**Exhibit 10.1**

 

CERTAIN CONFIDENTIALPORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “***”. A COMPLETEVERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTINGCONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT OF 1934.

 

**SETTLEMENTAND LICENSE AGREEMENT**

 

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

 

**RECITALS**

 

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

 

**WHEREAS,** IVAX assertedcounterclaims against DEPOMED in the ACTION;

 

**WHEREAS,** DEPOMED and IVAX desireto amicably resolve the ACTION and all claims that have been and/or could beasserted therein by them;

 

**WHEREAS,** IVAX is an AFFILIATE ofTEVA;

 

**NOW, THEREFORE,** for good,valuable and reciprocal consideration of the foregoing recitals, together withthe license, payment, releases and promises set forth herein, the receipt andsufficiency of which are hereby acknowledged, DEPOMED and TEVA agree asfollows:

 

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

 

**AGREEMENT**

 

**1.****             DEFINITIONS**

 

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

 

## 1.1           “AFFILIATE(S)”shall mean any corporation or other entity that was, currently is, or in thefuture is, directly or indirectly, controlled by, controlling or under commoncontrol with the recited entity.  Forthis purpose, “control” shall mean (a) direct or indirect beneficialownership of fifty percent (50%) or more of the voting stock, voting rights orshare capital of the recited entity, or at least fifty percent (50%) interestin the income of such entity, or (b) the ability to otherwise control ordirect the decisions of the board of directors or equivalent governing bodythereof.

 

## 1.2           [***]

 

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

 

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

 

## divisionals, re-examinations, extensions or reissuesof any such patent application or patent.

 

## 1.4           “LICENSEDPRODUCTS” shall mean TEVA’s Metformin ER products approved by theFood 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           “ROYALTYPAYMENT 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 ofColumbia, the Commonwealth of Puerto Rico, and all other territories and possessionsof the United States.

 

## 1.8           “THIRDPARTY” shall mean any party other than DEPOMED or TEVA.

 

**2.****             LICENSEGRANT**

 

## 2.1           Subjectto the terms and conditions herein, DEPOMED hereby grants to TEVA, who acceptsthe same, a non-exclusive, non-transferable, perpetual and irrevocable rightand license (without the right to sublicense) under the LICENSED PATENTS, orany foreign counterparts thereof only to the extent that the LICENSED PRODUCTis made outside the TERRITORY **[***]** for usein the TERRITORY, to make, have made, use, import, sell, and offer to sellLICENSED PRODUCTS in or for the TERRITORY for the duration of thisAGREEMENT.  Notwithstanding theforegoing, TEVA may grant a limited sublicense to THIRD PARTIES for the solepurpose of manufacturing and distributing the LICENSED PRODUCTS for TEVA.

 

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

 

## 2.2           TEVAacknowledges and agrees that DEPOMED retains the right to use the LICENSEDPATENTS and grant licenses of the LICENSED PATENTS.  All such licenses shall be subject to thelicense set forth in Section 2.1.

 

**3.****             TERM**

 

## 3.1           ThisAGREEMENT shall become effective as of the EFFECTIVE DATE.

 

**4.****             PAYMENTS**

 

## 4.1           OneTime Payment.  In consideration forthe license granted under the LICENSED PATENTS hereunder and within two (2) businessdays after the EFFECTIVE DATE,******TEVA shallpay DEPOMED a one-time payment in the amount of SEVEN MILLION FIVE HUNDREDTHOUSAND United States dollars ($7,500,000.00). The payment shall be made in United States Dollars and by electronicfunds transfers in accordance with wire transfer instructions provided to TEVAby DEPOMED or by any other mutually acceptable form of fund transfer.

 

## 4.2           RoyaltyPayments.  In consideration for thelicense 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, TEVAagrees to pay DEPOMED a royalty payment equal to **[***]**  TEVA shall pay DEPOMED the royalty duehereunder within five (5) business days after receipt of the invoicecontemplated by the immediately preceding sentence.  Notwithstanding the foregoing, theobligations of TEVA to make royalty payments under this Section 4.2 shallterminate at such time as TEVA has paid DEPOMED royalties under this Section 4.2in an aggregate amount equal to the ROYALTY 

 

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

 

## PAYMENT CAP.  As such, theaggregate payments under Sections 4.1 and 4.2 shall not exceed TEN MILLIONUnited States dollars ($10,000,000.00).

 

## 4.3           Taxes.  Each PARTY shall be separately andindividually responsible for the tax consequences, if any, to that PARTYassociated with the payments made hereunder.

 

## 4.4           NotwithstandingSection 4.3, where required by law, TEVA shall have the right to withholdapplicable taxes from any payment to be made by TEVA to DEPOMED according tosection 4.2.  TEVA shall provide DEPOMEDwith receipts from the appropriate taxing authority for all payments of taxeswithheld and paid by TEVA to such authorities on behalf of DEPOMED.

 

## 4.5           [***]

 

## 4.6           [***]

 

## 4.7           Nothingin the foregoing Sections 4.4 through 4.6 shall be interpreted to diminish orchange in any way the ROYALTY PAYMENT CAP or the maximum amount DEPOMED mayreceive from TEVA of TEN MILLION United States dollars ($10,000,000.00)pursuant to Sections 4.1 and 4.2.

 

**5.****             DISMISSALAND RELEASES**

 

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

 

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

 

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## foregoing, in each case claiming or otherwise asserting that themanufacture, use, importation, sale or offer for sale of (in or for theTERRITORY) any TEVA product AB-rated to Glucophage XR®, infringes any LICENSEDPATENT or any foreign counterpart thereof (but such foreign counterparts onlyto the extent that the applicable product is made outside the TERRITORY onlyfor use in the TERRITORY), whether occurring before, on or after the EFFECTIVEDATE.

 

## 5.3           TEVA’sReleases.  TEVA hereby irrevocablyreleases, acquits and forever discharges DEPOMED and its predecessors andsuccessors 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 permittedassigns of any of the foregoing from any and all claims or liabilities of anykind and nature, at law, in equity, or otherwise, known and unknown, suspectedand unsuspected, disclosed and undisclosed, that were or could have beenbrought in the ACTION (including as if a claim for patent infringement had beenbrought against TEVA in the ACTION). Notwithstanding the foregoing, TEVA reserves its rights to raise any andall claims, defenses and counterclaims that were or could have been raised inthe ACTION in any future action regarding the LICENSED PATENTS and any productother than the LICENSED PRODUCTS.  TEVAagrees not to raise any claim, defense or counterclaim as an avoidance of itsobligations to make the payments specified in Sections 4.1 and 4.2 herein.

 

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## 5.4           DEPOMED’sRelease.  DEPOMED hereby irrevocablyreleases, acquits and forever discharges TEVA and itspredecessors and successors in interest, officers, directors, owners,executives, employees, agents, attorneys, representatives, subsidiaries,partners, joint ventures, insurers, underwriters, trustees-in-bankruptcy, pastor future parents, successors in interest or assigns of the LICENSED PRODUCTS,and permitted assigns of any of the foregoing, and its customers, suppliers, manufacturersand distributors, from any and all claims or liabilities of any kind andnature, at law, in equity, or otherwise, known and unknown, suspected andunsuspected, disclosed and undisclosed, that were or could have been brought inthe ACTION (including as if a claim for patent infringement had been broughtagainst TEVA in the ACTION). Notwithstanding the foregoing, DEPOMED reserves its rights to raise anyand all claims, defenses and counterclaims that were or could have been raisedin the ACTION in any future action regarding the LICENSED PATENTS and anyproduct other than the LICENSED PRODUCTS.

 

## 5.5           GeneralReleases.  The releases of this Section includean express, informed, knowing and voluntary waiver and relinquishment to thefullest extent permitted by law.  Thereleasing PARTY acknowledges that it may have sustained damages, losses, costsor expenses that are presently unknown and unsuspected and that such damages,losses, costs or expenses as may have been sustained may give rise to additionaldamages, losses, costs or expenses in the future.  The releasing PARTY further acknowledges thatit has negotiated this AGREEMENT taking into account presently unsuspected andunknown claims, 

 

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

 

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

 

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## principle, in any action regarding the LICENSED PATENTS and any productother than the LICENSED PRODUCTS, from taking positions inconsistent with orcontesting the correctness of any of the rulings made in the ACTION.

 

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

 

## 5.8           Nothingin this Section 5 shall prevent any PARTY from providing discovery to theextent required to comply with an order of a court of competent jurisdictioncompelling such PARTY to provide discovery, and such compliance shall not bedeemed to be directly or indirectly assisting the pursuit of any dispute.

 

**6.****             REPRESENTATIONSAND WARRANTIES**

 

## 6.1           DEPOMEDrepresents and warrants that DEPOMED owns all right, title and interest in theLICENSED PATENTS as of the EFFECTIVE DATE.

 

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

 

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## attorneys’ fees, costs, expenses, or damages incurred or paid as aresult 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 PARTYmay authorize the public disclosure beyond that already made as of the date ofthis AGREEMENT to legal, accounting and financial consultants, unless suchdisclosure is compelled by a court or administrative agency or otherwiserequired by law, or applicable requirements of the securities exchange on whicha PARTY’s securities are listed.  In the event a PARTY is compelled orrequired by law to disclose such information (by reason of compliance withsecurities laws or requirements or otherwise), reasonable notice shall beprovided to the other PARTY so that the PARTIES will use commerciallyreasonable efforts to agree upon the content of the disclosure, and the extentof such disclosure will not exceed that necessary to comply with applicable lawor requirements.  With respect to any information contained in a publicdisclosure permitted under this paragraph, this confidentiality provision nolonger applies to such information.

 

**8.****             NOTICES**

 

## 8.1           Anynotice given under this AGREEMENT shall be in writing and transmitted byregistered mail and facsimile to the following addresses:

 

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If to DEPOMED:

Depomed, Inc.1360 O’Brien DriveMenlo Park, CA 94025

Facsimile:  (650) 462-9993

Attn:  President

 

With a copy to:

Michael K. Plimack

Heller Ehrman LLP

333 Bush StreetSan Francisco, CA  94104-2878

Facsimile:  (415) 772-2021

 

If to TEVA:

Richard Egosi

Senior Vice President andGeneral Counsel

Teva North America425 Privet Rd.Horsham, PA 19044

Facsimile:  (215) 293-6499

 

With a copy to:

John L. North

Sutherland, Asbill &Brennan LLP

999 Peachtree Street, NEAtlanta, GA  30309-3996

Facsimile:  (404) 853-8806

 

## 8.2           DeemedService. Such notices shall be deemed to have been served when received byaddressee or, if delivery is not accomplished by reason of some fault of theaddressee, when tendered for delivery. Any PARTY may give written notice of a change of address and, afternotice of such change has been received, any notice shall thereafter be givento such PARTY as above provided at such changed address.

 

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**9.****             INDEPENDENTCONTRACTOR**

 

## 9.1           EachPARTY is an independent contractor and has no power, and will not representthat it has any power, to bind any other PARTY or to assume or create anyobligation or responsibility on behalf of any other PARTY.  Nothing in this AGREEMENT shall be deemed tocreate any partnership, joint venture or franchise relationship among thePARTIES.

 

**10.****          GENERALPROVISIONS.**

 

## 10.1         Patent Marking.  TEVAshall use commercially reasonable efforts to mark, within the meaning of 35U.S.C. 287, all LICENSED PRODUCTS with the numbers of the LICENSED PATENTS (assoon as practicable after the EFFECTIVE DATE). DEPOMED will provide TEVA with the numbers of any LICENSED PATENTS thatissue subsequent to the EFFECTIVE DATE and TEVA shall use commerciallyreasonable efforts to amend its marking accordingly as soon as practicablethereafter.  Notwithstanding theforegoing, TEVA’s obligations under this Section 10.1 will not be enforcedunless DEPOMED shall also use commercially reasonable efforts to mark, or causeto be marked, within the meaning of 35 U.S.C. 287, all DEPOMED and THIRD PARTYproducts (other than Glucophage XR®) covered by or licensed under the LICENSED PATENTS.

 

## 10.2         EntireAgreement.  This AGREEMENTconstitutes the entire agreement and understanding among the PARTIES heretowith respect to its subject matter and terminates and supersedes any prior orcontemporaneous agreements or understandings relating to such subjectmatter.  None of the provisions of thisAGREEMENT may be waived or modified except in writing signed by the 

 

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

 

## 10.3         NoWaiver.  No delay or omission on thepart of any PARTY to this AGREEMENT in requiring performance by another PARTYor in exercising any right hereunder shall operate as a waiver of any provisionhereof or of any right or rights hereunder, and the waiver, omission or delayin requiring performance or exercising any right hereunder on any one occasionshall not be construed as a bar to or waiver of such performance or right, orof any right or remedy under this AGREEMENT.

 

## 10.4         Attorneys’Fees.  In the event of any action toenforce this AGREEMENT or on account of any breach of or default under thisAGREEMENT, the prevailing PARTY in such action shall be entitled to recover, inaddition to any other relief to which it may be entitled, all reasonableattorneys’ and experts’ fees incurred by the prevailing PARTY in connectionwith such action (including, without limitation, any appeal thereof).

 

## 10.5         GoverningLaw; Jurisdiction and Venue.  ThisAGREEMENT shall be interpreted, construed and enforced in accordance with thelaws 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 ofAmerica.  With respect to all disputesarising in connection with this AGREEMENT and the dismissal of the ACTION, thePARTIES consent to jurisdiction, including personal and/or subject matter, andvenue in the United States District Court for the Northern District ofCalifornia, or to the extent that that Court refuses to exercise such 

 

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## jurisdiction, in the Superior Court of California for the County ofSanta Clara.  The PARTIES waive theirright to object to, or challenge, the jurisdiction or venue of said court.

 

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

 

## 10.7         FurtherAssurances.  Each of the PARTIESshall 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 AGREEMENTreasonably requires to carry out the purposes of this AGREEMENT.

 

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

 

## 10.9         Severability/NoTermination.  If any provision ofthis AGREEMENT is held to be illegal, invalid, or otherwise unenforceable, suchprovision shall be enforced 

 

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## to the maximum extent possible consistent with the stated intention ofthe PARTIES, or, if incapable of such enforcement, then such provision shall beexcluded from this AGREEMENT and the balance of this AGREEMENT shall beinterpreted as if such provision were so excluded and shall be enforceable inaccordance with its terms.  Neither thisAGREEMENT nor any of its provisions shall be subject to termination by anyPARTY 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 benefitunder this AGREEMENT in whole or in part, except in conjunction with a changein ownership, reorganization, merger, acquisition, or the sale or transfer ofall 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, therights and obligations under this AGREEMENT shall survive any such event.

 

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IN WITNESS WHEREOF, each PARTY hereto, on behalf of itself and itsAFFILIATES, 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                 |
|                                               |                                               |  |  |  |

 

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

 

Schedule 2.1

 

**[***]**

 

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Exhibit A

 

UNITEDSTATES DISTRICT COURT

 

NORTHERNDISTRICT 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 ofCivil Procedure 41(a)(1) and 41(c), Plaintiff and CounterdefendantDEPOMED, INC. and Defendants and Counterclaimants IVAX CORPORATION and IVAXPHARMACEUTICALS, INC. hereby stipulate to the dismissal of all claims andcounterclaims 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.           |

 

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| Dated:                ,  2008 | SUTHERLAND  ASBILL & BRENNAN LLP |
|-----------------------------------------------------------------------------------------------------|-------------------------------------------|
|                                                                                                |                                      |
|                                                                                                |                                      |
|                                                                                                | By                                        | /s  John North |
|                                                                                                | JOHN  L. NORTH                            |
|                                                                                                |                                      |
|                                                                                                | Attorneys for Defendants                  |
|                                                                                                | IVAX,  CORPORATION and                    |
|                                                                                                | IVAX  PHARMACEUTICALS, INC.               |

 

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