rights Agreement, each Party shall
pay its own costs and expenses incurred in anticipation of, relating to and in connection with the negotiation and execution of
this Agreement and the transactions contemplated hereby. Notwithstanding the immediately preceding sentence, Buyer shall pay any
filing fees required by Governmental Authorities, including with respect to Filings or Permits required in connection with the
execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the transactions
contemplated hereby.


 


(b)          Contractual
Obligations. Seller and Buyer agree that in the event (i) Buyer or the Company receives an invoice for payment obligations
in connection with, or arising out of, Contracts of the Business relating to the period prior to Closing (an “Invoice”),
(A) Buyer shall promptly discharge all payments owed under the terms of such Invoice and (B) within 30 days of Buyer’s submission
to Seller of reasonable documentation of the payments made by Buyer pursuant to such Invoices, Seller shall reimburse Buyer for
such payments, it being understood that if any Invoice covers a period that includes (but does not end on)
the Closing Date, Seller shall, in each case, only be responsible for reimbursing Buyer for the portion of the Invoice attributable
to the period prior to the Closing Date, or (ii) Seller receives an Invoice, Seller shall promptly discharge all payments owed
under the terms of such Invoice, it being understood that if any Invoice covers a period that includes (but
does not end on) the Closing Date, Seller shall, in each case, only be responsible for paying for the portion of the Invoice attributable
to the period prior to the Closing Date and Buyer shall promptly reimburse any amounts paid by Seller that are in excess thereof.
Within ten Business Days following the end of the first quarter after the Closing Date, Seller and Buyer shall each provide the
other Party with all reasonable documentation supporting the Party’s payment or reimbursement of the Invoices such that the
other Party may verify that the amounts paid or reimbursed by such Party were correctly determined. In the event of any underpayment
by a Party, the amount of such underpayment shall be paid to the other Party within five Business Day of the determination thereof.


 


6.3         Transfer
Taxes. Notwithstanding any provision of this Agreement to the contrary, all Transfer Taxes incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by Buyer. Buyer shall timely make all filings, Tax Returns,
reports and forms as required to comply with the provisions of such Tax laws and, in connection therewith, Seller shall cooperate
as reasonably requested by Buyer.


 


6.4         Insurance
Matters.


 


(a)          Continuation
of Insurance Policies of Seller. Seller shall maintain its existing insurance policies, which policies shall (i) provide coverage
for the conduct and development of the clinical studies, testings and trial programs (the “Clinical Programs”)
of the Business as listed on Section 6.4(a) of the Disclosure Schedule as presently conducted and (ii) insure Seller as
the “sponsor” of such Clinical Programs. Until such time as Buyer fulfils the requirements set forth in Section
6.4(b), Seller shall remain the “sponsor” of the Clinical Programs and shall ensure that such coverage remains
in full force and effect and adequate in light of the risks inherent in the Business as presently conducted. So long as Seller
or an Affiliate of Seller remains the sponsor of the Clinical Programs, it shall take all reasonable direction from Buyer in connection
with the conduct of the Clinical Programs and all communications with the Food and Drug Administration or other regulatory agencies
for or on behalf of Buyer.


 




    	 	10	 



     


    

 


(b)          Insurance
Requirements for Buyer.


 


(i)          As
promptly as practicable after the Closing, Buyer shall use its best efforts to obtain an Acceptable Insurance Policy with coverage
for the Business on terms that are no less favorable than the insurance coverage provided to Seller and/or its Affiliates with
respect to the Business as of the Closing Date. In addition, Seller and Perrigo Company plc shall have the right to obtain an Acceptable
Insurance Policy for Buyer, which coverage Buyer shall be required to accept unless Buyer has already obtained an Acceptable Insurance
Policy and, in connection therewith, Buyer shall pay to Seller an amount equal to $80,000 in cash each year, beginning on the first
day of the first month after Closing, for the premiums due under such policy and Seller shall pay any amounts in excess thereof.
In the event Buyer is unable to obtain an Acceptable Insurance Policy and Seller is unable to obtain an Acceptable Insurance Policy
for Buyer, Buyer shall pay to Seller an amount equal to $80,000 in cash each year beginning on the first day of the first month
after Closing.


 


(ii)         So
long as Seller or an Affiliate of Seller remains the sponsor of the Clinical Programs, neither Buyer, nor the Company nor any of
the Affiliates of, or any Third Parties on behalf of Buyer, may make any material modification to the existing protocols or the
addition of new protocols to the Clinical Programs, without first obtaining Seller’s consent in connection therewith with
respect to whether such proposed modification could reasonably be expected to have a material adverse effect on the health or safety
of the patients enrolled in such Clinical Programs, which consent may not be unreasonably withheld; provided, that Buyer
may terminate any Clinical Program and/or conduct an interim assessment without the approval of Seller; provided, further,
that Buyer may not implement such termination without complying with the obligations set forth under this Section 6.4(b)(ii).
To the extent Seller withholds its consent, Seller and Buyer shall obtain the counsel of a mutually agreed-on Third Party expert
regarding whether the proposed modification to the Clinical Programs would create any materially adverse risk to the health or
safety of such patients; provided, that in the event that Seller and Buyer are unable to agree on their selection of a Third
Party expert, Seller and Buyer shall each select its own Third Party expert and the Third Party experts selected shall mutually
agree on a third Third Party expert. Seller, Buyer and the Third Party expert(s) shall resolve any disagreements as soon as practicable
and in any event within 30 days after the retention of such Third Party expert(s). The Parties agree that the determination of
the Third Party expert(s) that such proposed modifications would (or would not) create any materially adverse risk to the health
or safety of such patients shall be conclusive and binding upon Seller and Buyer and shall not be subject to further review.


 


6.5         ELND005
Records and Information. Promptly after the Closing, Seller shall take all actions as reasonably requested by Buyer to
transfer the ELND005 Records and Information to Buyer, including assisting Buyer in migrating all electronic data related to the
Business, to Buyer’s systems; provided, that to the extent any portion of the ELND005 Records and Information (a)
resides with any Third Party (including [deleted text: Specific third party]), Seller shall only be obligated to use commercially
reasonable efforts to transfer such ELND005 Records and Information to Buyer or (b) is otherwise not readily transferable to Buyer,
Seller shall, upon reasonable advance notice by Buyer, for so long as Seller retains such ELND005 Records and Information, provide
Buyer with reasonable access during normal business hours to such ELND005 Records and Information and Buyer shall have the right,
at its own expense, to make copies of any such ELND005 Records and Information. In connection with the obligations described in
the preceding clause (b), Seller shall not destroy any ELND005 Records and Information without first offering to turn over possession
to Buyer by written notice at least thirty days prior to the proposed date of destruction.


 




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6.6         Further
Actions. Subject to the terms and conditions of this Agreement, at any time following the Closing:


 


(a)          Generally.
At a Party’s request and without further consideration, the other Parties shall execute and deliver to such requesting Party
such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take
such other actions as such Party may reasonably request in order to consummate the transactions contemplated by this Agreement.


 


(b)          Intellectual
Property. Seller shall use commercially reasonable efforts to execute all documents and instruments, make all filings and take
all actions which may be reasonably appropriate or necessary (i) to secure and maintain protection of the Intellectual Property
of the Company anywhere in the world and (ii) for vesting title thereto in the Company and to give full effect to and to perfect
the rights of Buyer under this Agreement. Notwithstanding anything to the contrary contained herein, Seller shall in no event be
obligated to commence or pursue any Legal Proceedings or incur any out-of-pocket expenses in connection with satisfying any of
the obligations set forth in this Section 6.6(b) and, to the extent Seller incurs any such expenses, Buyer or its Affiliates
shall reimburse Seller for any such expenses within 30 days of Seller’s submission of reasonable evidence of such expenses.


 


(c)          Filings.
As promptly as practicable after Buyer has obtained an Acceptable Insurance Policy as required under Section 6.4, Seller
and Buyer shall cooperate and use commercially reasonable efforts to make all Filings required in the applicable jurisdictions
for and/or deliver notice with respect to the Clinical Programs listed on Section 6.4(b) of the Disclosure Schedule.


 


(d)          Other
Assets. In the event that, in the one year period following the Closing, Buyer or Seller discover that an asset used primarily
in the Business as conducted as of the Closing (and not otherwise provided for under the Transition Services Agreement) is owned
by Seller or any of its Affiliates and, as a result, was not acquired by Buyer by virtue of Buyer’s acquisition of the Purchased
Stock as contemplated by this Agreement, Seller shall, or shall cause its Affiliates to, as applicable, assign, transfer and convey
such assets to the Company and shall execute such further documents and instruments necessary to give effect to and evidence such
assignment, transfer and conveyance. To the extent there exists any such asset used in the Business that may not be assignable
or transferable to the Company, Seller shall use commercially reasonable efforts to provide to Buyer its entire interest in the
benefits of such asset, it being understood that to the extent any Intellectual Property is involved, Seller
shall use commercially reasonable efforts to grant a non-exclusive license or sublicense under such Intellectual Property to the
Company to continue using such Intellectual Property in the manner it was used thereby as of the Closing. Notwithstanding anything
to the contrary contained herein, Seller shall in no event be obligated to incur any out-of-pocket expenses in connection with
satisfying any of the obligations set forth in this Section 6.6(d) and, to the extent Seller incurs any such expenses, Buyer
or its Affiliates shall reimburse Seller for any such expenses within 30 days of Seller’s submission of reasonable evidence
of such expenses.


 




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(e)          Perrigo
Company plc. To the extent Seller is unable to satisfy any of the obligations set forth in Sections 6.6(a), (b),
(c) or (d) if the obligation can only be satisfied by an Affiliate of Seller that is not party to this Agreement,
Perrigo Company plc shall cause each such Person to undertake and satisfy the obligations set forth in this Section 6.6
as if such Person were Seller for purposes of this Section 6.6. In connection therewith, Perrigo Company plc shall not,
and shall not permit any of its Affiliates to, take any action that would result in the dissolution, cancellation or the end of
the existence of any of the Affiliates listed on Section 6.6(e) of the Disclosure Schedule for a period of one year after
Closing.


 


6.7         Change
and Use of Name. Within ten Business Days after Closing, Buyer shall cause the Organizational Documents of the Company
to be amended changing the name of the Company to a name not including “Elan” or any variations thereof or similar
words and shall file the applicable documents relating thereto with the appropriate Governmental Authorities, if required pursuant
to Applicable Law. Buyer agrees that none of Buyer nor any of its Affiliates shall (a) use, register or attempt to register in
their own names or in the names of any of their Affiliates any trademark containing the term “Elan” or any term confusingly
similar thereto or (b) use the name “Elan” on any materials of the Company (including any stationery, sales literature,
packaging materials, displays, signs, sales, marketing and promotional materials, manuals, forms, websites, email, computer software
and other materials and systems). Notwithstanding the foregoing, Buyer may continue to utilize existing clinical drugs and supplies
until such inventories and supplies are exhausted.


 


ARTICLE
VII


SURVIVAL
OF REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION


 


7.1         Survival
of Representations, Warranties and Covenants. Each Party’s representations and warranties shall survive the Closing
until the second anniversary of the Closing Date; provided, that the representation made by Seller under Section
4.3 shall survive for the applicable statute of limitations. Each Party’s covenants shall survive for the applicable
statute of limitations unless a shorter period is specified therein. All claims by either Party for breach of a representation,
warranty or covenant of the other Party shall be made within such applicable period, in which case the particular representation,
warranty or covenant shall survive until the final resolution of the claim.


 


7.2         Indemnification
by Seller. Subject to the limitations set forth in this ARTICLE VII, Seller shall indemnify, defend and hold Buyer
and its Affiliates (and following the Closing, the Company) and each of their respective Representatives (each, a “Buyer
Indemnified Party”), harmless from and against any and all out-of-pocket liabilities, losses, damages, claims, costs
and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses) actually
suffered or incurred by any of them (hereinafter, a “Loss” or “Losses”), in any case whether
or not arising out of any claim from any third party, arising out of or resulting from (a) any breach by Seller or the Company
of any representation or warranty made in ARTICLE IV by Seller or the Company, as applicable, (b) any breach by Seller of
any covenant contained in ARTICLE VI, (c) any claim against the Company or the Business alleging any liability caused by
or resulting from any of the Products solely to the extent that such liability arose from facts or events that existed or occurred
prior to Closing Date, or (d) any claim against the Company by any Business Employee solely with respect to any severance or retention
payment obligation owed to such Business Employee or any other claim arising from facts or events that existed or occurred during
such Business Employee’s employment with the Business prior to the Closing Date.


 




    	 	13	 



     


    

 


7.3         Indemnification
by Perrigo Company plc. Subject to the limitations set forth in this ARTICLE VII, Perrigo Company plc shall, until
the fifth anniversary of the Closing, indemnify, defend and hold harmless the Buyer Indemnified Parties from any Losses arising
out of any third party claim that arises out of or results from the conduct of the Clinical Programs (the “Clinical Program
Losses”); provided, that to the extent Buyer obtains an Acceptable Insurance Policy in accordance with Section
6.4, Perrigo Company plc’s indemnification obligation under this Section 7.3 shall continue thereafter solely
with respect to the portion of the Clinical Program Losses not covered by the Acceptable Insurance Policy (which may include Losses
arising out of or resulting from the “Serious Adverse Effects” or “Adverse Effects” (as defined by the
Food and Drug Administration) associated with the use of a Product by a patient as identified in the clinical process and listed
on Section 7.3 of the Disclosure Schedule or otherwise known to Seller and Buyer as of the Closing Date).


 


7.4         Indemnification
by Buyer. Subject to the limitations set forth in this ARTICLE VII, Buyer shall indemnify, defend and hold harmless
Seller and its Affiliates and each of their respective Representatives (each, a “Seller Indemnified Party”)
from any Losses, in any case whether or not arising out of any claim from any third party, arising out of or resulting from (a)
any breach by Buyer of any representation or warranty made in ARTICLE V or (b) any breach by Buyer of any covenant contained
in ARTICLE VI.


 


7.5         Limitations;
Exclusive Remedy.


 


(a)          Neither
Buyer nor Seller shall be entitled to recover under the provisions of this ARTICLE VII, (i) in respect of any individual
Loss suffered by the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, unless and until the amount of
such Loss, or series of related Losses, exceeds $50,000 (the “De Minimis Threshold”), and (ii) unless and until
the aggregate amount of all Losses suffered by the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, exceeds
$150,000 in the aggregate (the “Deductible”), it being understood that any individual claim
for amounts less than the De Minimis Threshold shall be ignored in determining whether the Deductible has been exceeded.


 


(b)          In
the event of any claim for indemnification under Section 7.2 or Section 7.4,
the maximum aggregate liability of either Buyer or Seller shall in no event exceed $10,000,000 respectively; provided, that
the foregoing shall not apply to any claim for indemnification for any breach of any of the covenants contained in ARTICLE VI
or the representations made by Seller under Sections 4.3 and 4.7 of ARTICLE IV. In the event of any claim
for indemnification under Section 7.3, the maximum aggregate liability of Perrigo Company plc shall in no event exceed $10,000,000.
Except in the case of fraud, from and after the Closing, the indemnification provided pursuant to this ARTICLE VII shall
be the sole and exclusive remedy hereto for any Losses as a result of, with respect to or arising out of the breach of this Agreement.
Notwithstanding the foregoing, this Section 7.5 shall not limit the rights of the Parties to seek equitable remedies
for specific performance or injunctive relief.


 




    	 	14	 



     


    

 


(c)          Notwithstanding
anything to the contrary contained in this Agreement, except as payable to a third party, no Indemnified Party (as defined below)
shall be entitled to indemnification for any special, consequential, punitive or duplicative Losses.


 


7.6         Procedures.
In the event that a Party becomes aware of facts or events giving rise to obligations of the other Party under Sections 7.2,
7.3 or 7.4, the Party claiming such indemnification (the “Indemnified Party”)
shall notify the indemnifying Party (the “Indemnifying Party”) of such fact or event in writing, setting forth
specifically the obligation with respect to which the claim is made, the facts giving rise to and the alleged basis for such claim
and, if known or reasonably ascertainable, the amount of the liability asserted or which may be asserted by reason thereof. Such
notice shall be given as promptly as practicable following the discovery by the Indemnified Party of facts that constitute the
basis for a claim against the Indemnified Party and that may give rise to a right of indemnity or promptly following receipt of
notice of the assertion of a claim against the Indemnified Party that may give rise to a right of indemnity; provided,
however, that failure to so notify the Indemnifying Party of any such claim shall discharge the Indemnifying Party of
its liabilities and obligations hereunder only if and to the extent that the Indemnifying Party is materially prejudiced thereby.
In the event of the assertion of a claim against the Indemnified Party that may give rise to a right of indemnity, the Indemnifying
Party shall have the right, upon written notice to the Indemnified Party (a “Defense Notice”) to defend against,
compromise or settle such claim with counsel of the Indemnifying Party’s selection, which counsel shall be reasonably acceptable
to the Indemnified Party; provided, however, that the Indemnifying Party shall not consent to entry of any
judgment or enter into any settlement without the prior written consent of the Indemnified Party to the extent such judgment or
settlement does not include as an unconditional term thereof the release of the Indemnified Party in connection with such claim
or litigation; provided, further, if the Indemnified Party reasonably believes that separate counsel is required
because of a conflict of interest between the Indemnified Party and the Indemnifying Party that precludes effective joint representation,
the Indemnified Party may retain separate counsel of its choice reasonably acceptable to the Indemnifying Party, which fees and
expenses of such counsel shall be borne by the Indemnifying Party to the extent such claim is determined to be an indemnifiable
Loss under this ARTICLE VII. The Indemnified Party at its own expense shall provide such documents, records and other evidence
in their possession, and access to such employees, as the Indemnifying Party may reasonably request, shall cooperate fully with
the Indemnifying Party in defending such claim, and shall take no other action with regard to any indemnified claim or any investigation,
proceeding or action relating thereto, which is in derogation of the Indemnifying Party’s right of control of defense and
which has not been specifically requested or approved in advance by the Indemnifying Party.


 


7.7         Treatment
of Payments. Seller and Buyer agree to treat any indemnity payment made pursuant to this ARTICLE VII as an adjustment
to the Purchase Price for federal, state, local and foreign income tax purposes.


 




    	 	15	 



     


    

 


ARTICLE
VIII


MISCELLANEOUS


 


8.1         Amendments.
This Agreement may be amended, modified or supplemented only in writing signed by each of the Parties hereto.


 


8.2         Waivers.
Buyer and Seller may only extend the time for, or waive the performance of, any of the obligations of the other or waive compliance
by the other with any of the covenants contained in this Agreement in writing signed by an officer of the party against whom such
waiver is sought to be enforced. No waiver of any of the provisions of this Agreement will be deemed or will constitute a waiver
of any other provision hereof (whether or not similar), nor will such waiver constitute a continuing waiver unless otherwise expressly
provided.


 


8.3         Public
Announcements. None of the Parties shall make, issue or release any oral or written public announcement or statement concerning,
or acknowledge the existence of, or reveal the terms, conditions and status of, the transactions contemplated by this Agreement,
without the other Party’s prior written approval of, and concurrence in, the contents of such announcement, acknowledgment
or statement.


 


8.4         Notices.
Any notice, request, instruction or other document to be given hereunder shall be in writing and delivered personally or sent by
telecopy or prepaid overnight courier, if to:


 


	Buyer:	Transition Therapeutics Inc.
	 	
        101 College Street, Suite 220

        Toronto, Ontario, Canada

        M5G 1L7

	 	Attention:  Chief Financial Officer
	 	[deleted text: Fax Number]
	 	 
	With a copy to (which shall not constitute notice):	Hogan Lovells US LLP
	 	
        555 Thirteenth Street, NW

        Washington, District of Columbia 20004

	 	 
	 	[deleted text: Name and  Fax Number]
	 	 
	Seller:	Perrigo Company plc
	 	
        515 Eastern Avenue

        Allegan, Michigan 49010

	 	 
	 	[deleted text: Name and  Fax Number]


 




    	 	16	 



     


    

 


	With a copy to (which shall not constitute notice):	Morgan, Lewis & Bockius LLP
	 	101 Park Avenue
	 	New York, New York 10178
	 	 
	 	[deleted text: Name and  Fax Number]


 


Any notice or other
communication transmitted in accordance with this Section 8.4 shall for all purposes of this Agreement be treated as
given or effective, if personally delivered, upon receipt, or, if sent by courier, upon the earlier of receipt or the end of the
Business Day following the date of delivery to such courier, or, if telecopied, upon transmission and confirmation of receipt.


 


8.5         Assignment.
Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the Parties without the prior
written consent of Buyer and Seller; provided, however, that (a) either Party may assign this Agreement or any of
its rights and obligations hereunder to any of its Affiliates without consent so long as such Party remains fully responsible for
all of its obligations under this Agreement and (b) Buyer may assign this Agreement or any of its rights and obligations hereunder
to a Third Party without consent so long as such Third Party agrees to assume and remain fully responsible for all of the obligations
of Buyer hereunder, including with respect to the Milestone, Royalty and Sublicensing Fee Deed, and Buyer shall remain liable for
any failure by such Third Party to satisfy any obligation hereunder that would otherwise have been the obligation of Buyer. Any
attempted assignment in violation of the terms of this Section 8.5 shall be null and void, ab initio.


 


8.6         Entire
Agreement. The Disclosure Schedule is incorporated into this Agreement by reference. This Agreement, the Disclosure Schedule
hereto and the Transaction Documents embody the entire agreement between the parties and any and all prior oral or written agreements,
representations or warranties, contracts, understandings, correspondence, conversations, and memoranda, whether written or oral,
among Buyer, Seller and Perrigo Company plc or between or among any agents, representatives, parents, subsidiaries, affiliates,
predecessors in interest or successors in interest, with respect to the subject matter hereof, are merged herein and replaced hereby.
If there is any discrepancy or inconsistency between the terms of this Agreement and any other agreement executed by or on behalf
of Seller to transfer any of the Purchased Stock, the terms of this Agreement shall supersede and replace the terms of any such
other agreement with respect to any such discrepancy or inconsistency.


 


8.7         Schedules.
Except as otherwise provided in this Agreement, all sections of the Disclosure Schedule referred to herein are intended to
be and hereby are made a part of this Agreement. The Disclosure Schedule has been arranged for purposes of convenience only, in
sections corresponding to the Sections of this Agreement. The disclosure of any item in any section or subsection of Disclosure
Schedule will be deemed disclosure with respect to each other section and subsection of the Disclosure Schedule to which the relevance
of such item is reasonably apparent on the face of such disclosure. Certain information set forth in the Disclosure Schedule is
included solely for informational purposes, is not an admission of liability with respect to the matters covered by the information,
and may not be required to be disclosed pursuant to this Agreement. The specification of any dollar amount in the representations
and warranties contained in this Agreement or the inclusion of any specific item in the Disclosure Schedule is not intended to
imply that such amounts (or higher or lower amounts) are or are not material, and no Party shall use the fact of the setting of
such amounts or the fact of the inclusion of any such item in the Disclosure Schedule in any dispute or controversy between the
Parties as to whether any obligation, item, or matter not described herein or included in a Disclosure Schedule is or is not
material for purposes of this Agreement.


 




    	 	17	 



     


    

 


8.8         Parties
in Interest; Third Party Beneficiaries. This Agreement is binding upon, inures to the benefit of, and is enforceable by
the Parties hereto and their respective heirs, executors, personal representatives, successors and permitted assigns. No Party
hereto may assign its rights or delegate its obligations hereunder without the prior written consent of the other Party. This Agreement
is not intended to confer upon any third party any rights or remedies under this Agreement, and no Person, other than the Parties
is entitled to rely on any representation, warranty, covenant, or agreement contained in this Agreement. Nothing contained in this
Agreement, express or implied, shall confer upon any employee of any Person or legal representative or beneficiary thereof, any
rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including any right to employment or
continued employment for any specified period, or level of compensation or benefits.


 


8.9         Severability.
Any provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective only to the extent of such invalidity, illegality or unenforceability, without in any way affecting the remaining
provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable
in any other jurisdiction.


 


8.10       Governing
Law; Jurisdiction. The Parties agree that this Agreement shall be construed in accordance with and governed by New York
law without reference to the conflicts or choice of law principles thereof. Any litigation arising out of or relating to this Agreement
shall be filed and pursued exclusively in the State or Federal courts in the Southern District of New York, and the Parties hereto
consent to the jurisdiction of and venue in such courts. Service of process upon any Party shall be deemed, in every respect, effective
upon such party if made by prepaid registered or certified mail, return receipt requested, or if personally delivered against receipt
to the address set forth in Section 8.4 or to such other address as a Party may designate in writing to the others.


 


8.11       Waiver
of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT OR THE OTHER
TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER DOCUMENTS ENTERED INTO IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 




    	 	18	 



     


    

 


8.12       Headings;
Definitions. The Section and other headings contained in this Agreement are for reference purposes only and shall not in
any way affect the meaning or interpretation of this Agreement. Wherever in this Agreement words indicating the plural number appear,
such words shall be considered as words indicating the singular number and vice versa where the context indicates the propriety
of such use.


 


8.13       Counterparts.
This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument. The Parties agree that the delivery of this Agreement,
and any other agreements and documents at the Closing, may be effected by means of an exchange of facsimile or electronically transmitted
signatures.


 


8.14       Construction.
For the purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires:
(a) the meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such
term and vice versa, and words denoting either gender shall include both genders as the context requires; (b) where a word or phrase
is defined herein, each of its other grammatical forms shall have a corresponding meaning; (c) the terms “hereof”,
“herein”, “hereunder”, “hereby” and “herewith” and words of similar import shall,
unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement;
(d) when a reference is made in this Agreement to an Article, Section, paragraph or Schedule, such reference is to an Article,
Section, paragraph or Schedule to this Agreement unless otherwise specified; (e) the word “include”, “includes”
and “including” when used in this Agreement shall be deemed to be followed by the words “without limitation”,
unless otherwise specified; (f) the word “or” is not exclusive; (g) a reference to any Party to this Agreement or any
other agreement or document shall include such Party’s predecessors, successors and permitted assigns; and (h) all accounting
terms used and not defined herein have the respective meanings given to them under GAAP. The Parties hereto have participated jointly
in the negotiation and drafting of this Agreement, and any rule of construction or interpretation otherwise requiring this Agreement
to be construed or interpreted against any Party by virtue of the authorship of this Agreement shall not apply to the construction
and interpretation hereof.


 


8.15       Expenses.
Except as otherwise specifically provided herein or in the Registration Rights Agreement, each of the Parties shall bear its own
costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated
hereby.


 


8.16       Further
Assurances. Following the Closing, each of the Parties hereto agrees to use commercially reasonable efforts to take, or
cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to consummate
and make effective as promptly as practicable the transactions contemplated by this Agreement.


 




    	 	19	 



     


    

 


ARTICLE
IX


DEFINITIONS


 


9.1         Definitions.


 


“Acceptable
Insurance Policy” means an insurance policy issued by a nationally recognized insurance carrier with customary terms
and conditions that provides to the insured an amount of coverage equal to or greater than $10,000,000 of losses for a period of
five years.


 


“Affiliate”
means, with respect to any Person, any person directly or indirectly controlling or controlled by or under direct or indirect common
control with such Person (including without limitation its respective officers, directors and employees). For this purpose, “control”
means the power to direct the management and policies of a person through the ownership of securities, by contract or otherwise
and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


“Business”
means the research, development, manufacture and commercialization of the Products.


 


“Business
Day” means any day, other than Saturday, Sunday or any other day on which banks located in the State of New York are
authorized or required to close.


 


“Business
Employee” means any of [deleted text: Specific employee names]


 


“Buyer”
shall have the meaning set forth in the introduction to the Agreement.


 


“Buyer Indemnified
Party” shall have the meaning set forth in Section 7.2.


 


“Clinical
Program Losses” shall have the meaning set forth in Section 7.3.


 


“Clinical
Programs” shall have the meaning set forth in Section 6.4(a).


 


“Closing”
shall have the meaning set forth in Section 2.1.


 


“Closing Date”
shall have the meaning set forth in Section 2.1.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Company”
shall have the meaning set forth in the introduction to the Agreement.


 


“Company Plan”
means each plan, program, policy, agreement or other arrangement (in each case, other than as required by statute) whether covering
a single individual or group of individuals, that is (a) an employee welfare plan within the meaning of Section 3(1) of ERISA,
(b) an employee pension benefit plan within the meaning of Section 3(2) of ERISA, or (c) a material bonus, equity incentive,
deferred compensation, profit-sharing, vacation, severance or employment or fringe-benefit plan, program, policy, agreement or
other arrangement, in each case that is sponsored, maintained or contributed to by the Company or to which the Company contributes
or is obligated to contribute to or has any liability.


 


“Company-Leased
Real Property” has the meaning set forth in Section 4.14(b).


 




    	 	20	 



     


    

 


“Confidential
Information” means all embodiments of, and information relating to, the Business transferred to Buyer, including, without
limitation, (a) information concerning the Products, Product Patents, Product Know-How, patent positioning, strategic plans or
business opportunities relating to the Product; and (b) all materials, compounds, formulations, techniques, methodology, assay
systems, formulae, procedures, tests, equipment, routes of synthesis, data, reports, know-how, sources of supply, pre-clinical
and clinical studies, relationships with consultants and employees, information concerning the existence, scope or activities of
any research, development or manufacturing, and information about or belonging to suppliers, contractors or others relating to
the development of the Product.


 


“Contract”
means any written contract, lease, license, indenture, undertaking or other agreement that is legally binding.


 


“De Minimis
Loss” shall have the meaning set forth in Section 7.5.


 


“Deductible”
shall have the meaning set forth in Section 7.5.


 


“Defense Notice”
shall have the meaning set forth in Section 7.6.


 


“Derivative”
means any compounds identified, obtained, developed, created, synthesized, generated, designed or resulting from, based upon, containing
or incorporating the chemical structure of Scyllo-Inositol as those compounds are generically and/or specifically disclosed and
claimed in the Product Patents.


 


“Disclosure
Information” shall have the meaning set forth in Section 6.1(c).


 


“ELND005 Records
and Information” means (in physical or electronic format) all minute books, stock books, stock ledgers, books of account,
manuals, general and financial records, data, invoices, member, customer and supplier lists, correspondence (including all correspondence
with Governmental Authorities), technical literature, maintenance and operating records, advertising and promotional materials,
credit records of customers, books and records required by applicable Law to be maintained, and other documents, books, records
and files, in each case related to the Business.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the rules and the regulations promulgated thereunder.


 


“Evaluation
Material” shall have the meaning set forth in Section 4.20.


 


“Filing”
shall have the meaning set forth in Section 4.9(b).


 


“Governmental
Authority” means any foreign, domestic, federal, state or local governmental entity, authority, instrumentality, court,
agency, ministry or other similar body, or any political or other subdivision, department or branch of any of the foregoing, exercising
executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government, including
any authority or other quasi-governmental entity established to perform any of such functions.


 




    	 	21	 



     


    

 


“Guaranty”
means that certain Guaranty, dated as of the date hereof, delivered by Buyer in favor of Seller pursuant to which Buyer shall guaranty
the Company’s performance of its obligations as set forth in the Milestone, Royalty and Sublicensing Fee Deed.


 


“Governmental
Order” means any order, rules, writ, judgment, injunction, decree, stipulation, determination or award entered by or
with any Governmental Authority.


 


“Indemnified
Party” shall have the meaning set forth in Section 7.6.


 


“Indemnifying
Party” shall have the meaning set forth in Section 7.6.


 


“Intellectual
Property” means all intellectual property rights of any type or nature, whether established by Law or contractual agreement,
however, denominated, throughout the world, including trademarks, trade names, service marks, service names, mark registrations,
logos, assumed names, domain names, the goodwill in any of the foregoing; works of authorship, registered and unregistered copyrights,
software, data, databases; technology, inventions, trade secrets, patents and patent applications, moral rights, rights of privacy
and publicity, along with all rights to prosecute and perfect the same through administrative prosecution, registration, recordation,
or other administrative proceeding, including all choses in action and rights to sue or seek other remedies arising from or relating
to the foregoing.


 


“Invoices”
shall have the meaning set forth in Section 6.2(b).


 


“Knowledge”
means, (a) in the case of Seller, the actual knowledge (as opposed to any constructive or imputed knowledge) [deleted text:
Specific Names] and (b) in the case of Buyer, the actual knowledge (as opposed to any constructive or imputed knowledge) of
[deleted text: Specific Names].


 


“Law”
means any international, federal, state, local or foreign statute, law, ordinance, treaties, regulation, rule, code, order or other
requirement or rule of law.


 


“Legal Proceeding”
means any notice, demand, claim, action, suit, arbitration, inquiry, hearing, proceeding, notice of violation or investigation
by or before any Governmental Authority or Person or qui tam relator (whether civil, criminal or administrative in nature).


 


“Lien”
means any claim, lien, pledge, encumbrance, option, right of first refusal, or other restrictions of any nature or kind, whether
voluntarily incurred or arising by operation of Law.


 


“Loss”
shall have the meaning set forth in Section 7.2.


 




    	 	22	 



     


    

 


“Material
Adverse Effect” means any change or event that is materially adverse to the business, assets, properties, or financial
condition of the Company, taken as a whole; provided, however, that any changes or events resulting from the following
items shall not be considered when determining whether a Material Adverse Effect has occurred (but, in the case of clauses (a),
(b), (c) and (d) solely to the extent such changes or events do not affect the Company disproportionately to other companies in
the same industry): (a) changes in economic, political, regulatory, financial or capital market conditions generally or in the
industries in which the Company operates (including the inability to finance the acquisition or any increased costs for financing
or suspension of trading in, or limitation on prices for, securities on any domestic or international securities exchange) or any
failure or bankruptcy (or any similar event) of any financial services or banking institution or insurance company, (b) any acts
of war (declared or undeclared), hostilities, sabotage, terrorist activities, any escalation of the foregoing, or changes imposed
by a Governmental Authority associated with additional security, (c) effects of weather, meteorological events or other acts of
God, (d) any change of Law, accounting standards, regulatory policy or industry standards after the date hereof or any chance in
interpretation of any of the foregoing, (e) any condition described in the Disclosure Schedule, (f) any actions taken by, or at
the request of, Buyer (including any breach by Buyer of this Agreement), (g) any failure by the Company to meet projections or
forecasts or revenue or earnings predictions for any period (but, for the purposes of clarity, not the underlying cause of such
failure), and (h) any actions required to be taken pursuant to this Agreement.


 


“Material
Contract” shall have the meaning set forth in Section 4.13.


 


“Milestone,
Royalty and Sublicensing Fee Deed” means that certain Milestone, Royalty and Sublicensing Fee Deed, dated as of February
27, 2014, by and between Seller and the Company, pursuant to which the Company shall pay to Seller certain Milestone Payments,
Royalty Fees and Sublicensing Fees (each, as defined therein) on the terms and conditions set forth therein.


 


“Order”
means any award, injunction, judgment, order, writ, decree or ruling entered, issued, made, or rendered by any Governmental Authority
that possesses competent jurisdiction.


 


“Organizational
Documents” means, with respect to any Person, the memorandum and articles of association, certificate of incorporation
or organization, certificate of formation, by-laws, limited partnership agreement, partnership agreement, limited liability company
agreement, shareholders agreement or such other organizational documents of such Person.


 


“Party(ies)”
shall have the meaning set forth in the introduction to the Agreement.


 


“Permit”
shall have the meaning set forth in Section 4.9(b).


 


“Permitted
Lien” means (a) any Lien for Taxes not yet due or delinquent or being contested in good faith, (b) any landlords’,
mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other like Lien arising in the ordinary
course of business with respect to a liability that is not yet due or delinquent or that is being contested in good faith, (c)
imperfections or irregularities of title and other Liens that would not, individually or in the aggregate, materially detract from
the value of, or materially interfere with, the present use and enjoyment of the asset or property subject thereto or affected
thereby, (d) any Lien arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement,
(e) arising pursuant to applicable securities Laws and (f) any Lien being released in connection with the Closing.


 


“Perrigo Company
plc” shall have the meaning set forth in the introduction to the Agreement.


 




    	 	23	 



     


    

 


“Person”
means any individual, partnership, limited liability company, firm, corporation, association, trust, unincorporated organization
or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended.


 


“Post-Closing
Confidential Information” means any information concerning the Product Patents, Product Know-How and any other information
and materials furnished by Buyer or the Company on or after the Closing pursuant to this Agreement or the Milestone, Royalty and
Sublicensing Fee Deed.


 


“Product”
means any pharmaceutical preparation or dosage form containing Scyllo-Inositol or a Derivative thereof.


 


“Product Know-How”
means any and all rights related to the Product and /or the Product Patents, owned, licensed or controlled by Seller or its Affiliates
to include any scientific, pharmaceutical or technical information, data, discovery, invention (whether patentable or not), know-how,
substances, techniques, processes, systems, formulations, designs and expertise which is not generally known to the public.


 


“Product Patents”
means any and all rights under any and all patent applications and/or patents anywhere in the world, now existing, currently pending
or hereafter filed or obtained or licensed by Seller or its Affiliates relating to the Product and any sub-divisions, divisions
or extensions of same.


 


“Purchase
Price” shall have the meaning set forth in Section 1.1.


 


“Purchased
Stock” shall have the meaning set forth in the introduction to the Agreement.


 


“Real Property
Leases” has the meaning set forth in Section 4.14(b).


 


“Registration
Rights Agreement” means that certain Registration Rights Agreement, dated as of or around the date hereof, by and between
Transition Therapeutics, Inc., a Canadian corporation, and Elan Corporation Limited, a private limited company incorporated in
Ireland.


 


“Representatives”
means, with respect to any Person, the officers, directors, managers, employees, counsel, accountants, financial advisers and consultants
of such Person.


 


“SEC”
means the Securities and Exchange Commission.


 


“Seller”
shall have the meaning set forth in the introduction to the Agreement.


 


“Seller Indemnified
Party” shall have the meaning set forth in Section 7.4.


 


“Tax”
or “Taxes” means, other than any Transfer Taxes, any and all federal, state, local, or foreign net or gross
income, gross receipts, net proceeds, sales, use, ad valorem, value added, franchise, bank shares, withholding, payroll, employment,
excise, property, abandoned property, escheat, deed, stamp, alternative or add-on minimum, environmental, profits, windfall profits,
transaction, license, lease, service, service use, occupation, severance, energy, unemployment, social security, workers’
compensation, capital, premium, and other taxes, assessments, customs, duties, fees, levies, or other governmental charges of any
nature whatever, together with any interest, penalties, additions to tax, or additional amounts with respect thereto.


 




    	 	24	 



     


    

 


“Tax Returns”
means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule
or attachment thereto, and including any amendment thereof.


 


“Third Party” means a
Person other than Buyer and Seller and their respective Affiliates.


 


“Transaction
Documents” mean the Guaranty, Transition Services Agreement and the Milestone, Royalty and Sublicensing Fee Deed.


 


“Transfer
Taxes” means sales, use, transfer, real property transfer, recording, documentary, stamp, registration and stock transfer
taxes and fees.


 


“Transition
Services Agreement” means that certain Transition Services Agreement, dated as of the date hereof, by and between Buyer
and Seller, pursuant to which Seller will provide Buyer with certain transition services on the terms and conditions set forth
therein.


 


[Signature Page Follows.]


 




    	 	25	 



     


    

 


IN WITNESS WHEREOF,
the parties have each caused this Agreement to be executed as of the day, month and year first above written.


 


	 	BUYER:
	 	 
	 	TRANSITION THERAPEUTICS INC.
	 	 	 
	 	By:	/s/ Tony Cruz
	 	 	 
	 	Name:	Tony Cruz
	 	 	 
	 	Title:	Chairman and Chief Executive Officer


 


[Signature Page to Purchase and Sale Agreement]


 




     


     


    

 


	 	SELLER:
	 	 
	 	ELAN PHARMA INTERNATIONAL LIMITED
	 	 	 
	 	By:	/s/ Mary Sheahan
	 	 	 
	 	Name:	Mary Sheahan
	 	 	 
	 	Title:	 
	 	 	 
	 	Solely for the limited purposes set forth in
	 	Section 6.4(b), Section 6.6(e) and ARTICLE VII:
	 	 
	 	PERRIGO COMPANY PLC
	 	 	 
	 	By:	/s/ Joe Papa
	 	 	 
	 	Name:	Joe Papa
	 	 	 
	 	Title:	 







 


[Signature Page to Purchase and Sale Agreement]