BILL
OF SALE AND ASSIGNMENT

     

    FOR VALUE RECEIVED, effective
immediately prior to the closing of the transactions as contemplated by that
certain Stock Purchase Agreement, dated January 27, 2009 (the “Purchase
Agreement”), by and between Piramal Healthcare, Inc., a Delaware corporation
(“Purchaser”), and RxElite, Inc., a Delaware corporation (“Transferee”), whereby
Purchaser will acquire from Transferee all of the issued and outstanding stock
of RxElite Holdings, Inc., a Delaware corporation (“Transferor”), Transferor
hereby transfers and delivers to Transferee, and Transferee hereby acquires and
takes assignment and delivery of those assets and liabilities of Transferor
included in the description of Excluded Assets on Exhibit A and
Excluded Liabilities on Exhibit B to the
Purchase Agreement, including, without limitation, (i) the Second Amended and
Restated Employment Agreement with Earl Sullivan, dated as of November 27, 2006
and the Third Amended and Restated Employment Agreement with Earl Sullivan,
dated as of January 12, 2009, (ii) the Employment Agreement with Shannon Stith,
dated as of January 11, 2008, (iii) the Employment Agreement with Rick
Schindewolf, dated as of January 21, 2008, as amended, (iv) the Initial
Employment Agreement, dated as of January 8, 2007, as amended and updated, with
Partick Poisson, (v) the Offer Letter Employment Agreement with Gene Ioli, dated
as of August 29, 2007, as amended, (vi) the Second Amended and Restated
Employment Agreement with Jonathan Houssian, dated as of November 27, 2006,
(vii) the Employment Agreement with Steven Anderson, dated November 15, 2006,
(viii) the Employment Agreement with Tri Slaven, dated May 10, 2006 and (ix) the
Second Amended and Restated Employment Agreement with Richard Tener, dated
November 27, 2006.

     

    Transferee
hereby assumes and agrees to pay, perform and/or discharge the liabilities and
obligations under the Excluded Liabilities.

     

    All terms
used by not defined in this Bill of Sale and Assignment that are defined in the
Purchase Agreement shall have the meanings given to them in the Purchase
Agreement.


    


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    IN WITNESS WHEREOF, Transferor
and Transferee have caused this Bill of Sale and Assignment to be signed by
their respective duly authorized officers as of the date first above
written.

     

    
      
        
          
            
              
                
                  	 
      	
                          TRANSFEROR:

                        
	 
      	 
      
	 
      	
                          RxELITE
      HOLDINGS, INC.

                        
	 
      	 
      
	 
      	
                          By:

                        	
                          /s/
      Earl Sullivan

                        
	 
      	
                          Name:
      Earl Sullivan

                        
	 
      	
                          Title:  
      CEO

                        
	 
      	 
      
	 
      	
                          TRANSFEREE:

                        
	 
      	 
      
	 
      	
                          RxELITE,
      INC.

                        
	 
      	 
      
	 
      	
                          By:

                        	
                          /s/ Earl Sullivan

                        
	 
      	
                          Name:
      Earl Sullivan

                        
	 
      	
                          Title:  
      CEO