Exhibit 10.1


 


 


ASSET PURCHASE AGREEMENT


 


by and among


 


RISING
PHARMACEUTICALS, INC.,


PACK
PHARMACEUTICALS, LLC,


RISING
HEALTH, LLC, 

and

ACETRIS HEALTH, LLC,


 


collectively, as Sellers,


 


ACETO CORPORATION,


 


as Parent,


 


and


 


SHORE SUVEN PHARMA, INC.,


 


as Buyer


 


Dated as of March 7, 2019


 




    	 	 	 



     


    

 


TABLE
OF CONTENTS


 







	 	 	 	Page
	ARTICLE I	 		 
	 	 	 	 
	 	 	PURCHASE AND SALE	2
	 	 	 	 
	1.1	 	Purchased Assets	2
	 	 	 	 
	1.2	 	Excluded Assets	3
	 	 	 	 
	1.3	 	Assumed Liabilities	4
	 	 	 	 
	1.4	 	Excluded Liabilities	5
	 	 	 	 
	1.5	 	Assignments; Cure Amounts	8
	 	 	 	 
	1.6	 	Bulk Sales Laws	9
	 	 	 	 
	1.7	 	Inventory	10
	 	 	 	 
	ARTICLE II	 		 
	 	 	 	 
	 	 	PURCHASE PRICE	10
	 	 	 	 
	2.1	 	Purchase Price	10
	 	 	 	 
	2.2	 	Closing Date Payment	11
	 	 	 	 
	2.3	 	Good Faith Deposit	11
	 	 	 	 
	2.4	 	Allocation of Purchase Price	12
	 	 	 	 
	2.5	 	Closing Date	13
	 	 	 	 
	2.6	 	Deliveries of Buyer	13
	 	 	 	 
	2.7	 	Deliveries of Sellers	14
	 	 	 	 
	ARTICLE III	 		 
	 	 	 	 
	 	 	REPRESENTATIONS AND WARRANTIES OF SELLERS	15
	 	 	 	 
	3.1	 	Organization	15
	 	 	 	 
	3.2	 	Authority Relative to this Agreement; Consents and Approvals; No Violation	16
	 	 	 	 
	3.3	 	Financial Statements	17
	 	 	 	 
	3.4	 	Compliance with Law; Permits	17
	 	 	 	 
	3.5	 	Environmental Matters	18
	 	 	 	 
	3.6	 	Employee Benefit Plans	18
	 	 	 	 
	3.7	 	Absence of Certain Changes or Events	19
	 	 	 	 
	3.8	 	Litigation	19
	 	 	 	 
	3.9	 	Tax Matters	20
	 	 	 	 
	3.10	 	Employment and Labor Matters	21
	 	 	 	 
	3.11	 	Real Property	21
	 	 	 	 
	3.12	 	Intellectual Property	21
	 	 	 	 
	3.13	 	Material Contracts	23
	 	 	 	 
	3.14	 	Suppliers and Customers	24
	 	 	 	 
	3.15	 	Certain Regulatory Matters	24



 






    	 	 -i-	 



     


    

 


	3.16	 	Products; Product Liability	25
	 	 	 	 
	3.17	 	Product Distribution Practices	26
	 	 	 	 
	3.18	 	Product Registrations; Regulatory Compliance	26
	 	 	 	 
	3.19	 	Purchased Assets	27
	 	 	 	 
	3.20	 	Inventory	27
	 	 	 	 
	3.21	 	Receivables	28
	 	 	 	 
	3.22	 	Finders or Brokers	28
	 	 	 	 
	3.23	 	No Other Representations or Warranties	28
	 	 	 	 
	ARTICLE IV	 		 
	 	 	 	 
	 	 	REPRESENTATIONS AND WARRANTIES OF PARENT	29
	 	 	 	 
	4.1	 	Organization	29
	 	 	 	 
	4.2	 	Authority Relative to this Agreement; Consents and Approvals; No Violation	29
	 	 	 	 
	4.3	 	No Other Representations or Warranties	30
	 	 	 	 
	ARTICLE V	 		 
	 	 	 	 
	 	 	REPRESENTATIONS AND WARRANTIES OF BUYER	30
	 	 	 	 
	5.1	 	Organization	30
	 	 	 	 
	5.2	 	Authority Relative to this Agreement; Consents and Approvals; No Violation	30
	 	 	 	 
	5.3	 	Litigation	31
	 	 	 	 
	5.4	 	Finders or Brokers	31
	 	 	 	 
	5.5	 	Solvency	31
	 	 	 	 
	5.6	 	Adequate Assurances Regarding the Buyer Assumed Agreements	32
	 	 	 	 
	5.7	 	Certain Arrangements; Ownership of Parent..	32
	 	 	 	 
	5.8	 	Investigation; No Other Representations or Warranties	32
	 	 	 	 
	ARTICLE VI	 		 
	 	 	 	 
	 	 	COVENANTS AND AGREEMENTS	33
	 	 	 	 
	6.1	 	Conduct of Business	33
	 	 	 	 
	6.2	 	Access	35
	 	 	 	 
	6.3	 	Employees and Employee Benefit Plans	37
	 	 	 	 
	6.4	 	Regulatory Approvals; Efforts	38
	 	 	 	 
	6.5	 	Notification of Certain Matters	40
	 	 	 	 
	6.6	 	Adequate Assurances Regarding the Buyer Assumed Agreements	41
	 	 	 	 
	6.7	 	Bankruptcy Court Approval	41
	 	 	 	 
	6.8	 	Auction; Bidding Procedures Order	43
	 	 	 	 
	6.9	 	Taxes	43
	 	 	 	 
	6.10	 	Inventory	44
	 	 	 	 
	6.11	 	Public Announcements	44
	 	 	 	 
	6.12	 	Consents; Notices	45



 






    	 	 -ii-	 



     


    

 


	6.13	 	Further Assurances	45
	 	 	 	 
	6.14	 	Non-Enforcement of Certain Covenants	46
	 	 	 	 
	6.15	 	Insurance	46
	 	 	 	 
	6.16	 	Trade Notification	47
	 	 	 	 
	6.17	 	Transfer of Product Registrations, Related Applications and Dossiers	47
	 	 	 	 
	6.18	 	Correspondence; Payments	47
	 	 	 	 
	6.19	 	Name Change	48
	 	 	 	 
	ARTICLE VII	 		 
	 	 	 	 
	 	 	CONDITIONS TO THE PURCHASE AND SALE	48
	 	 	 	 
	7.1	 	Conditions to Each Party’s Obligation to Close	48
	 	 	 	 
	7.2	 	Conditions to Obligation of Sellers to Close	48
	 	 	 	 
	7.3	 	Conditions to Obligation of Buyer to Close	49
	 	 	 	 
	7.4	 	Frustration of Closing Conditions. .	50
	 	 	 	 
	ARTICLE VIII	 		 
	 	 	 	 
	 	 	TERMINATION	50
	 	 	 	 
	8.1	 	Termination	50
	 	 	 	 
	8.2	 	Effect of Termination	51
	 	 	 	 
	8.3	 	Break-Up Fee; Expense Reimbursement	52
	 	 	 	 
	8.4	 	Return of Good Faith Deposit	52
	 	 	 	 
	ARTICLE IX	 		 
	 	 	 	 
	 	 	MISCELLANEOUS	52
	 	 	 	 
	9.1	 	No Survival	52
	 	 	 	 
	9.2	 	Expenses	52
	 	 	 	 
	9.3	 	Counterparts; Effectiveness	53
	 	 	 	 
	9.4	 	Governing Law; Jurisdiction	53
	 	 	 	 
	9.5	 	Remedies	53
	 	 	 	 
	9.6	 	WAIVER OF JURY TRIAL	54
	 	 	 	 
	9.7	 	Notices	54
	 	 	 	 
	9.8	 	Assignment; Binding Effect	55
	 	 	 	 
	9.9	 	Severability	55
	 	 	 	 
	9.10	 	Entire Agreement	55
	 	 	 	 
	9.11	 	Amendments; Waivers	56
	 	 	 	 
	9.12	 	Headings	56
	 	 	 	 
	9.13	 	No Third-Party Beneficiaries	56
	 	 	 	 
	9.14	 	No Successor	56
	 	 	 	 
	9.15	 	Interpretation	56
	 	 	 	 
	9.16	 	Non-Recourse	56



 






    	 	 -iii-	 



     


    

 


	9.17	 	Definitions	57
	 	 	 	 
	9.18	 	Sellers Disclosure Schedule	69
	 	 	 	 
	9.19	 	Limitations on Good Faith Deposit Escrow Holder’s Liability.	69


 


SCHEDULES


 


	Schedule 1.1(a)	 	Accounts Receivable
	Schedule 1.1(b)	 	Assumed Contracts
	Schedule 1.1(c)	 	Assumed Real Property Leases
	Schedule 1.1(d)	 	Products
	Schedule 1.1(f)	 	Tangible Personal Property
	Schedule 1.1(h)	 	Intellectual Property
	Schedule 1.1(k)	 	Assumed Equipment Leases
	Schedule 1.1(m)	 	Excluded Prepaid Assets
	Schedule 1.1(o)	 	Additional Purchased Assets
	Schedule 1.1(p)	 	Assumed Proceedings
	Schedule 1.2(h)	 	Excluded Claims
	Schedule 1.2(t)	 	Additional Excluded Assets
	Schedule 1.3(b)	 	Assumed Accounts Payable
	Schedule 1.3(c)	 	Assumed Accrued Liabilities
	Schedule 1.4(h)	 	Excluded Accrued Liabilities
	Schedule 1.4(i)	 	Excluded Environmental Liabilities
	Schedule 1.4(k)	 	Existing Indebtedness
	Schedule 1.4(m)	 	Excluded Proceedings
	Schedule 1.5	 	Cure Costs
	Schedule 2.2(a)	 	Seller Credit




 


Sellers Disclosure Schedule


Parent Disclosure Schedule


Buyer Disclosure Schedule


 


EXHIBITS


 


	EXHIBIT A:	Form of Assignment and Assumption Agreement
	EXHIBIT B:	Form of Bidding Procedures
	EXHIBIT C:	Form of Bidding Procedures Order
	EXHIBIT D:	Form of Bill of Sale
	EXHIBIT E:	Form of Sale Order







 




    	 	 -iv-	 



     


    

 


ASSET PURCHASE AGREEMENT


 


This Asset
Purchase Agreement (this “Agreement”), dated as of March 7, 2019 (the “Agreement Date”),
is by and among Rising Pharmaceuticals, Inc., a Delaware corporation (“Rising”), and the wholly-owned subsidiaries
of Rising, PACK Pharmaceuticals, LLC, an Arizona limited liability company, Rising Health, LLC, a Delaware limited liability company,
and Acetris Health, LLC, a Delaware limited liability company (collectively with Rising, “Sellers” and each,
a “Seller”), Aceto Corporation, a New York corporation (“Parent”), solely with respect to
ARTICLE IV, Section 6.2(d), Section 6.13(a), Section 6.13(b), Section 6.13(c), Section 6.14,
Section 6.18(a) and ARTICLE IX, and Shore Suven Pharma, Inc., a Delaware corporation (“Buyer”).
Capitalized terms used in this Agreement and not otherwise defined above or in the text below have the meanings given to them in
Section 9.17.


 


WITNESSETH:


 


Whereas,
Parent, collectively with its direct and indirect wholly-owned subsidiaries (including Sellers), is an international company engaged
in the development, marketing, sales and distribution of finished dosage form generic pharmaceuticals, nutraceutical products,
pharmaceutical active ingredients and intermediates, specialty performance chemicals inclusive of agricultural intermediates and
agricultural protection products (collectively, the “Business”);


 


Whereas,
the Business is organized into three principal segments: (i) Human Health; (ii) Pharmaceutical Ingredients; and (iii) Performance
Chemicals;


 


WHEREAS,
Parent, Sellers and certain other subsidiaries of Parent (the “Debtors”), are debtors and debtors in
possession under Title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (the “Bankruptcy Code”),
and filed voluntary petitions for relief (the “Filing”) under Chapter 11 of the Bankruptcy Code on February
19, 2019 (the “Petition Date”) in the United States Bankruptcy Court for the District of New Jersey (the “Bankruptcy
Court”), where such bankruptcy cases are administered under Case No. 19-13448 (the “Bankruptcy Case”);


 


Whereas,
Sellers desire to sell to Buyer all of the Purchased Assets, subject to the assumption by Buyer of the Assumed Liabilities (which
Purchased Assets and Assumed Liabilities generally comprise all or substantially all of the Pharma Business), and Buyer desires
to purchase from Sellers the Purchased Assets and assume the Assumed Liabilities, in each case, upon the terms and conditions hereinafter
set forth;


 


WHEREAS, the Parties
intend to effectuate the transactions contemplated hereby, including the purchase and sale of the Purchased Assets and the assumption
of the Assumed Liabilities (the “Asset Purchase”), pursuant to Section 363 of the Bankruptcy Code;


 


WHEREAS, the execution
and delivery of this Agreement and Sellers’ ability to consummate the transactions contemplated hereby are subject, among
other things, to consideration of Alternative Bids (if any) and the entry of the Sale Order pursuant to, inter alia, Sections
363 and 365 of the Bankruptcy Code;


 


WHEREAS, the Parties
desire to consummate the transactions contemplated hereby as promptly as practicable after the Bankruptcy Court enters the Sale
Order; and


 


WHEREAS, the Parties
desire to make certain representations, warranties, covenants and agreements specified herein.


 




    	 	 	 



     


    

 


NOW, THEREFORE, in
consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and intending to
be legally bound hereby, Buyer and Sellers hereby agree as follows:


 


ARTICLE
I

PURCHASE AND SALE


 


1.1          Purchased
Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell, transfer,
assign, convey and deliver to Buyer, and Buyer shall purchase, free and clear of all Liabilities and Liens (other than Liens created
by Buyer and the Permitted Liens), the right, title and interest of Sellers in, to or under the following properties and assets
of Sellers (herein collectively called the “Purchased Assets”):


 


(a)       all
Accounts Receivable of each Seller outstanding as of the Closing Date, including as set forth on Schedule 1.1(a);


 


(b)       to
the extent assignable pursuant to Sections 363 and 365 of the Bankruptcy Code, all rights, benefits and interests under the Contracts
listed or described on Schedule 1.1(b) (the “Assumed Contracts”);


 


(c)       to
the extent assignable pursuant to Sections 363 and 365 of the Bankruptcy Code, the Real Property Leases, and rights thereunder,
listed on Schedule 1.1(c) (such Real Property Leases, the “Assumed Real Property Leases”);


 


(d)       all
rights (including goodwill, if any) in and to the products that Sellers own or have an interest in, including as set forth on Schedule 1.1(d)
(the “Products”);


 


(e)       all
Product Registrations and the Regulatory Documentation (including applications that are in the process of being prepared by any
Sellers for Product Registrations);


 


(f)       the
equipment, machinery, forklifts, vehicles, fixtures, furniture, furnishings, signage, leasehold improvements and other tangible
personal property owned by each Seller as of the Closing Date that are (A) located on or at the Acquired Real Property and
held for, or used in, the Acquired Business and existing as of the Closing or (B) set forth on Schedule 1.1(f);


 


(g)       to
the extent assignable pursuant to Sections 363 and 365 of the Bankruptcy Code, all Governmental Authorizations (and all pending
applications therefor) of Sellers, including the Governmental Authorizations set forth on Schedule 1.1(g);


 


(h)       to
the extent assignable pursuant to Sections 363 and 365 of the Bankruptcy Code, all Intellectual Property that is owned or licensed
by each Seller and (A) primarily held for, or used in, the Acquired Business and existing as of the Closing, including all
operating and financial software, enterprise resource planning programming and licenses to use Sellers’ technology infrastructure,
or (B) set forth on Schedule 1.1(h), in each case, including all goodwill associated therewith;


 


(i)       all
Books and Records of the Acquired Business, except those: (i) relating primarily to any Excluded Asset or Excluded Liability;
(ii) relating to employees of Sellers who are not Transferred Employees; (iii) in connection with, to the extent not being assumed
by Buyer, any Proceeding, judgment or privilege of any nature available to or being pursued by or on behalf of, asserted against,
or otherwise involving any Seller, whether arising by counterclaim or otherwise, assumed pursuant to this Agreement, or (iv) that
Sellers are not permitted to transfer under applicable Law;


 




    	 	-2-	 



     


    

 


(j)       all
telephone and facsimile numbers, all rights to receive mail and other communications addressed to Sellers, and other directory
listings used in connection with the Acquired Business, to the extent assignable;


 


(k)       to
the extent assignable pursuant to Sections 363 and 365 of the Bankruptcy Code, the equipment leases listed or described on Schedule
1.1(k) (the “Assumed Equipment Leases” and together with the Assumed Contracts and Assumed Real Property
Leases, the “Buyer Assumed Agreements”);


 


(l)       all
rights of each Seller under non-disclosure or confidentiality, non-disparagement, non-compete, or non-solicitation agreements with
(i) the Transferred Employees or any employees of each Seller terminated within twelve (12) months prior to the Closing Date, (ii)
any agents of each Seller or with third parties, (iii) any other Person, in each case, related to the Acquired Business;


 


(m)      all
Prepaid Assets;


 


(n)       all
Inventory as of the Closing Date (including, for the avoidance of doubt, Qualified Inventory and Short-Dated Inventory), other
than as set forth in Section 1.2(s);


 


(o)       the
additional assets listed on Schedule 1.1(o);


 


(p)       all
rights, claims, causes of action, choses in action, rights of recovery and setoff rights relating to the Proceedings as set forth
on Schedule 1.1(p) (the “Assumed Proceedings”); and


 


(q)       all
goodwill associated with the Acquired Business as of the Closing Date that is not expressly referenced in Sections 1.1(a)
through 1.1(p).


 


1.2          Excluded
Assets. Notwithstanding the provisions of Section 1.1, nothing herein contained shall be deemed to sell, transfer,
assign or convey the Excluded Assets to Buyer, and Sellers shall retain all right, title and interest to, in and under the Excluded
Assets. For all purposes of and under this Agreement, the term “Excluded Assets” shall mean any right, title
or interest in, to or under any of the following assets:


 


(a)       all
Cash;


 


(b)       any
Contracts not listed or described on Schedule 1.1(b) (the “Excluded Contracts”);


 


(c)       any
lease of Leased Real Property, and rights thereunder, that is not a Buyer Assumed Agreement (the “Excluded Real Property
Leases”);


 


(d)       any
equipment leases not listed or described on Schedule 1.1(k) (the “Excluded Equipment Leases”);


 


(e)       all
shares of capital stock or other equity interest of each Seller or any securities convertible into, exchangeable, or exercisable
for shares of capital stock or other equity interest of each Seller and their respective Affiliates;


 


(f)       all
Organizational Documents, minute books, stock ledgers, member transfer books, corporate seals and stock certificates of each Seller
and other similar Books and Records that a Seller is required by Law to retain or that a Seller determines are necessary or advisable
to retain, including Tax Returns, financial statements and corporate or other entity filings;


 




    	 	-3-	 



     


    

 


(g)       all
Seller Benefit Plans and trusts or other assets attributable thereto, including, any assets, reserves, credits and service agreements,
and all documents created, filed or maintained in connection with such Seller Benefit Plans and any applicable insurance policies
related to such Seller Benefit Plans;


 


(h)      any
rights, claims or causes of action of each Seller under this Agreement or the Ancillary Documents, the Release and as set forth
on Schedule 1.2(h);


 


(i)       all
receivables (other than Accounts Receivables), claims or causes of action related primarily to any Excluded Asset or Excluded Liability,
including any such item to the extent arising under any guarantee, warranty, indemnity or similar right in favor of any Seller
in respect of any Excluded Asset or Excluded Liability;


 


(j)       all
refunds, credits and rebates of Taxes of Sellers;


 


(k)      all
insurance policies and binders, including any right, title and interest in Sellers’ directors and officers liability policies;


 


(l)       all
rights under insurance policies relating to claims for losses pending as of the Closing Date, including claims relating to any
Excluded Asset or Excluded Liability to the extent applicable;


 


(m)     all
rights, claims and causes of action relating to any Excluded Asset or any Excluded Liability, and any proceeds thereof;


 


(n)      all
post-petition adequate assurance deposits provided to utilities and any deposits provided to suppliers or service providers to
a Seller on a prepetition or post-petition basis;


 


(o)      all
avoidance actions (including any proceeds thereof), including, but not limited to, all claims or causes of action arising under
Sections 544 through 553 of the Bankruptcy Code or any analogous state law;


 


(p)      all
rights of Sellers under Contracts related to the Acquired Business that are not assigned to Buyer;


 


(q)      all
Intellectual Property owned or licensed by Sellers that is neither held for, nor used in, the Acquired Business, other than as
set forth on Schedule 1.1(h);


 


(r)       all
Intracompany Receivables;


 


(s)      all Inventory
that is expired as of the Agreement Date; and


 


(t)       all other
assets set forth on Schedule 1.2(t).


 


For the avoidance of doubt, no goodwill
or other intangible assets not expressly set forth in this Section 1.2 shall constitute “Excluded Assets.”


 


1.3          Assumed
Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Date, Buyer shall assume
and agree to pay, perform and discharge, when due (in accordance with its respective terms and subject to the respective conditions
thereof), the Assumed Liabilities. NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, BUYER SHALL NOT ASSUME, AND BUYER SHALL
NOT IN ANY MANNER BECOME LIABLE FOR, ANY LIABILITIES OR OBLIGATIONS OF SELLERS OF ANY KIND OR NATURE OTHER THAN THE ASSUMPTION
BY BUYERS OF THE ASSUMED LIABILITIES. The term “Assumed Liabilities” means, the Liabilities described in clauses
(a) through (h) of this Section 1.3, and only the Liabilities described in such clauses:


 




    	 	-4-	 



     


    

 


(a)       any
and all Liabilities of the Acquired Business arising under or to be performed under the Buyer Assumed Agreements and assumed Governmental
Authorizations to be performed on or after, or in respect of periods following, the Closing Date (including, for the avoidance
of doubt, performance of all executory obligations under the Buyer Assumed Agreements following the Closing Date), except to the
extent such Liabilities arise from the breach of or default by any Seller under any Buyer Assumed Agreements or assumed Governmental
Authorizations prior to, but were not asserted until after, the Closing Date (which Liabilities constitute Excluded Liabilities);


 


(b)       the
obligation to pay all amounts owed (and no other Liabilities) for goods or services received by each Seller in the Ordinary Course
of Business in respect of any trade, partner and vendor accounts payable due as of the Closing Date, but only to the extent incurred
in connection with the Buyer Assumed Agreements and up to $250,000 of other accounts payable, and excluding any amounts owed to professionals retained by an order of the Bankruptcy
Court under Section 327, 328, 1102 or 1103 of the Bankruptcy Code (such payables, the “Assumed Accounts Payable”);


 


(c)       all
Liabilities in the accounts set forth on Schedule 1.3(c) (the “Assumed Accrued Liabilities”) as of the Closing Date;


 


(d)       all
Taxes arising out of the conduct of the Acquired Business, ownership of the Purchased Assets or associated with the Transferred
Employees, in each case, attributable to periods (or portions thereof) beginning after the Closing Date as determined to be Buyer’s
responsibility pursuant to Section 6.9(a);


 


(e)       all
Liabilities arising on or after the Closing Date (except to the extent that such Liabilities arose from events, facts or occurrences,
that arose or existed prior to the Closing) with respect to the operations of the Acquired Business by Buyer, ownership of the
Purchased Assets by Buyer, or associated with the employment by Buyer of the Transferred Employees;


 


(f)       the
Chartwell Liability;


 


(g)       all
Liabilities with respect to the Assumed Proceedings; and


 


(h)       all
Cure Costs.


 


To the extent any Assumed Liability described
in clause (a) is allocable both to a pre-Closing and post-Closing period, the Assumed Liability shall only consist of the portion
thereof asserted on or before, or existing after, the Closing Date (and if such allocation is not readily subject to pro-rating
by measure of days, or other identifiable characteristic, Buyer and Sellers shall reasonably determine the allocation in good faith).


 


1.4          Excluded
Liabilities. Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume and shall not be obligated
to assume or be obliged to pay, perform or otherwise discharge any Liability of any Seller, and each Seller shall be solely and
exclusively liable with respect to all Liabilities of such Seller, other than the Assumed Liabilities (collectively, the “Excluded
Liabilities”). For the avoidance of doubt, the Excluded Liabilities with respect to each Seller include, but are not
limited to, the following:


 




    	 	-5-	 



     


    

 


(a)       any
Liability of such Seller, arising out of, or relating to, this Agreement, the Ancillary Documents, the Release or the transactions
contemplated hereby, whether incurred prior to, at or subsequent to the Closing Date, including all finder’s or broker’s
fees and expenses and any and all fees and expenses of any Representatives of such Seller;


 


(b)       other
than any Liability identified as an Assumed Liability in Sections 1.3(d), all Liabilities for (i) Taxes (or the non-payment
thereof) of, or imposed on, a Seller arising out of the conduct of the Acquired Business or ownership of the Purchased Assets,
or associated with the Transferred Employees, in each case, attributable to any Pre-Closing Tax Period or the portion of any Straddle
Period ending on the Closing Date (as determined pursuant to Section 6.9(a)), (ii) Taxes of Sellers that arise out of the
consummation of the transactions contemplated hereby, including all Transfer Taxes that are the responsibility of Sellers pursuant
to Section 6.9(c), (iii) Taxes (or the non-payment thereof) imposed on any Seller for all Tax periods, including, but not
limited to, (A) Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any Seller or any of its
Affiliates (or any predecessor of any of the foregoing) is or was a member on a day prior to the Closing Date, including pursuant
to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Laws, and (B) any and all Taxes
of any Person imposed on any Seller as a transferee or successor, by Contract or pursuant to any Law, and (iv) Taxes of any Seller
arising from or in connection with an Excluded Asset;


 


(c)       all
Liabilities of any Seller and its Affiliates to the extent arising out of, relating to or otherwise in respect of the ownership
or use of the Purchased Assets or the operation or the conduct of the Acquired Business prior to the Closing Date;


 


(d)       any
Liability incurred by such Seller or its respective directors, officers, managers, stockholders, members, partners, agents or employees
(acting in such capacities) after the Closing Date and then only to the extent attributable to the period of time after the Closing
Date;


 


(e)       all
Liabilities based on tortious or illegal conduct, regardless of when made or asserted, which arise out of, relate to or are otherwise
in respect of any express or implied representation, warranty, agreement or guarantee made by any Seller, or alleged to have been
made by any Seller, or which are imposed or asserted to be imposed by operation of any Law, in connection with any service performed
or product sold by or on behalf of any Seller, or any Proceeding seeking recovery for consequential or special damages, lost revenue
or income or any other form of damages;


 


(f)       all
Liabilities of any Seller arising out of (or in connection with) the employment by any Seller or other provision of services to
any Seller or the termination of such employment or services of any Person by any Seller at any time (including any such Liabilities
of any Affiliate), including all Liabilities related to any Seller Benefit Plans, programs, agreements and arrangements sponsored
or maintained by any Seller or any of their Affiliates or ERISA Affiliates and any wages or commissions, severance (including statutory
severance and benefits related to any acquired rights or similar protections under applicable Law), accrued payroll, paid-time-off,
accrued vacation, workers’ compensation, retention benefits, termination benefits, change in control benefits, other benefits,
and any other bonus or incentives, and all Liabilities with respect to COBRA or applicable state continuation coverage Laws;


 


(g)       any
Liability of such Seller relating to or arising out of an Excluded Asset;


 


(h)       the
Excluded Accrued Liabilities of such Seller, including but not limited to such accrued Liabilities as set forth on Schedule
1.4(h), but excluding, for the avoidance of doubt, the Assumed Accounts Payable and the Assumed Accrued Liabilities;


 




    	 	-6-	 



     


    

 


(i)       any
Liabilities related to the Acquired Business arising under Environmental Laws, including but not limited to such Liabilities as
set forth on Schedule 1.4(i);


 


(j)       all
checks and drafts that have been written or submitted by such Seller prior to the close of business on the Closing Date but have
not yet cleared;


 


(k)      other
than as specifically set forth herein, any Liability of such Seller under any Indebtedness, including Indebtedness under the Credit
Facility, any Indebtedness owed to any stockholder or other Affiliate of any such Seller, and any Contract evidencing any such
financing arrangement and the Indebtedness set forth on Schedule 1.4(k) (collectively, the “Existing Indebtedness”);


 


(l)       unless
asserted prior to Closing, all Liabilities under the Buyer Assumed Agreements that arise out of, relate to or are otherwise in
respect of Liabilities incurred prior to the Closing Date, or any event, state of facts, occurrence, non-occurrence, circumstance,
development or change that arose or existed, prior to the Closing Date, other than the Assumed Accounts Payable and the Assumed
Accrued Liabilities;


 


(m)     all
Proceedings against any Seller or any Person arising out of or caused by, directly or indirectly, any act or omission of any Seller,
or any of a Seller’s Representatives, occurring and asserted at any time on or before the Closing, including such Proceedings
listed or described on Schedule 1.4(m) and all automobile liability, workers’ compensation and general liability claims
(whether reported or incurred but not yet reported) arising before or relating to the period before, in either case asserted before,
the Closing Date;


 


(n)     any
and all claims relating to employee health and safety with respect to the Acquired Business, including claims for injury, sickness,
disease or death of any Person relating to or arising from the period prior to the Closing Date;


 


(o)     all
Liabilities relating to the cessation of benefits for each Transferred Employee under each Seller Benefit Plan, the termination
of participation in each Seller Benefit Plan and the distribution of all benefits accrued or payable thereunder to such Transferred
Employees, including any payment or benefit that could reasonably be characterized as a “parachute payment” within
the meaning of Section 280G of the Code, and the satisfaction of all obligations arising thereunder as contemplated by Section
6.3(a);


 


(p)      all
Liabilities of any Seller to any of its respective Affiliates;


 


(q)      all
Liabilities of any Seller to indemnify, reimburse or advance amounts to any officer, director, manager, employee or any other agent
of any Seller;


 


(r)      all
Liabilities for any distribution to any current or former, direct or indirect, equity holder of a Seller, to be made (or to have
been made) prior to, at or following the Closing, including in respect of (i) any part of the consideration received or to be received
hereunder, (ii) any misallocations with respect to the foregoing, (iii) operating profits or (iv) any matter or proceeds, whether
or not related to the foregoing;


 


(s)      any
and all accrued or accruing Liabilities of any Seller to be paid to any officer, director, manager, employee or other agent of
any Seller;


 


(t)      all
Liabilities arising out of or resulting from any Seller’s, or their respective Affiliate’s, compliance or non-compliance
with any Law or Governmental Order;


 




    	 	-7-	 



     


    

 


(u)       all
Liabilities of any Seller, that either (i) are existing on the Closing Date (other than the Assumed Liabilities) or (ii) arise
out of, or result from or relate to, any transaction entered into prior to or at the Closing Date which are imposed on Buyer or
any of its Affiliates as a result of or in connection with the transactions contemplated hereby;


 


(v)       all
Liabilities arising out of, relating to or otherwise in respect of claims by any customer of any Seller or any of their Affiliates
(whether by Contract or otherwise) based on any failure of a Seller or any of their Affiliates to supply such customer any goods
or services, provided, that for purposes of this Section 1.4(v), the term “Affiliates” shall only include Affiliates
of Sellers prior to the Closing Date; and


 


(w)       all
Intracompany Payables.


 


1.5          Assignments;
Cure Amounts.


 


(a)       Notwithstanding
anything to the contrary contained herein, Buyer reserves the right, in consultation with Sellers, to amend or supplement Schedules
1.1(b), 1.1(c) and 1.1(k) to add or delete any contracts or leases that are to be assigned at any time
prior to five (5) calendar days prior to the Sale Hearing (the “Assumption Deadline”), so long as (i) any
such contract or lease to be added to such schedules is not to be assumed or available to be assumed pursuant to any other
sale or transaction previously approved by the Bankruptcy Court in connection with the Bankruptcy Case, and is added to such
schedule(s) prior to the entry of any Order of the Bankruptcy Court approving the rejection of such contract or lease, and
subject to the party to such contract or lease receiving information evidencing Buyer’s adequate assurance of future
performance and having an opportunity to object within seven (7) calendar days or such other period of time set forth in an
Order of the Bankruptcy Court of the receipt of such information to the assignment of such contract or lease on the ground
that Buyer has not demonstrated adequate assurance of future performance of such contract or lease pursuant to Section 365 of
the Bankruptcy Code and (ii) with respect to any such contract or lease to be removed from such schedule, the Cure Cost for
such contract as of the date Buyer proposes to remove such contract, together with the Cure Costs for all other contracts and
leases removed from Schedule 1.5 (in each case, whether as set forth in Schedule 1.5 or as may be determined by the
Bankruptcy Court prior to the Assumption Deadline) is not more than 20% of the aggregate Cure Costs set forth on Schedule 1.5
as of the date hereof. Buyer further reserves the right, in consultation with Sellers, to amend or supplement Schedules
1.1(d), 1.1(f), 1.1(g), 1.1(h), 1.1(m) and 1.1(o) to add or delete any assets that are
to be assigned at any time prior to fifteen (15) calendar days after the Agreement Date, so long as any such assets to be
added to such schedules is not to be assumed or available to be assumed pursuant to any other sale or transaction previously
approved by the Bankruptcy Court in connection with the Bankruptcy Case and so long as any such assets to be deleted from
such schedules is subject to clause (ii) of the immediately preceding sentence. Buyer acknowledges and agrees that
there shall be no reduction in the Purchase Price if it elects to remove any Purchased
Assets from Schedules 1.1(b), 1.1(c), 1.1(d), 1.1(f), 1.1(g), 1.1(h), 1.1(k). 1.1(m)
and/or 1.1(o).  As of the Assumption Deadline, and regardless of whether any such agreements appeared on
the relevant schedules at any time prior thereto, any contracts (and only such contracts) listed on Schedule 1.1(b) as
of the Assumption Deadline (to the extent consistent with the prior sentence) shall be deemed an Assumed Contract, any
leases (and only such leases) listed on Schedule 1.1(c) as of the Assumption Deadline (to the extent consistent with
the prior sentence) shall be deemed an Assumed Real Property Lease, and any equipment leases (and only such equipment
leases) listed on Schedule 1.1(k) as of the Assumption Deadline (to the extent consistent with the prior sentence)
shall be deemed an Assumed Equipment Lease.  For the avoidance of doubt, to the extent any contract, real property
lease, or equipment lease that was listed on one of the relevant schedules is not listed thereon as of the Assumption
Deadline in accordance with this Section 1.5(a), such agreement shall not constitute an Assumed Contract, Assumed Real
Property Lease or Assumed Equipment Lease, respectively. Each Seller shall transfer and assign all Buyer Assumed Agreements
(that such Seller is a party thereto and to the extent assignable pursuant to Sections 363 and 365 of the Bankruptcy Code) to
Buyer, and Buyer shall assume all Buyer Assumed Agreements from a Seller that is a party thereto, as of the Assumption
Deadline pursuant to Section 365 of the Bankruptcy Code and the Sale Order.  In connection with and as a prerequisite to
such assignment and assumption, Buyer shall pay in full all costs (as determined by such Seller that is party thereto (i)
based on the Books and Records of such Seller, (ii) based on a written agreement between Buyer and a counterparty to a Buyer
Assumed Agreement or (iii) as otherwise determined by the Bankruptcy Court) to cure all defaults under such Buyer Assumed
Agreements to the extent required by Section 365(b) of the Bankruptcy Code (such amounts, the “Cure
Costs”) and Sellers and their Affiliates shall have no Liability therefor. The Cure Costs for each Buyer Assumed
Agreement are set forth opposite the name of each Buyer Assumed Agreement set forth on Schedule 1.5 (as amended by any
Schedule supplements pursuant to the first sentence of this Section 1.5(a)). Buyer shall have the right to negotiate
all Cure Costs; provided that Buyer keeps Sellers reasonably informed of the progress and substance of all such
negotiations. To the extent that the Cure Costs for any Buyer Assumed Agreement are determined by the Bankruptcy Court to be
amounts higher than the amounts listed on Schedule 1.5, Buyer shall be fully responsible to pay such higher Cure
Costs.


 




    	 	-8-	 



     


    

 


(b)       The
Sale Order shall provide that as of the Closing, each Seller shall assign to Buyer the Buyer Assumed Agreements to which it is
a party, with each Buyer Assumed Agreement identified by its name and date (if available), the other party to such Buyer Assumed
Agreement and the address of such party for notice purposes, all included on one or more exhibit(s) attached to either the motion
filed in connection with the Sale Order or one or more motion(s) or notice(s) regarding such Seller’s intention to have such
Buyer Assumed Agreement assumed by and assigned to Buyer. Such exhibit(s) shall also (i) set forth the Cure Costs (if any) necessary
to cure any defaults under each Buyer Assumed Agreement, and (ii) delineate a procedure for transferring to Buyer the rights
to any Prepaid Assets in the form of cash or letters of credit on deposit with the other party to any Assumed Real Property Lease.


 


(c)       In
the case of licenses, certificates, approvals, authorizations, leases, Contracts and other commitments included in the Purchased
Assets that cannot be transferred or assigned effectively without the consent of third parties (after giving effect to the Sale
Order and the Bankruptcy Code), Sellers shall, at Buyer’s sole cost and expense, paid in advance, subject to any approval
of the Bankruptcy Court that may be required and the terms set forth in Section 6.4, cooperate with Buyer in endeavoring
to obtain such consent and this Agreement shall not operate as an assignment thereof in violation of any such license, certificate,
approval, authorization, Real Property Lease, Contract or other commitment. For the avoidance of doubt, Sellers shall not be obligated
to pay any consideration to any third party from whom consent or approval is requested or otherwise incur any out of pocket costs
or expenses, or to initiate any litigation or Proceedings to obtain any such consent or approval.


 


1.6          Bulk
Sales Laws.


 


(a)       Pursuant
to Section 363(f) of the Bankruptcy Code, the transfer of the Purchased Assets shall be free and clear of any and all Liens and
Liabilities in the Purchased Assets (other than Permitted Liens), including any Lien or claims arising out of any bulk transfer
Laws and the Parties shall take such steps as may be necessary or appropriate to so provide in the Sale Order. Notwithstanding
the foregoing, provided that Sellers’ representations and warranties in Section 3.11 are true and correct and subject
to Section 1.6(b), Buyer and Sellers hereby agree to waive compliance with the requirements and provisions of Article 6
of the Uniform Commercial Code as adopted in any jurisdiction that may be applicable with respect to the sale to Buyer of any or
all of the Acquired Business, the Products or the Purchased Assets.


 




    	 	-9-	 



     


    

 


(b)       Notwithstanding
Section 1.6(a), within five (5) calendar days after the execution of this Agreement, Buyer shall provide Rising with a copy
of its proposed New Jersey Form C-9600 – Notification of Sale, Transfer, or Assignment in Bulk (the “Form C-9600”)
for Rising’s review and approval. Buyer shall incorporate any reasonable comments received from Rising within five (5) calendar
days from Buyer’s delivery of its proposed Form C-9600 to Rising; provided, however, the Parties agree that
such Form C-9600 shall include and specifically identify each Seller and each Seller’s New Jersey tax identification number
(if any). Buyer shall be responsible for filing such Form C-9600, together with an executed copy of this Agreement, with the New
Jersey Department of Treasury, Division of Taxation, Bulk Sales Unit (the “Department”) within three (3) calendar
days after receiving Sellers’ comments. Subsequent to such filing, Sellers shall have the right to negotiate directly with
the Department as to the amount of the Tax Escrow (as defined below), as well as the ultimate tax liability of any Seller to the
State of New Jersey, including right to file a New Jersey Form TTD – Asset Transfer Tax Declaration (the “Declaration”).
The parties shall cooperate in good faith to respond to any inquiries from, or requests for information from the Department arising
in connection with the filing of the Form C-9600 or the Declaration. If the Department notifies Buyer that an amount of the Purchase
Price, including a Seller’s estimated New Jersey tax liability in connection with the transactions contemplated by this Agreement,
is required by the Department to be escrowed at the Closing by Buyer (the “Tax Escrow”), such amount shall be
withheld from the Purchase Price at Closing by Buyer. After the Closing, any portion of the Tax Escrow that is finally determined
to be properly due and owed by a Seller to the Department shall be paid by Buyer to the Department from the Tax Escrow, and all
other remaining funds in the Tax Escrow shall be promptly disbursed by Buyer to such Seller in accordance with written allocation
instructions theretofore received from and executed by such Seller. In the event that the Department determines that the Tax Escrow
is not sufficient to satisfy all outstanding amounts required to be paid to such Department pursuant to the applicable jurisdiction’s
bulk sale law, Sellers agree, jointly and severally, to pay to the Department any further amount necessary to satisfy the Department’s
determination.


 


1.7          Inventory.
No earlier than four (4) Business Days and no later than two (2) Business Days prior to the Closing, a physical count of the
Inventory that is in the possession of a Seller, including Qualified Inventory and Short-Dated Inventory, and a count of the
Inventory that is in transit to or from a Seller, vendor, customer or supplier, in each case, as of the Closing Date (the
“Inventory Count”), will be taken and completed by the employees of Sellers in accordance with past
practices and commercially reasonable procedures, subject to the supervision of Buyer and its accountants (such date of
completion, the “Inventory Count Date”). A list of such Inventory, including the location, the expiration
date, the amount thereof and the aggregate value of the amount of such Qualified Inventory, calculated in accordance with
the immediately preceding sentence (the “Qualified Inventory Amount”), shall be acknowledged in writing
by Sellers and Buyer at the Closing (the “Inventory Acknowledgment”).


 


ARTICLE
II

PURCHASE PRICE


 


2.1          Purchase
Price. The aggregate consideration for the Purchased Assets (the “Purchase Price”) shall be the sum of
the following:


 


(a)       the
Good Faith Deposit; plus


 


(b)       the
sum of $12,306,304.36 (the “Cash Balance”); plus


 


(c)       the
Seller Credit as set forth on Schedule 2.2(a); plus


 


(d)       a
reduction of the Deferred Payment Amount (as defined in that certain Product Purchase Agreement, dated as of November 2, 2016,
by and among Parent and the other parties thereto (the “Citron PPA”)) due and owing from Sellers equal to $2,000,000
(the “Deferred Payment Reduction”); plus


 


(e)       the
assumption by Buyer of the Assumed Liabilities.


 




    	 	-10-	 



     


    

 


2.2          Closing
Date Payment. At the Closing, Buyer shall satisfy the Purchase Price as follows:


 


(a)       Buyer
shall cause Sellers to receive a waiver (the “Seller Credits Waiver”) (i) of such amounts due and owing from
Sellers as set forth on Schedule 2.2(a) (the “Seller Credit”) and (ii) in respect of the Deferred Payment
Reduction;


 


(b)       Buyer
shall assume the Assumed Liabilities (for the avoidance of doubt, including the Cure Costs); provided, that to the extent
any such Assumed Liabilities are able to be satisfied at Closing, without preventing the transfer of the Purchased Assets or the
assumption of the Assumed Liabilities, Buyer shall satisfy such Assumed Liabilities either at Closing or, in Buyer’s sole
discretion, in the Ordinary Course of Business (with any deferral at Closing that is made with the consent of the counter-party
and that results in a reduction of payment after Closing inuring to the benefit of Buyer, subject to Section 1.5(a)); provided,
further, Buyer shall pay directly to the obligees identified on Schedule 1.5 the Cure Costs (subject to Section
1.5(a)) required to be paid at Closing;


 


(c)       Buyer
shall take any actions necessary to ensure that the Good Faith Deposit is paid over to Sellers pursuant to Section 2.3,
including providing a written instruction to the Escrow Agent to transfer to Sellers the Good Faith Deposit by wire transfer of
immediately available funds into the account(s) designated in writing by Rising;


 


(d)       Buyer
shall pay the Tax Escrow to the Escrow Agent, by wire transfer of immediately available funds, as security for any amounts owed
pursuant to Section 1.6, and such amount shall be held by the Escrow Agent pursuant to the terms and conditions of the Escrow
Agreement; and


 


(e)       Buyer
shall deliver, via wire transfer of immediately available funds into the account(s) designated in writing by Rising, an amount
equal to the Cash Balance, as reduced by the amount paid by Buyer pursuant to Section 2.2(d).


 


2.3          Good Faith
Deposit. Contemporaneously with the execution of this Agreement, but in no event later than 4:00 p.m. New York City
Time on March 7, 2019, Buyer shall deposit into an escrow account (the “Good Faith Deposit Escrow”) at Bank
of America, N.A. maintained by Lowenstein Sandler LLP, counsel to Sellers (the “Good Faith Deposit Escrow Holder”),
an amount equal to $2,690,000 (the “Good Faith Deposit”) in immediately available funds. Following the execution
of this Agreement by the Parties, other than upon termination of this Agreement by Sellers pursuant to Section 8.1(b) (in
the event that the Closing does not occur on or prior to the End Date solely as a result of Buyer’s material breach of its
obligations under this Agreement) or Section 8.1(d), in which cases, the Good Faith Deposit shall be nonrefundable and paid
to Sellers pursuant to the terms of this Section 2.3, the Good Faith Deposit shall be refunded to Buyer upon the termination
of this Agreement for any reason, including pursuant to Section 8.1. At the Closing, the Good Faith Deposit (and any interest
or income accrued thereon) shall be paid over to Sellers by the Good Faith Deposit Escrow Holder and upon such payment, the Good
Faith Deposit shall be credited and applied toward payment of the Purchase Price (and such interest thereon shall reduce the amount
of the Cash Balance). In the event the Good Faith Deposit becomes nonrefundable as provided herein before the Closing by reason
of Sellers terminating this Agreement pursuant to Section 8.1(b) (in the event that the Closing does not occur on or prior
to the End Date solely as a result of Buyer’s material breach of its obligations under this Agreement) or Section 8.1(d),
the Good Faith Deposit Escrow Holder shall immediately disburse the Good Faith Deposit and all interest or income accrued thereon
to Sellers to be retained by Sellers for their own account. Sellers’ retention of the Good Faith Deposit pursuant to the
preceding sentence shall constitute liquidated damages and shall be the exclusive remedies available to Sellers in the event of
such termination by Sellers. If the transactions contemplated by this Agreement terminate in accordance with the termination provisions
hereof for any reason other than by Sellers pursuant to Section 8.1(b) (in the event that the Closing does not occur on
or prior to the End Date as a result of Buyer’s material breach of its obligations under this Agreement) or Section 8.1(d)
before the Sale Order is entered by the Bankruptcy Court, the Good Faith Deposit Escrow Holder shall, subject to Section 8.1,
return to Buyer the Good Faith Deposit (together with all income or interest accrued thereon), within three (3) Business Days after
this Agreement is so terminated. The Parties hereto agree that, prior to the earliest of (i) application of the Good Faith Deposit
against the payment of the Purchase Price, (ii) the Good Faith Deposit becoming nonrefundable as provided herein before the Closing
by reason of Sellers terminating this Agreement pursuant to Section 8.1(b) (in the event that the Closing does not occur
on or prior to the End Date as a result of Buyer’s material breach of its obligations under this Agreement) or Section
8.1(d) or (iii) the return of the Good Faith Deposit to Buyer under the provisions of this Section 2.3, the Good Faith
Deposit shall be treated for federal, and applicable state and local, income Tax purposes as owned by Buyer.


 




    	 	-11-	 



     


    

 


2.4          Allocation
of Purchase Price. 


 


(a)       Within
one hundred and twenty (120) calendar days following the Closing, Buyer shall provide to Rising an allocation of the Purchase Price
(and all other capitalized costs) and any other amounts treated as purchase price for tax purposes, among the Purchased Assets
(the “Allocation Statement”). Such allocation shall be made pursuant to Code Section 1060 and the Treasury Regulations
thereunder (and any similar provision of state, local or non-U.S. Law, as appropriate). If, within thirty (30) calendar days of
Rising’s receipt of Buyer’s proposed allocation, Rising does not deliver to Buyer a written notice (an “Allocation
Objection Notice”) of any objections that it has to such allocation, Buyer’s proposed allocation on such Allocation
Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement;
provided, that the Allocation Statement shall be subject to amendment as a result of any adjustment to the Purchase Price
under this Agreement in a manner consistent with the allocation agreed upon and the “residual method” of allocation
as described in Section 1060 of the Code and the Treasury Regulations thereunder. If Rising timely delivers to Buyer within
such thirty (30) calendar day period an Allocation Objection Notice, then Rising and Buyer shall work together in good faith to
resolve the disputed items. If Rising and Buyer are unable to resolve all of the disputed items within thirty (30) calendar days
of Buyer’s receipt of the Allocation Objection Notice (or such later date as Rising and Buyer may agree), then Rising and
Buyer shall refer the disputed items for resolution by the Accounting Firm. Promptly, but no later than twenty (20) calendar days
after acceptance of its appointment, the Accounting Firm shall determine (it being understood that in making such determination,
the Accounting Firm shall be functioning as an expert and not as an arbitrator) only those issues in dispute and shall render a
written report as to the resolution of those issues in dispute, which shall be conclusive and binding on the Parties. In resolving
any disputed item, the Accounting Firm (x) shall be bound by the provisions of this Section 2.4 and (y) may not assign a
value to any item greater than the greatest value for such items claimed by either Party or less than the smallest value for such
items claimed by either Party or include in its computation any item not included in the computation provided by either Party.
The Party (either Buyer, on the one hand, or Rising on behalf of Sellers, on the other hand) whose determination of the amount
of the disputed items (in the aggregate) was farthest from the final determination of such disputed items by the Accounting Firm
shall bear the fees and expenses of the Accounting Firm plus any out-of-pocket expenses (including attorneys’ and accountants’
fees) of the Party whose determination of such items was closest to the final determination by the Accounting Firm. If the determination
of such items by the Accounting Firm is equidistant between the determinations of the parties, the fees of the Accounting Firm
shall be borne equally by Buyer, on the one hand, and Sellers, on the other hand, and each of Buyer, on the one hand, and Sellers,
on the other hand, shall bear the cost of their own out-of-pocket expenses.


 


(b)       Sellers
and Buyer agree that the allocation of Purchase Price (and all other capitalized costs) and any other amounts treated as purchase
price for tax purposes as finally determined under this Section 2.4 shall be binding on all Parties, and that Sellers and
Buyer shall (and shall cause their Affiliates to) report, act and file Tax Returns (including, but not limited to Internal Revenue
Service Form 8594) in all respects and for all purposes consistent with such allocation.  In the event that any allocations
set forth in this Section 2.4 are disputed by any Taxing Authority, the Party receiving notice of such dispute shall promptly
notify and consult with the other Party concerning the resolution of such dispute, and shall use reasonable best efforts to contest
such dispute in a manner consistent with the allocations as finally determined pursuant to this Section 2.4. Neither Sellers
nor Buyer shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such allocations unless
otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code).


 




    	 	-12-	 



     


    

 


2.5          Closing
Date. Upon the terms and conditions set forth in this Agreement, the consummation of the transactions contemplated by this
Agreement (the “Closing”) shall take place at the offices of Lowenstein Sandler LLP, 1251 Avenue of the Americas,
New York, New York 10020, at 10:00 a.m. local time on the second Business Day following the calendar day on which the last of
the conditions set forth in ARTICLE VII are satisfied or waived (other than those conditions that by their nature are to
be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions in accordance with this Agreement),
or at such other place or time as Buyer and Rising may agree in writing. The close of business on the date on which the Closing
actually occurs is referred to as the “Closing Date.”


 


2.6          Deliveries
of Buyer.


 


At or prior to the Closing,
Buyer shall:


 


(a)         satisfy
the Purchase Price in accordance with Section 2.2; and


 


(b)         deliver
to Sellers:


 


(i)       the
Assignment and Assumption Agreement, the Assignment and Assumption of Leases, the Escrow Agreement and each other Ancillary Document
to which Buyer is a party, each dated as of the Closing Date and duly executed by Buyer (and in the case of the Escrow Agreement,
duly executed by the Escrow Agent);


 


(ii)       letters
to the FDA acknowledging acceptance of the Product Registrations, and related FDA Forms 356h;


 


(iii)      the
Seller Credits Waiver, dated as of the Closing Date and duly executed by Vimal Kavuru, in his capacity as agent pursuant to the
Citron PPA;


 


(iv)       the
following resale certificates for sales tax purposes: (A) New Jersey ST-3 Resale Certificate, (B) Ohio STEC U Sales and Use Tax
Unit Exemption Certificate and (C) Tennessee Rv-F1300701, Tennessee Sales and Use Tax Blanket Certificate of Resale;


 


(v)       the
executed non-competition agreements with certain employees of Sellers pursuant to Section 6.3(e);


 


(vi)       to
the extent not delivered as of the Agreement Date, a mutual release of certain claims (the “Release”), duly
executed and delivered by Buyer’s Affiliates, as applicable, dated as of the Agreement Date and effective in accordance with
its terms;


 


(vii)      the
termination of that certain transition services agreement and administrative services agreement, each pursuant to the Citron PPA
(the “Citron Agreements”), delivered by Buyer’s Affiliates, as applicable; and


 


(viii)     the
officer’s certificate required to be delivered pursuant to Section 7.2(c).


 




    	 	-13-	 



     


    

 


2.7          Deliveries
of Sellers.


 


At or prior to the Closing,
Sellers shall deliver to Buyer the following:


 


(a)       the
Bill of Sale, the Assignment and Assumption Agreement, the Escrow Agreement and each other Ancillary Document to which a Seller
is a party, dated as of the Closing Date and duly executed by each Seller, as applicable (and in the case of the Escrow Agreement,
duly executed by the Escrow Agent);


 


(b)       instruments
of assignment of the Registered Intellectual Property (the “Assignment of Intellectual Property”) that are owned
by a Seller, as applicable and included in the Purchased Assets, if any, dated as of the Closing Date, duly executed by such Seller,
in form reasonably acceptable to Buyer;


 


(c)       a
copy of the final Sale Order;


 


(d)       the
officer’s certificates required to be delivered pursuant to Section 7.3(c);


 


(e)       each
Seller will have delivered to Buyer a certificate dated as of the Closing Date executed by the Secretary of such Person certifying
(a) the Organizational Documents of such Person, (b) resolutions duly adopted by the board of directors (or committee thereof,
as applicable) or similar governing body (the “Board”) of such Person approving the execution, delivery and
performance of this Agreement and the instruments required to be executed and delivered pursuant hereto, including the Escrow Agreement
and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated by this Agreement, and
that such resolutions have not been amended and remain in full force and effect and (c) as to the incumbency of each signatory
of such Person to this Agreement and the instruments required to be executed and delivered pursuant hereto;


 


(f)       letters
to the FDA and related FDA Forms 356h with respect to the Product Registrations owned by Sellers, in form and substance acceptable
to Buyer;


 


(g)       a
good standing certificate or the equivalent for each Seller, dated no earlier than ten (10) calendar days before the Closing Date,
from the applicable jurisdiction of incorporation or formation and from each other jurisdiction in which each Seller is qualified
to do business as a foreign entity;


 


(h)       (i)
with respect to each Seller that is not a disregarded entity (as defined for purposes of Treasury Regulations Section 1.1445-2(b)(2)(iii)),
a statement from such Seller, dated as of the Closing Date prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2)
of the Code certifying such Seller’s non-foreign status for purposes of Section 1445 of the Code; and (ii) with respect to
each Seller that is a disregarded entity (as defined for purposes of Treasury Regulations Section 1.1445-2(b)(2)(iii)), a statement
from the Person treated for federal income Tax purposes as the owner of such Seller, dated as of the Closing Date and in form reasonably
satisfactory to Buyer, certifying (A) such Seller’s status as a disregarded entity (as defined for purposes of Treasury Regulations
Section 1.1445-2(b)(2)(iii)) whose separate existence from such Person is disregarded and (B) such Person’s non-foreign status
for purposes of Section 1445 of the Code;


 




    	 	-14-	 



     


    

 


(i)       instruments
of assignment and assumption of the Assumed Real Property Leases, dated as of the Closing Date, in form reasonably acceptable to
the Parties (the “Assignment and Assumption of Leases”), duly executed by the applicable Seller, in form reasonably
acceptable to Buyer, and any other related documentation or instruments necessary for the conveyance of any Assumed Real Property
Lease;


 


(j)       the
release and assignment with respect to the Transferred Employees contemplated by Section 6.3(a);


 


(k)       the
executed Inventory Acknowledgement, certifying the Inventory Count shall have taken place in accordance with Section 1.7;


 


(l)       a
written acknowledgment of Sellers receipt of the Sellers Credits Waiver duly executed by Sellers;


 


(m)       to
the extent not delivered as of the Agreement Date, the Release, duly executed and delivered by Parent and certain Sellers dated
as of the Agreement Date and effective in accordance with its terms;


 


(n)       the
termination of the Citron Agreements, duly executed by Parent and Sellers, as applicable;


 


(o)       possession
of the Books and Records and Regulatory Documentation, in each case, that is included in the Purchased Assets, and the other Purchased
Assets, provided that delivery to Buyer shall not be required of any Purchased Assets already located at any of the premises covered
by the Real Property Leases included in the Purchased Assets; and


 


(p)       such
other bills of sale, deeds, endorsements, assignments and instruments of conveyance and transfer, dated as of the Closing Date
and in form reasonably satisfactory to Buyer, as Buyer may reasonably request to vest in Buyer all the right, title and interest
of Sellers in, to or under any or all of the Purchased Assets.


 


ARTICLE
III

REPRESENTATIONS AND WARRANTIES OF SELLERS


 


As an inducement to
Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, except (a) as disclosed in any form,
document or report publicly filed with or publicly furnished to the U.S. Securities and Exchange Commission (the “SEC”)
by Parent or any of its Subsidiaries, during the period from July 1, 2016 to the Agreement Date (excluding any disclosures set
forth in any “risk factors,” “forward-looking statements” or “market risk” sections to the
extent they are cautionary, predictive or forward-looking in nature) (collectively, the “Parent SEC Disclosures”),
(b) as disclosed in any Bankruptcy Court filings by Parent or any of its Subsidiaries or (b) as disclosed in the disclosure schedule
delivered by Sellers to Buyer concurrently with the execution of this Agreement (the “Sellers Disclosure Schedule”)
each Seller, jointly and severally, represents and warrants to Buyer as follows:


 


3.1       Organization.
Such Seller is a legal entity duly formed, validly existing and in good standing under the laws of the jurisdiction in which it
was formed. Section 3.1 of the Sellers Disclosure Schedule sets forth the name of such Seller, and the jurisdiction in
which it is formed, the jurisdictions, if any, in which it is qualified to do business as of the Agreement Date. Subject to the
limitations imposed on such Seller as a result of having filed a petition for relief under the Bankruptcy Code, such Seller has
full power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted
in the Acquired Business, except where the failure to have such power or authority would not reasonably be expected to be material
to the Acquired Business, taken as a whole. Such Seller has delivered or made available to Buyer true, correct and complete copies
of its Organizational Documents, in each case, as amended and or restated and in effect on the Agreement Date. Such Seller is
not in violation of any of the provisions of its Organizational Documents.


 




    	 	-15-	 



     


    

 


3.2          Authority
Relative to this Agreement; Consents and Approvals; No Violation.


 


(a)       Such
Seller has the full power and authority to execute and deliver this Agreement and the Ancillary Documents and, subject to the entry
of the Sale Order and such other authorization as is required by the Bankruptcy Code, perform its obligations under and consummate
the transactions contemplated by this Agreement, including the Asset Purchase. The execution, delivery and performance by such
Seller of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated by this Agreement, including
the Asset Purchase, have been duly and validly authorized by such Seller’s Board (or a committee thereof) and no other actions
on the part of such Seller, subject to the entry of the Sale Order and such other authorization as is required by the Bankruptcy
Code, are necessary to authorize the execution and delivery by such Seller of this Agreement and the Ancillary Documents or the
consummation of the transactions contemplated by this Agreement, including the Asset Purchase. This Agreement and the Ancillary
Documents have been duly and validly executed and delivered by such Seller and, assuming this Agreement and the Ancillary Documents
constitute the legal, valid and binding agreement of Buyer, this Agreement and the Ancillary Documents constitute, subject to Alternative
Bids (if any), the entry of the Sale Order and such other authorization as is required by the Bankruptcy Code, the legal, valid
and binding agreement of such Seller and are enforceable against such Seller in accordance with their terms, except as and to the
extent that such validity and enforceability may be limited by equitable principles of general applicability (whether considered
in a proceeding at law or in equity) (the “Enforceability Exceptions”).


 


(b)       Other
than in connection with or in compliance with (i) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
rules and regulations promulgated thereunder (the “HSR Act”), (ii) the approvals set forth in Section 3.2(b)
of the Sellers Disclosure Schedule (covering the applicable Laws or other legal restraints of foreign countries designed to govern
competition or trade regulation or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint
of trade (collectively, “Antitrust Laws”)) and (iii) the Sale Order (clauses (i) through (iii), collectively,
the “Transaction Approvals”), and subject to the accuracy of Buyer’s representations and warranties set
forth in Section 5.2(b), no authorization, consent, order, license, permit or approval of, or registration, declaration,
notice or filing with, any Governmental Entity is required to be made or obtained under applicable Law for the consummation by
such Seller of the transactions contemplated hereby, except for such authorizations, consents, orders, licenses, permits, approvals,
registrations, declarations, notices and filings that are not required to be made or obtained prior to the consummation of such
transactions or that the failure to make or obtain would not, in the case of this Section 3.2(b), reasonably be expected
to be material to the Acquired Business, taken as a whole.


 


(c)       Except
as set forth in Section 3.2(c) of the Sellers Disclosure Schedule (the “Consents”), the execution and
delivery by such Seller of this Agreement and the Ancillary Documents do not, and (assuming the Transaction Approvals are obtained
and after giving effect to the Sale Order and such other authorization as is required by the Bankruptcy Code) the consummation
of the transactions contemplated hereby and compliance with the provisions hereof will not, (i) require any consent or approval
under, violate, conflict with, result in any breach of or any Loss of any benefit under, constitute an impermissible change of
control or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration
or cancellation of, or result in the creation of a Lien (other than Permitted Liens) upon any of the Purchased Assets pursuant
to, any Contract to which such Seller is a party or by which such Seller or any of the Purchased Assets are bound, (ii) conflict
with or result in any violation of any provision of the Organizational Documents of such Seller or (iii) conflict with or violate
any applicable Laws.


 




    	 	-16-	 



     


    

 


3.3          Financial
Statements. Sellers have made available to Buyer copies of (a) the audited balance sheet of the Acquired Business as of June
30, 2018 (the “Most Recent Balance Sheet”), and the related audited income statement and audited statement
of cash flows for the twelve month period ended June 30, 2018, together with the accompanying notes thereto, and (b) the unaudited
balance sheet of the Acquired Business as of December 31, 2018 and the related unaudited income statement and statement of cash
flows for the six (6) month period ended December 31, 2018, together with the accompanying notes thereto (collectively, the “Financial
Statements”). Each of the Financial Statements has been prepared in all material respects in conformity with U.S. generally
accepted accounting principles (“GAAP”) (except as permitted by the SEC in connection with financial statements prepared
on a carve-out basis) applied on a consistent basis during the periods involved (except as may be indicated therein or in the
notes thereto), and presents fairly in all material respects the consolidated financial position, results of operations and cash
flows of the Acquired Business as at the dates and for the periods indicated therein.


 


3.4          Compliance
with Law; Permits.


 


(a)       Except
as would not reasonably be expected to be material to the Acquired Business, taken as a whole, or as set forth in Section 3.4(a)
of the Sellers Disclosure Schedule, such Seller is, and since January 1, 2016 has been, in compliance with all applicable federal,
state, local and foreign laws, statutes, ordinances, rules, regulations, judgments, orders, injunctions, decrees or agency requirements
of Governmental Entities (collectively, “Laws” and each, a “Law”) applicable to the Purchased
Assets or the operation of the Acquired Business. Except as would not reasonably be expected to be material to the Acquired Business,
taken as a whole, since January 1, 2016, such Seller has not received any written notice from any Governmental Entity regarding
any actual or alleged failure to comply with any Law applicable to the Purchased Assets or the operation of the Acquired Business.


 


(b)       Except
as would not reasonably be expected to be material to the Acquired Business, taken as a whole and subject to the limitations imposed
on Sellers as a result of having filed a petition for relief under the Bankruptcy Code, such Seller holds or licenses all Governmental
Authorizations necessary for such Seller to own, lease and operate its applicable Purchased Assets, and to carry on and operate
the Acquired Business as currently conducted. Section 3.4(b) of the Sellers Disclosure Schedule sets forth a true, correct
and complete list of all material Governmental Authorizations held by each Seller.


 


(c)       Such
Seller (i) has instituted policies and procedures designed to ensure compliance with the Bribery Legislation Laws in each jurisdiction
in which such Seller operates, and (ii) has maintained such policies and procedures in force. Such Seller, and to the knowledge
of such Seller, its Representatives are in, and have for the past three (3) years been in compliance, in all material respects
with the Bribery Legislation Laws of any jurisdictions that are applicable to such Seller and its Representatives, in connection
with the Acquired Business. Such Seller and, to the knowledge of such Seller, its Representatives have not paid, offered or promised
to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value to any national, provincial,
municipal or other government official or any political party or candidate for political office for the purpose of corruptly influencing
any act or decision of such official or of any government to obtain or retain business, or direct business to any Person or to
secure any other improper benefit or advantage, in each case, in violation in any material respect of the Bribery Legislation Laws
of any jurisdictions that are applicable to such Seller and its Representatives in connection with the Acquired Business.


 


(d)       Such
Seller has instituted policies and procedures designed to ensure compliance with all International Trade Laws and Foreign International
Trade Laws applicable to such Seller and the Acquired Business and has maintained such policies and procedures in force. Such Seller
is and for the past three (3) years has been in compliance in all material respects with all International Trade Laws and Foreign
International Trade Laws applicable to such Seller and the Acquired Business. Such Seller has not, within the last year, received
any written notice from any Governmental Entity of any actual or potential violation or failure to comply with any International
Trade Laws and Foreign International Trade Laws. No licenses or other authorizations are required under any International Trade
Laws or Foreign International Trade Laws for the operation of the Acquired Business as currently conducted, except for such licenses
or other authorizations that the failure to obtain would not reasonably be expected to be material to the Acquired Business, taken
as a whole.


 




    	 	-17-	 



     


    

 


3.5          Environmental
Matters. Except as would not reasonably be expected to be material to the Acquired Business, taken as a whole, or as set forth
in Section 3.5 of the Sellers Disclosure Schedule, (a) such Seller is, to such Seller’s knowledge, in compliance
with applicable Environmental Laws, and each has currently and at all relevant times had, all Environmental Permits necessary
for the conduct and operation of the Acquired Business and (b) all such Environmental Permits are in full force and effect, (c)
since January 1, 2016, such Seller has not received any written notice, demand, letter or claim alleging that such Seller is in
violation of, or liable under, any Environmental Law and any past noncompliance with Environmental Laws or Environmental Permits
has been resolved without any pending, ongoing or future obligation, cost or liability, (d) to the knowledge of such Seller, no
portion of any Real Property formerly owned by such Seller, any Leased Real Property or any Real Property formerly leased by such
Seller, is listed on the National Priorities List under CERCLA, the Comprehensive Environmental Response, Compensation and Liability
Information System List or any similar state or foreign list of sites requiring environmental investigation or remediation under
any Environmental Law, (e) such Seller, nor to the knowledge of such Seller, any other Person, has generated, disposed of, released
or placed any Hazardous Materials on, under or at any Leased Real Property or any Real Property formerly owned or leased by such
Seller, (f) such Seller has not disposed of, released, placed or arranged for the transportation or disposal of any Hazardous
Materials on, under or at any other location, including third party disposal facilities and locations used or operated by such
Seller, and (g) such Seller is not subject to any judgment, decree or judicial order relating to compliance with Environmental
Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous
Materials. As used in this Section 3.5, the term “release” or “released” means any spilling, leaking,
pumping, pouring, emitting, emptying, discharging, migrating, injecting, escaping, leaching, dumping or disposing of Hazardous
Material into the environment.


 


3.6          Employee
Benefit Plans.


 


(a)       Section
3.6(a) of the Sellers Disclosure Schedule sets forth a correct and complete list, as of the Agreement Date, of each Seller
Benefit Plan. With respect to each Seller Benefit Plan, to the extent applicable, correct and complete copies of the following
have been delivered or made available to Buyer by Sellers: (i) the most recent plan document (which, for the avoidance of doubt,
with respect to any Seller Benefit Plan for which a form agreement is used, shall consist of a copy of such form), including all
amendments, or if no such documentation exists, a description of such Seller Benefit Plan; (ii) the most recent related trust documents,
custodial agreements, insurance policies, or other funding arrangements; (iii) the most recent annual report (Form 5500) filed
with the IRS; (iv) the most recent determination, opinion or advisory letter from the IRS for any Seller Benefit Plan that is intended
to qualify under Section 401(a) of the Code; (v) the most recent summary plan description, including any summaries of material
modifications and summaries of benefits and coverage, and (vi) copies of any material written notices, letters, or other correspondence
from the IRS, Department of Labor, Pension Benefit Guaranty Corporation, or other Governmental Entity relating to any Seller Benefit
Plan within the last six (6) years.


 




    	 	-18-	 



     


    

 


(b)       Except
as set forth in Section 3.6(b) of the Sellers Disclosure Schedule or as would not reasonably be expected to be material
to the Acquired Business, taken as a whole, (x) each U.S. Seller Benefit Plan has been established, operated and administered in
accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code, and (y) there are no pending
or, to such Seller’s knowledge, threatened in writing claims (other than claims for benefits in the Ordinary Course of Business)
with respect to any Seller Benefit Plan, which have been asserted or instituted. Each Seller Benefit Plan that is or has been in
the last six (6) years a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code and
associated Treasury Department guidance, if any, is, and has always been, in operational and documentary compliance in all material
respects with Section 409A of the Code.


 


(c)       Except
as set forth in Section 3.6(c) of the Sellers Disclosure Schedule, neither such Seller nor any of its ERISA Affiliates,
sponsor, maintain, or contribute to, or have within the last six (6) years sponsored, maintained or contributed to, any employee
benefit plan that is or within the last six (6) years was (i) subject to Title IV of ERISA or Section 412 of the Code, (ii) a “multiple
employer plan” within the meaning of Sections 4063 or 4064 of ERISA, or (iii) a “multiemployer plan” as defined
in Section 4001(a)(3) of ERISA (a “Multiemployer Plan”). Except as set forth in Section 3.6(c) of the
Sellers Disclosure Schedule, other than as required by Law, no Seller Benefit Plan provides post-termination or retiree health
benefits to any individual for any reason.


 


(d)       Except
as would not reasonably be expected to be material to the Acquired Business, taken as a whole, each Non-U.S. Seller Benefit Plan
(i) if intended to qualify for special tax treatment, meets all the requirements for such treatment, (ii) if required to be funded,
book-reserved or secured by an insurance policy, is funded, book-reserved, or secured by an insurance policy, as applicable, based
on reasonable actuarial assumptions in accordance with applicable accounting principles, and (iii) has been maintained in compliance
with all applicable Laws.


 


(e)       Except
as set forth in Section 3.6(e) of the Sellers Disclosure Schedule, neither the execution of this Agreement nor the completion
of the transactions contemplated by this Agreement (either alone or in conjunction with any other event) will result in (i) any
severance or compensation payment becoming due to any employee of such Seller, (ii) the acceleration of vesting or payment to any
employee of such Seller or (iii) any increase to the compensation or benefits otherwise payable under any Seller Benefit Plan.


 


3.7          Absence
of Certain Changes or Events. Except for the Bankruptcy Case and the entry of the Sale Order pursuant to, inter alia,
Sections 363 and 365 of the Bankruptcy Code:


 


(a)       Except
as set forth in Section 3.7(a) of the Sellers Disclosure Schedule, since June 30, 2018, the Acquired Business has been conducted
in all material respects in the Ordinary Course of Business;


 


(b)       since
June 30, 2018, there has not been any fact, change, circumstance, event, occurrence, condition or development that has had, individually
or in the aggregate, a Material Adverse Effect; and


 


(c)       there
has not been any physical damage, destruction or other Losses (whether or not covered by insurance) affecting any of the Purchased
Assets or Leased Real Property, in each case, in excess of $50,000 individually or $150,000 in the aggregate.


 


3.8          Litigation.
Except as set forth in Section 3.8 of the Sellers Disclosure Schedule, as of the Agreement Date, (a) there is no civil,
criminal or administrative Proceeding pending or, to the knowledge of such Seller, threatened in writing against such Seller (or
to the knowledge of such Seller, pending or threatened against any owners, managers, officers or employees of Sellers with respect
to their business activities on behalf of such Seller), in each case, related to the Acquired Business, (b) there are no unsatisfied
judgments against such Seller or any of their respective assets or properties or, to the knowledge of such Seller, past or present
owners, managers, officers or employees (in their respective capacity as such), in each case, related to the Acquired Business,
and (c) neither such Seller (in respect of the Acquired Business) nor any of the Purchased Assets are subject to any Governmental
Order, other than Governmental Orders of general applicability which are not material to such Seller or the Purchased Assets,
taken as a whole.


 




    	 	-19-	 



     


    

 


3.9          Tax
Matters. Except as set forth in Section 3.9 of the Sellers Disclosure Schedule:


 


(a)       Parent
(solely in respect of the Acquired Business) and such Seller have timely filed (taking into account any extension of time within
which to file) all income, sales and use and other material Tax Returns required to be filed by any of them and all such filed
Tax Returns are complete and accurate in all material respects.


 


(b)       Parent
(solely in respect of the Acquired Business) and such Seller have paid all income, sales and use and other material Taxes that
are required to be paid by any of them (whether or not shown on any Tax Return), except, in each case of Section 3.9(a)
and this Section 3.9(b), with respect to matters being contested in good faith and for which adequate reserves have been
established in the Financial Statements accordance with GAAP.


 


(c)       There
are no claims, assessments, deficiencies or other adjustments, audits, examinations, investigations or other administrative or
judicial Proceedings in respect of material Taxes that are ongoing, pending, or to Sellers’ knowledge, threatened in writing,
which, if not satisfied or resolved, would result in a Lien on the Purchased Assets that would survive the Closing Date.


 


(d)       There
are no Liens for Taxes (and no Taxing Authority has proposed in writing any Liens for Taxes) on any of the Purchased Assets other
than Permitted Liens.


 


(e)       Such
Seller has not participated in, and has not been a party to, any “listed transaction” within the meaning of Section
6707A(c)(2) of the Code and Treasury Regulations Section 1.6011-4(b)(2).


 


(f)       Parent
(solely in respect of the Acquired Business) and such Seller have 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 which waiver or extension remains outstanding.


 


(g)       In
the past three (3) years, (i) no claim has been made in writing by a Taxing Authority in a jurisdiction where Parent (solely in
respect of the Acquired Business) or such Seller does not file Tax Returns that Parent (solely in respect of the Acquired Business)
or such Seller, as applicable, is or may be subject to taxation by that jurisdiction, and (ii) such Seller has not recorded a reserve
for Tax Liabilities for financial accounting purposes due to (A) possible nexus in a jurisdiction in the United States, or (B)
possible permanent establishment in a jurisdiction outside the United States, in each case, in which such Seller has not filed
Tax Returns as a result of the operation, ownership or use of the Purchased Assets or the Acquired Business.


 


(h)       None
of the Purchased Assets is an interest (other than indebtedness within the meaning of Section 163 of the Code) in an entity taxable
as a corporation, partnership, disregarded entity, trust or real estate mortgage investment conduit for U.S. federal income tax
purposes.


 


(i)       None
of Sellers nor any of its Affiliates (i) has executed or entered into any agreement with, or obtained any consents or clearances
from, any Taxing Authority, or (ii) has been subject to any ruling guidance specific to such Seller that would be binding on Buyer
for any Tax period (or portion of any Tax period) beginning after the Closing Date.


 




    	 	-20-	 



     


    

 


(j)       Notwithstanding
anything herein to the contrary, the representations and warranties contained in this Section 3.9 and, to the extent expressly
referring to Code sections, Section 3.6, are the sole and exclusive representations of such Seller with respect to Taxes
and Tax matters.


 


3.10        Employment
and Labor Matters.


 


(a)       Such
Seller is not a party to any collective bargaining agreement, labor union contract, or trade union agreement covering employees
in the United States.


 


(b)       Except
as would not reasonably be expected to be material to the Acquired Business, taken as a whole, or as set forth in Section 3.10(b)
of the Sellers Disclosure Schedule, (i) there is no strike, lockout, slowdown, or work stoppage against such Seller pending or,
to such Seller’s knowledge, threatened in writing; (ii) there is no pending charge or complaint against such Seller by the
National Labor Relations Board or any comparable Governmental Entity; and (iii) such Seller has complied with all Laws regarding
employment and employment practices (including anti-discrimination), terms and conditions of employment and wages and hours (including
classification of employees and equitable pay practices) and other Laws in respect of any reduction in force (including notice,
information and consultation requirements), and no claims against such Seller relating to non-compliance with the foregoing are
pending or, to such Seller’s knowledge, threatened in writing.


 


3.11        Real
Property. Such Seller (a) has a good and valid leasehold interest in each Leased Real Property subject to an Assumed Real
Property Lease, (b) has not received written notice of any material default under any agreement evidencing any Lien or other agreement,
in each case, affecting any Assumed Real Property Lease, which default continues on the Agreement Date, and (c) has never held
and does not currently hold title to or any ownership interest in, other than a leasehold, license, use or occupancy interest
and a purchase option pursuant to the Assumed Real Property Lease, any Real Property.


 


3.12        Intellectual
Property.


 


(a)       Section
3.12(a) of the Sellers Disclosure Schedule sets forth a complete list of all Registered Intellectual Property (setting forth,
for each item, the name of the owner of each such registration or application, the applicable jurisdiction, application or registration
number, and date of application, registration or issuance, as applicable) used in the Acquired Business.


 


(b)       Except
as would not reasonably be expected to be material to the Acquired Business, taken as a whole, or as set forth in Section 3.12(b)
of the Sellers Disclosure Schedule, none of the Registered Intellectual Property has expired or been cancelled or expressly abandoned.


 


(c)       Such
Seller owns all right, title, and interest, free and clear of all Liens (except for Permitted Liens) to all of its respective Registered
Intellectual Property, except as would not reasonably be expected to be material to the Acquired Business, taken as a whole, or
as set forth in Section 3.12(c) of the Sellers Disclosure Schedule.


 


(d)       Except
as would not reasonably be expected to be material to the Acquired Business, taken as a whole, or as set forth in Section 3.12(d)
of the Sellers Disclosure Schedule, to such Seller’s knowledge, as of the Agreement Date, (i) the conduct of the Acquired
Business does not infringe, violate or constitute misappropriation of any Intellectual Property of any third Person, (ii) no third
Person is infringing, violating, or misappropriating any Intellectual Property owned by such Seller and primarily used or held
for use in the Acquired Business, and (iii) as of the Agreement Date, there is no pending claim asserted in writing against such
Seller (including any “cease and desist” letters and invitations to license) asserting that such Seller’s conduct
of the Acquired Business has infringed, violated or misappropriated, or is infringing, violating or misappropriating, any Intellectual
Property rights of any third Person.


 




    	 	-21-	 



     


    

 


(e)       Except
as would not reasonably be expected to be material to the Acquired Business, taken as a whole, each Seller complies with its internal
policies and procedures and any other legal requirements, to the extent applicable, relating to privacy, data protection, and the
collection, retention, protection and use of personal information collected, used, or held for use by or on behalf of such Seller
and there are no claims pending or, to such Seller’s knowledge, threatened against such Seller alleging a violation
of any third Person’s privacy or personal information or data rights. To such Seller’s knowledge, such Seller has not
been subject to any breaches of internal networks or servers by any third party or any complaints based thereon.


 


(f)       Except
as set forth in Section 3.12(f) of the Sellers Disclosure Schedule, there are no material Proceedings pending or, to the
knowledge of such Seller, that have been threatened by any Person, challenging the ownership, validity or enforceability of any
Intellectual Property (or, to the knowledge of such Seller, any Intellectual Property licensed to any Seller pursuant to any Intellectual
Property license used or held for use in the Acquired Business (the “Licensed Intellectual Property”)). To the
knowledge of such Seller, no Intellectual Property used or held for use in the Acquired Business has been developed or created
in conjunction with any funding provided by a Governmental Entity which would grant any Governmental Entity any present or contingent
intellectual property rights with respect thereto.


 


(g)       To
such Seller’s knowledge, such Seller is in material compliance with the terms and conditions of all Intellectual Property
licenses pursuant to which such Licensed Intellectual Property is licensed. To the knowledge of such Seller, no licensor–party
to any Intellectual Property license is in material breach of any of its obligations to such Seller thereunder.


 


(h)       Except
as set forth in Section 3.12(h) of the Sellers Disclosure Schedule, the Intellectual Property and the Licensed Intellectual
Property included in the Purchased Assets, collectively, constitute all of the Intellectual Property owned or used by such Seller
that is material to the conduct of the Acquired Business as currently conducted.


 


(i)       Since
July 1, 2016, such Seller has obtained from all consultants, advisors, employees and independent contractors who are authors or
inventors under the law of any Intellectual Property that is included in the Purchased Assets (each a “Creator”),
exclusive ownership of all of the Creators’ intellectual property rights in such contribution that such Seller does not already
own by operation of Law, except as set forth in Section 3.12(i) of the Sellers Disclosure Schedule. No Creator has retained
any rights, licenses, claims or interest with respect to any such Intellectual Property which are material to the Products or the
Acquired Business. Such Seller has provided or made available to Buyer copies of all assignment forms currently used by such Seller
with respect to Creators.


 


(j)       Such
Seller has taken commercially reasonable steps to protect and preserve the confidentiality of all Trade Secret Rights of such Seller
or any of its Subsidiaries or provided by any third party to such Seller or any of its Subsidiaries. Except as set forth in Section
3.12(j) of the Sellers Disclosure Schedule, all current and former employees and contractors of such Seller and its Affiliates
and third parties having access to any such Trade Secret Rights have executed and delivered to such Seller a written agreement
regarding the protection of such Trade Secret Rights. Such Seller has taken commercially reasonable steps to implement and maintain
a reasonable security plan consistent with industry practices of companies offering similar products or services. To the knowledge
of such Seller, neither Seller nor any of its Subsidiaries have experienced any breach of security or otherwise unauthorized access
by third parties to the Trade Secret Rights in the possession, custody or control of such Seller or any of its Subsidiaries.


 




    	 	-22-	 



     


    

 


3.13        Material
Contracts.


 


(a)       As
of the Agreement Date, except as set forth in Section 3.13(a) of the Sellers Disclosure Schedule, such Seller is not a party
to nor bound by any of the following Contracts (other than the Seller Benefit Plans) (collectively, the “Material Contracts”):


 


(i)       any
“material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) (other than
any Seller Benefit Plan);


 


(ii)       any
Contract that contains any non-competition or exclusivity provisions (or that obligates Buyer or any of its Affiliates to enter
into any non-compete or exclusivity arrangements following the Closing) binding upon such Seller with respect to any line of business
or geographic area, or that contain any non-solicitation provisions restricting such Seller’s ability to solicit, hire or
engage any Person as an employee or consultant (or that obligates Buyer or any of its Affiliates to enter into any such non-solicitation
arrangements following the Closing);


 


(iii)       any
Contract that requires (or would require upon the happening of a contingency) the disposition of any material Purchased Assets
or any portion of the Acquired Business of such Seller prior to Closing, or by Buyer or its Affiliates following the Closing, other
than dispositions in the Ordinary Course of Business;


 


(iv)       any
material Contract with each of (A) the fifteen (15) largest customers, and (B) the ten (10) largest suppliers or service providers
(measured by dollar volume of purchases or sales, respectively) for the eight (8) month period ended December 31, 2018;


 


(v)       any
material Contract with a customer that expressly obligates such Seller to conduct business with any third party on an exclusive
basis or that contains “most favored nation” or similar covenants;


 


(vi)       any
Contract evidencing Indebtedness for borrowed money (other than intercompany Indebtedness owed by such Seller to any Affiliate
thereof) of such Seller (in respect of the Acquired Business), in any such case having an outstanding principal amount in excess
of $2,000,000;


 


(vii)       any
Contract that grants any right of first refusal, right of first offer or similar right to any other Person with respect to any
material Purchased Assets;


 


(viii)       any
Contract that could reasonably be expected to account for aggregate revenue of $2,000,000 or more during the fiscal year ending
June 30, 2019;


 


(ix)       any
executory Contract relating to the acquisition (by merger, purchase of stock or assets or otherwise) by Sellers with respect to
any operating business or material assets (other than routine purchase orders in the Ordinary Course of Business) or the capital
stock or other equity securities of any other Person;


 


(x)       any
Intellectual Property license, and any Contract pursuant to which such Seller grants a license, covenant not to sue, option or
other right with respect to any Licensed Intellectual Property;


 




    	 	-23-	 



     


    

 


(xi)       any
Contract with or issued by any Governmental Entity;


 


(xii)       any
Contract involving the payment of royalties or otherwise providing for profit sharing;


 


(xiii)      any
Contract relating to customer rebates, credits and allowances;


 


(xiv)      any
material joint venture or limited liability company agreement relating to the formation, creation, operation, management or control
of any joint venture or limited liability company, other than any such Contract solely between or among such Seller and any other
Seller; and


 


(xv)       any
Contract with an affiliate or other Person that would be required to be disclosed, and has not been disclosed, by Parent under
Item 404(a) of Regulation S-K promulgated under the Exchange Act.


 


(b)       All
contracts of the types referred to in clauses (i) through (xii) above are referred to herein as “Material
Contracts.”


 


(c)       Except
as set forth in Section 3.13(c) of the Sellers Disclosure Schedule, each Material Contract listed on Section 3.13(a)
of the Sellers Disclosure Schedule is a valid and binding obligation of Seller(s) party thereto and, to the knowledge of Sellers,
the other party or parties thereto in accordance with its terms and conditions, except as and to the extent that such validity
and enforceability may be limited by (i) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’
rights generally, (ii) the Enforceability Exceptions and (iii) the obligation to pay Cure Costs under Section 365 of the Bankruptcy
Code and Section 1.5.


 


(d)       With
respect to any Material Contract, no event has occurred or not occurred through such Seller’s action or inaction or, to such
Seller’s knowledge, prior to the Agreement Date through the action or inaction of any third party which, with notice or the
lapse of time or both, would constitute a default or result in the termination of or a right of termination or cancelation under
any Material Contract, accelerate the performance or obligations required thereby, or result in the loss of any benefit under the
terms of any Material Contract to which such Seller is a party, except for the obligation to pay Cure Costs.


 


3.14        Suppliers
and Customers. Section 3.14 of the Sellers Disclosure Schedule lists the fifteen (15) largest customers of the Acquired
Business and the ten (10) largest suppliers of goods and services to the Acquired Business (measured, in each case, by dollar
volume of purchases or sales) for the eight (8) month period ended December 31, 2018, and the dollar amount of purchases or sales
which each listed customer or supplier represented during such period.


 


3.15        Certain
Regulatory Matters.


 


(a)       Such
Seller’s facilities used in the operation of the Acquired Business are in compliance, in all material respects, with the
FDCA, to the extent applicable, and with the Law enforced by the Drug Enforcement Administration, and such Seller has paid all
establishment fees required by any Governmental Entity applicable to the facilities, in all material respects;


 


(b)       except
as set forth in Section 3.15(b) of the Sellers Disclosure Schedule, as of the Agreement Date, (x) all of the Products have
been developed, manufactured, stored, packaged, Labeled, distributed, imported, exported, offered for sale, sold, promoted, and
disposed of in material compliance with the FDCA and all applicable Laws, and (y) none of the Products have been subject to any
material recall or market withdrawal and no material recall or market withdrawal is currently under consideration by such Seller;


 




    	 	-24-	 



     


    

 


(c)       since
July 1, 2016, such Seller has not been the subject of any material enforcement action by the FDA in respect of the Acquired Business;


 


(d)       such
Seller has not been (based on a conviction by the courts or a finding of fault by a regulatory authority): (i) debarred pursuant
to the Generic Drug Enforcement Act of 1992 (21 U.S.C. 335a), as amended from time to time, (ii) disqualified from participating
in clinical trials pursuant to 21 C.F.R. §312.70, as amended from time to time, (iii) disqualified as a testing facility
under 21 C.F.R. Part 58, Subpart K, as amended from time to time, (iv) excluded, debarred or suspended from or otherwise ineligible
to participate in a “Federal Health Care Program” as defined in 42 U.S.C. 1320a-7b(f), as amended from time to time,
or any other governmental payment, procurement or non-procurement program, or (v) included on the HHS/OIG List of Excluded Individuals/Entities,
the General Services Administration’s List of Parties Excluded from Federal Programs, or the FDA Debarment List;


 


(e)       to
such Seller’s knowledge, no officer, employee or agent of any Seller, in their capacity as such, has made an untrue statement
of a material fact or fraudulent statement to the FDA, failed to disclose a material fact required to be disclosed to the FDA,
or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was made, would reasonably
be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery,
and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991); and


 


(f)       except
as set forth in Section 3.15(f) of the Sellers Disclosure Schedule as of the Agreement Date, (i) such Seller has timely
paid in all material respects: (A) all Medicaid rebates invoiced or to be invoiced (based upon utilization reports submitted by
Sellers to Governmental Authorities on or before the Agreement Date) by applicable State Medicaid Programs, and (B) all invoiced
or to be invoiced (based upon utilization reports submitted by Sellers to Governmental Authorities on or before the Agreement Date)
supplemental rebates due any State based upon such Seller’s participation in a Supplemental State Medicaid Rebate Program,
(ii) no State Medicaid Program is pursuing collection from any Seller of any unpaid or untimely paid Medicaid or Supplemental State
rebates, and (iii) no Seller is engaged in a Medicaid rebate dispute resolution process with the federal government or any State.


 


3.16        Products;
Product Liability.


 


(a)       The
Products listed on Schedule 1.1(d), together with the Excluded Assets, constitute all products that Sellers own or have
an interest in, with respect to the Acquired Assets.


 


(b)       Each
Product developed, manufactured, licensed, marketed, produced, distributed or sold by or on behalf of such Seller is, as of the
date of this Agreement, in compliance in all material respects with all applicable Laws, including Health Care Laws, and with the
specifications and standards contained in the Product Registrations, was fit for its intended purpose and is and has been in material
conformity with all applicable Contracts of such Seller. Such Seller has no material Liability for repair or replacement of any
of the Products manufactured, licensed, marketed, produced, distributed or sold by or on behalf of Sellers, other than the reserve
for product warranty claims (if any) set forth on the face of the Most Recent Balance Sheet and replacement in the Ordinary Course
of Business. For the last three (3) years, the Labeling for each Product (including all content of such Labeling) is and has been,
in all material respects, in accordance with applicable Law, the specifications for the Product, and the relevant provisions of
the applicable Product Registration. The labeling of all products are in compliance with 21 CFR 201. No Product is subject to any
guaranty, warranty or other indemnity beyond what has been made available to Buyer.


 




    	 	-25-	 



     


    

 


(c)       Except
as set forth in Section 3.16(c) of the Sellers Disclosure Schedule, such Seller has not, in the past three (3) years, voluntarily
or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued, nor is such Seller as of the date
of this Agreement investigating any material recall, field alerts, field corrections, market withdrawal or replacement (other than
replacement in the Ordinary Course of Business), safety alert, warning, “dear doctor” letter, investigator notice,
or other written notice or action due to an alleged lack of safety, efficacy or regulatory compliance of any Product.


 


(d)       Except
as set forth in Section 3.16(d) of the Sellers Disclosure Schedule, such Seller has not, in the past three (3) years, received
any written notice that any Governmental Entity has (i) commenced or initiated the material recall of any Product sold by or on
behalf of Sellers or alleging any material violations of any federal, state or local or any payor “fraud and abuse,”
consumer protection or false claims statutes or regulations or any pricing or rebate reporting requirements, (ii) commenced, threatened
to initiate or is investigating, any material action to enjoin the manufacture or distribution of any Product sold or intended
to be sold by or on behalf of Sellers, or (iii) issued any demand letter, finding of deficiency or non-compliance, in any material
respect, with respect to any Product or the Acquired Business.


 


3.17        Product
Distribution Practices. Except as would not reasonably be expected to be material to the Acquired Business, taken as a whole,
since July 1, 2016, to the knowledge of such Seller, such Seller has (a) shipped and sold the Products in quantities that
are substantially consistent with then-current market demand, and (b) priced all Products in the Ordinary Course of Business.


 


3.18        Product
Registrations; Regulatory Compliance.


 


(a)       A
true, correct and complete list of the Product Registrations is set forth in Section 3.18(a) of the Sellers Disclosure Schedule.
Except as set forth in Section 3.18(a) of the Sellers Disclosure Schedule, Sellers are the sole and exclusive owner of the
Product Registrations, free and clear of any Liens, and no right of reference has been granted to any Person with respect to any
of the Product Registrations. Sellers hold or license the Product Registrations required for the commercial sale of the Products
in the countries where such Products are sold as of the date of this Agreement and such Product Registrations are valid and in
full force and effect, in all material respects.


 


(b)       Such
Seller has not received any written notice, letters or other correspondence from the FDA, or any other Governmental Entity or Person
threatening revocation, cancellation, suspension, non-renewal or adverse modification or contesting any of their Product Registrations.


 


(c)       Since
July 1, 2016, such Seller has not received written notice from the FDA that the clinical and pre-clinical studies, whether or not
conducted under an IND, submitted to the FDA in support of the Product Registrations were not conducted in all material respects
in accordance with standard medical and scientific research procedures and all applicable Health Care Laws, including the FDCA
and its applicable implementing regulations at 21 C.F.R. Parts 50, 54, 56, 58 and 312.


 


(d)       Since
July 1, 2016, such Seller has not received any written notice from the FDA which would reasonably be expected to lead to the denial
of an application for marketing approval or other Product Registration currently pending before the FDA.


 




    	 	-26-	 



     


    

 


(e)       Such
Seller, in all material respects, has (i) submitted the applications to the FDA and applicable Governmental Entity in the countries
where the Products are commercially marketed to maintain the Product Registrations, including drug registration and listing submissions
to the FDA, (ii) paid and is current with respect to all filings or other fees due to any Governmental Entity with respect thereto,
except as set forth in Section 3.18(e) of the Sellers Disclosure Schedule, or (iii) license rights to the appropriate Governmental
Authorizations which license rights remain in full force and effect. To the knowledge of such Seller, no director, officer, manager,
employee or owner of such Seller has received a written notice that he or she is under investigation for conduct that could result
in debarments under 21 U.S.C. § 335a(a). With respect to the Acquired Business, such Seller nor any of its respective officers,
employees, owners, agents or, to the knowledge of such Seller, distributors, has been convicted of any crime or engaged in any
conduct for which such Person could be excluded from participating in any federal health care programs under Section 1128
of the Social Security Act of 1935, as amended, or any similar Law or program. With respect to the Acquired Business, none of the
directors, officers, managers or, to the knowledge of such Seller, employees or, to the actual knowledge, without due inquiry,
of such Seller, independent contractors of such Seller (i) has been or is currently excluded pursuant to 42 U.S.C. §1320a-7
or similar exclusion authority, or has been or is currently debarred, suspended, or otherwise ineligible to participate in any
federal health care program as that term is defined in 42 U.S.C. §1320a-7b(f) or from any comparable state or private insurance
programs, (ii) has been convicted of a criminal offense or been fined in relation to the provision of health care items or services
or any other offense that may lead to exclusion under 42 U.S.C. §1320a-7 or similar exclusion authorities, or may result in
suspension or debarment from any health care program (federal, state, or private), or (iii) is under investigation or subject to
any type of judicial or administrative process for any health care fraud, or is otherwise aware of any circumstances which may
result in criminal or civil liability, including conviction, fine, exclusion, debarment, suspension, or other ineligibility to
participate in any health care program (federal, state, or private).


 


(f)       For
each Product, Section 3.18(f) of Sellers Disclosure Schedule sets forth a complete and accurate listing of the following
information with respect to such Product’s calculation of “Average Manufacturer Price” or “AMP” and
“Best Price” or “BP” (as defined in 42 U.S.C. § 1396r-8 and 42 C.F.R. § 447.500 et seq., as may
be amended from time to time): (a) the most recent AMP for such Product reported to the Medicaid drug rebate program; (b) the most
recent BP for such Product reported to the Medicaid drug rebate program; (c) the date on which such Product was originally marketed;
(d) the calendar quarter in which the base or baseline AMP for such Product was established; (e) the base or baseline AMP for such
Product; and (f) all other baseline product information submitted by a Seller or any of its licensees to the Centers for Medicare
& Medicaid Services in connection with the Medicaid drug rebate program (including units per package size and market start
date).


 


3.19        Purchased
Assets. Except as set forth in Section 3.19 of the Sellers Disclosure Schedule, Sellers have good and marketable title
to (or valid leasehold or contractual interests in or right to use) all of the Purchased Assets free and clear of any and all
Liens, other than Permitted Liens. Except for the Excluded Assets, the Purchased Assets constitute all of the business, rights,
assets, properties, licenses, contractual rights, going concern value, goodwill, rights and claims of whatever kind and nature,
real or personal, tangible or intangible that are material to the Acquired Business and are sufficient to conduct the Acquired
Business as currently conducted in all material respects. There are no assets or properties used in the operation of the Acquired
Business and owned by any Person other than Sellers that will not be leased or licensed to Buyer under valid, current leases or
license arrangements, except for certain transitional services as contemplated by Section 6.2. No Affiliate of any such
Seller owns any assets that are necessary to the Acquired Business.


 


3.20        Inventory.
All Qualified Inventory is merchantable and fit for the purposes for which it was intended and usable in the Ordinary Course of
Business, salable at prevailing market prices and in material compliance with any applicable quality agreement between Seller(s)
and the supplier thereof, and, to Sellers’ knowledge, has been manufactured, handled, maintained, packaged and stored in
accordance with all applicable Laws. The values at which such Inventory was carried and set forth in the balance sheets included
in the Financial Statements were computed in accordance with GAAP and consistent with past practice. Sellers do not have any consigned
Inventory and such Inventory includes no damaged or defective items (other than immaterial amounts of damaged or defective Inventory
being processed in the Ordinary Course of Business).


 




    	 	-27-	 



     


    

 


3.21        Receivables.
All existing Accounts Receivable of such Seller (including those Accounts Receivable reflected on the Financial Statements that
have not yet been collected and any Accounts Receivable that have arisen since the date of the Most Recent Balance Sheets and
have not yet been collected) (a) represent valid obligations of customers of such Seller arising from bona fide transactions entered
into in the Ordinary Course of Business, and (b) are or will be in all material respects valid and enforceable receivables collectible
at the aggregate recorded amount thereof, subject to the reserve for uncollectible accounts set forth in the Most Recent Balance
Sheet and customary chargebacks, rebates and set-offs. To the knowledge of such Seller, except as set forth in Section 3.21
of the Sellers Disclosure Schedule, no voluntary or involuntary bankruptcy Proceedings have been commenced against any of
the suppliers or customers of any Seller to which any Seller made aggregate payments, or from which any Seller received aggregate
payments, in excess of $5,000,000 in the past twelve (12) months.


 


3.22        Finders
or Brokers. Other than PJT Partners, Inc. and AP Services LLC, no broker, finder or investment banker is entitled to any broker’s,
finder’s or financial advisor’s fee or commission in connection with the transactions contemplated hereby based upon
arrangements made by or on behalf of such Seller or such Seller’s Board.


 


3.23        No
Other Representations or Warranties. THE PURCHASED ASSETS SOLD PURSUANT TO THIS AGREEMENT ARE SOLD, CONVEYED, TRANSFERRED,
AND ASSIGNED ON AN “AS IS, WHERE IS” BASIS “WITH ALL FAULTS”, NOTWITHSTANDING ANYTHING SET FORTH HEREIN
(OTHER THAN AS EXPRESSLY SET FORTH IN THIS ARTICLE III, AS QUALIFIED BY THE SELLERS DISCLOSURE SCHEDULE AND THE PARENT SEC DISCLOSURES
AND BANKRUPTCY COURT FILINGS) OR IN ANY OTHER ANCILLARY DOCUMENT TO THE CONTRARY. Except
for the representations and warranties expressly set forth in this ARTICLE III (as qualified by the Sellers Disclosure Schedule,
THE PARENT SEC DISCLOSURES AND BANKRUPTCY COURT FILINGS) AND in ARTICLE IV (as qualified by the parent disclosure schedule, THE
PARENT SEC DISCLOSURES and BANKRUPTCY COURT FILINGS) OR IN ANY ANCILLARY DOCUMENT, none of Sellers, any of their Affiliates or
any other Person on behalf of Sellers or their Affiliates makes any representations or warranties (including, without limitation,
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE ALSO HEREBY EXPRESSLY DISCLAIMED),
terms, conditions, understandings OR COLLATERAL ASSIGNMENTS of any nature or kind, express or implied, by statute or otherwise
with respect to the Purchased Assets, the Acquired Business, Parent, Sellers, or its and their respective businesses, to Buyer
or its Affiliates or their Representatives in connection with the transactions contemplated hereby, INCLUDING THE ACCURACY OR COMPLETENESS
THEREOF, OR THE CONDITION OF ANY REAL PROPERTY OWNED, LEASED OR USED IN THE ACQUIRED BUSINESS OR WITH REGARD TO THE USE, EXISTENCE
OR RELEASE OF ANY HAZARDOUS MATERIALS AT, ON, UNDER OR AROUND ANY REAL PROPERTY OWNED, LEASED OR USED IN THE ACQUIRED BUSINESS.
NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION SHALL LIMIT OR OTHERWISE IMPAIR IN ANY MANNER BUYER’S RIGHT
TO MAKE A CLAIM FOR ACTUAL FRAUD.


 




    	 	-28-	 



     


    

 


ARTICLE
IV

REPRESENTATIONS AND WARRANTIES OF PARENT


 


As an inducement to
Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, except as disclosed (a) in the Parent
SEC Disclosures, (b) in any Bankruptcy Court filings by Parent or any of its Subsidiaries or (c) in the disclosure schedule delivered
by Parent to Buyer concurrently with the execution of this Agreement (the “Parent Disclosure Schedule”), Parent
represents and warrants to Buyer as follows:


 


4.1          Organization.
Parent is a corporation duly formed, validly existing and in good standing under the laws of the State of New York. Subject to
the limitations imposed on Parent as a result of having filed a petition for relief under the Bankruptcy Code, Parent has full
power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted in
the Acquired Business. Parent is not in violation of any of the provisions of its Organizational Documents.


 


4.2          Authority
Relative to this Agreement; Consents and Approvals; No Violation.


 


(a)       Parent
has the full power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party and,
subject to the entry of the Sale Order and such other authorization as is required by the Bankruptcy Code, perform its obligations
under and consummate the transactions contemplated by this Agreement.  The execution, delivery and performance by Parent of
this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated by this
Agreement, have been duly and validly authorized by the Parent’s Board (or a committee thereof) and no other actions on the
part of Parent, subject to the entry of the Sale Order and such other authorization as is required by the Bankruptcy Code, are
necessary to authorize the execution and delivery by Parent of this Agreement and the Ancillary Documents to which it is a party
or the consummation of the transactions contemplated by this Agreement.  This Agreement and the Ancillary Documents to which
it is a party have been duly and validly executed and delivered by Parent and, assuming this Agreement and the Ancillary Documents
constitute the legal, valid and binding agreement of Buyer, this Agreement and the Ancillary Documents to which it is a party constitute,
subject to Alternative Bids (if any), the entry of the Sale Order and such other authorization as is required by the Bankruptcy
Code, the legal, valid and binding agreement of Parent and are enforceable against Parent in accordance with their terms, except
as and to the extent that such validity and enforceability may be subject to the Enforceability Exceptions.


 


(b)       Except
as set forth in Section 4.2(b) of the Parent Disclosure Schedule, other than in connection with or in compliance with the
Transaction Approvals, and subject to the accuracy of Buyer’s representations and warranties set forth in Section 5.2(b),
no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental
Entity is required to be made or obtained under applicable Law for the consummation by Parent of the transactions contemplated
hereby, except for such authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and
filings that are not required to be made or obtained prior to the consummation of such transactions.


 


(c)       Except
as set forth in Section 4.2(c) of the Parent Disclosure Schedule, the execution and delivery by Parent of this Agreement
and the Ancillary Documents to which it is a party do not, and (assuming the Transaction Approvals are obtained and after giving
effect to the Sale Order and such other authorization as is required by the Bankruptcy Code) the consummation of the transactions
contemplated hereby and compliance with the provisions hereof will not, (i) require any consent or approval under, violate, conflict
with, result in any breach of or any Loss of any benefit under, constitute a change of control or default under, or result in termination
or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a
Lien (other than Permitted Liens) upon any of the Purchased Assets pursuant to, any Contract to which Parent is a party or by which
Parent or any of the Purchased Assets are bound, (ii) conflict with or result in any violation of any provision of the Organizational
Documents of Parent or (iii) conflict with or violate any applicable Laws.


 




    	 	-29-	 



     


    

 


4.3          No
Other Representations or Warranties. Except for the representations and warranties
expressly set forth in ARTICLE III (as qualified by the Sellers Disclosure Schedule, THE PARENT SEC DISCLOSURES AND BANKRUPTCY
COURT FILINGS) AND in THIS ARTICLE IV (as qualified by the parent disclosure schedule, THE PARENT SEC DISCLOSURES and BANKRUPTCY
COURT FILINGS) OR IN ANY ANCILLARY DOCUMENT, none of Sellers, any of their Affiliates or any other Person on behalf of Sellers
or their Affiliates makes any representations or warranties (including, without limitation, ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE ALSO HEREBY EXPRESSLY DISCLAIMED), terms, conditions, understandings
OR COLLATERAL ASSIGNMENTS of any nature or kind, express or implied, by statute or otherwise with respect to the Purchased Assets,
the Acquired Business, Parent, Sellers, or its and their respective businesses, to Buyer or its Affiliates or their Representatives
in connection with the transactions contemplated hereby, INCLUDING THE ACCURACY OR COMPLETENESS THEREOF, OR THE CONDITION OF ANY
REAL PROPERTY OWNED, LEASED OR USED IN THE ACQUIRED BUSINESS OR WITH REGARD TO THE USE, EXISTENCE OR RELEASE OF ANY HAZARDOUS
MATERIALS AT, ON, UNDER OR AROUND ANY REAL PROPERTY OWNED, LEASED OR USED IN THE ACQUIRED BUSINESS. NOTWITHSTANDING THE FOREGOING,
NOTHING CONTAINED IN THIS SECTION SHALL LIMIT OR OTHERWISE IMPAIR IN ANY MANNER BUYER’S RIGHT TO MAKE A CLAIM FOR ACTUAL
FRAUD.


 


ARTICLE
V

REPRESENTATIONS AND WARRANTIES OF BUYER


 


As an inducement to
Sellers to enter into this Agreement and to consummate the transactions contemplated hereby, except as disclosed in the disclosure
schedule delivered by Buyer to Sellers concurrently with the execution of this Agreement (the “Buyer Disclosure Schedule”),
Buyer represents and warrants to Sellers as follows:


 


5.1          Organization.
Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer
has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business
as presently conducted.


 


5.2          Authority
Relative to this Agreement; Consents and Approvals; No Violation.


 


(a)       Buyer
has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Documents and to consummate
the transactions contemplated hereby, including the Asset Purchase. The execution, delivery and performance by Buyer of this Agreement
and the Ancillary Documents and the consummation by Buyer of the transactions contemplated hereby, including the Asset Purchase,
have been duly and validly authorized by the Board of Buyer and, no other corporate action or proceedings on the part of Buyer,
or vote of Buyer’s stockholders, are necessary to authorize the execution and delivery by Buyer of this Agreement and the
Ancillary Documents and the consummation of the transactions contemplated hereby, including the Asset Purchase. The Board of Buyer
has (i) determined that the transactions contemplated hereby, including the Asset Purchase, are advisable and fair to and in the
best interests of Buyer and its stockholders, and (ii) approved the execution, delivery and performance of this Agreement
and the Ancillary Documents and the consummation of the transactions contemplated hereby, including the Asset Purchase. This Agreement
and the Ancillary Documents have been duly and validly executed and delivered by Buyer and, assuming this Agreement and the Ancillary
Documents constitute the legal, valid and binding agreement of Sellers, this Agreement and the Ancillary Documents constitute the
legal, valid and binding agreement of Buyer and are enforceable against Buyer in accordance with its terms, except as such enforcement
may be subject to the Enforceability Exceptions.


 




    	 	-30-	 



     


    

 


(b)       Other
than in connection with or in compliance with the Transaction Approvals, no authorization, consent, order, license, permit or approval
of, or registration, declaration, notice or filing with, any Governmental Entity or other third party, is required to be made or
obtained, under applicable Law, for the consummation by Buyer of the transactions contemplated by this Agreement, except for such
authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices and filings that are not required
to be made or obtained prior to the consummation of such transactions.


 


(c)       The
execution and delivery by Buyer of this Agreement and the Ancillary Documents do not, and (assuming the Transaction Approvals are
obtained) the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, (i) require
the making by Buyer of any declaration, filing or registration with, any Person, other than filings with the Bankruptcy Court,
(ii) conflict with or result in any violation of any provision of the Organizational Documents of Buyer or (iii) conflict with
or violate any applicable Laws.


 


5.3          Litigation.
There is no Proceeding to which Buyer or any of its Subsidiaries is a party pending or, to Buyer’s knowledge, threatened,
and Buyer is not subject to any outstanding Order, in each case, that would reasonably be expected to have, individually or in
the aggregate, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement and the Ancillary
Documents to which it is a party, for Buyer to assume and perform the Assumed Liabilities or for Buyer to consummate on a timely
basis the transactions contemplated hereby or thereby.


 


5.4          Finders
or Brokers. No broker, finder or investment banker is entitled to any broker’s, finder’s or financial advisor’s
fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Buyer
or Buyer’s Board.


 


5.5          Solvency.
Each of Buyer and the parties named as “Investors” under that certain equity commitment letter provided to Buyer and
Sellers, dated as of the Agreement Date, collectively, have sufficient immediately available funds or have immediate access (not
subject to any conditions that Buyer or such Investor, as the case may be, has reason to believe would not be satisfied when the
payment required to be made in connection with the consummation of the Asset Purchase is required to be made) to sufficient immediately
available funds through their respective existing credit facilities, or otherwise, with sufficient withdrawal capacity, as of
the Agreement Date, and will have, at and as of the Closing Date, sufficient immediately available funds, in each case, to consummate
the Asset Purchase and to promptly make, when due, all payments required to be made in connection with this Agreement, including
payment of the Cash Balance and satisfaction of all of the Assumed Liabilities. As of the Agreement Date, Buyer has no reason
to believe that the representations contained in the immediately preceding sentence will not be true at and as of the Closing
Date. Immediately after giving effect to the transactions contemplated hereby, (a) Buyer and its Subsidiaries, taken as a whole,
will not (i) be insolvent as defined in Section 101 of the Bankruptcy Code, (ii) have incurred Indebtedness beyond their ability
to pay such Indebtedness as it matures or becomes due and (iii) have unreasonably small capital to carry on their businesses as
presently conducted or as proposed to be conducted, (b) the then present fair saleable value of the assets of Buyer and its Subsidiaries,
taken as a whole, will exceed the amount that will be required to pay their Liabilities (including the amount of all contingent
Liabilities) and Indebtedness as it becomes absolute or matured, and (c) the assets of Buyer and its Subsidiaries, taken as a
whole, at a fair valuation, will exceed their Liabilities (including the amount of all contingent Liabilities) and Indebtedness.


 




    	 	-31-	 



     


    

 


5.6          Adequate
Assurances Regarding the Buyer Assumed Agreements. As of the Closing, Buyer will be capable of satisfying the conditions contained
in Sections 365(b)(1)(C) and 365(c) of the Bankruptcy Code with respect to the Buyer Assumed Agreements.


 


5.7          Certain
Arrangements; Ownership of Parent. Except as set forth on Section 5.7 of the Buyer Disclosure Schedule, there are no
contracts, undertakings, commitments, agreements, obligations or understandings, whether written or oral, between Buyer or any
of its Affiliates, on the one hand, and any member of Sellers’ management or any Seller’s Board, on the other hand,
relating in any way to Sellers (including with respect to the management or control of Sellers), the transactions contemplated
hereby or to the operations of Sellers after the Closing. Except for the right to receive the Stock Consideration (as defined
in the Citron PPA), Buyer does not hold, directly or indirectly, any, or any right to, beneficial or other ownership interest
in any of Parent or its Subsidiaries or any of their respective securities.


 


5.8          Investigation;
No Other Representations or Warranties. 


 


(a)       BUYER
HAS CONDUCTED ITS OWN INDEPENDENT REVIEW AND ANALYSIS OF THE BUSINESS, OPERATIONS, ASSETS, CONTRACTS, INTELLECTUAL PROPERTY, REAL
ESTATE, TECHNOLOGY, LIABILITIES (CONTINGENT, PRESENT AND OTHERWISE), RESULTS OF OPERATIONS, FINANCIAL CONDITION AND PROSPECTS
OF SELLERS AND THE ACQUIRED BUSINESS, AND ACKNOWLEDGES THAT IT AND ITS REPRESENTATIVES HAVE RECEIVED ACCESS TO SUCH BOOKS AND
RECORDS, FACILITIES, EQUIPMENT, CONTRACTS AND OTHER ASSETS AND PROPERTIES OF SELLERS THAT IT AND ITS REPRESENTATIVES HAVE REQUESTED
TO REVIEW AND THAT IT AND ITS REPRESENTATIVES HAVE HAD THE OPPORTUNITY TO MEET WITH THE MANAGEMENT OF SELLERS AND TO DISCUSS THE
RESPECTIVE BUSINESSES AND ASSETS OF SELLERS.


 


(b)       WITHOUT
LIMITING THE FOREGOING, BUYER, ON BEHALF OF ITSELF AND ON BEHALF OF ITS RESPECTIVE AFFILIATES AND REPRESENTATIVES, ACKNOWLEDGES
THAT, THE PURCHASED ASSETS SOLD PURSUANT TO THIS AGREEMENT ARE SOLD, CONVEYED, TRANSFERRED, AND ASSIGNED ON AN “AS IS, WHERE
IS” BASIS “WITH ALL FAULTS” AND THAT, NOTWITHSTANDING ANYTHING SET FORTH HEREIN OR IN ANY OTHER ANCILLARY DOCUMENT
TO THE CONTRARY, OTHER THAN THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III (AS QUALIFIED BY THE
SELLERS DISCLOSURE SCHEDULE, THE PARENT SEC DISCLOSURES AND BANKRUPTCY COURT FILINGS) AND IN ARTICLE IV (AS QUALIFIED BY
THE PARENT DISCLOSURE SCHEDULE, THE PARENT SEC DISCLOSURES AND BANKRUPTCY COURT FILINGS), NONE OF PARENT, SELLERS, ANY OF THEIR
AFFILIATES OR ANY OTHER PERSON ON BEHALF OF PARENT, SELLERS OR THEIR AFFILIATES MAKES ANY REPRESENTATIONS OR WARRANTIES (INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE ALSO HEREBY
EXPRESSLY DISCLAIMED), TERMS, CONDITIONS, UNDERSTANDINGS OR COLLATERAL ASSIGNMENTS OF ANY NATURE OR KIND, EXPRESS OR IMPLIED,
BY STATUTE OR OTHERWISE WITH RESPECT TO (A) THE PURCHASED ASSETS, THE ACQUIRED BUSINESS, PARENT, SELLERS, OR ITS AND THEIR RESPECTIVE
BUSINESSES, OR WITH RESPECT TO ANY OTHER INFORMATION PROVIDED, OR MADE AVAILABLE, TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE ACCURACY OR COMPLETENESS THEREOF, OR (B) THE CONDITION
OF ANY REAL PROPERTY, LEASED OR USED IN THE ACQUIRED BUSINESS OR WITH REGARD TO THE USE, EXISTENCE OR RELEASE OF ANY HAZARDOUS
MATERIALS AT, ON, UNDER OR AROUND ANY REAL PROPERTY, LEASED OR USED IN THE ACQUIRED BUSINESS.


 




    	 	-32-	 



     


    

 


ARTICLE
VI

COVENANTS AND AGREEMENTS


 


6.1          Conduct
of Business.


 


(a)         During
the period from the Agreement Date until the earlier of the termination of this Agreement in accordance with its terms or the Closing,
Sellers shall use commercially reasonable efforts to maintain the Purchased Assets and conduct the Acquired Business in all material
respects in the Ordinary Course of Business, including to (i) preserve intact the Acquired Business and the current relationships
and goodwill of the Acquired Business with employees (except in the case of termination for cause), customers and suppliers, (ii) maintain
the Books and Records and all Tax Returns relevant to the Purchased Assets or the Acquired Business, and (iii) comply in all
material respects with applicable Law, except (1) as may be required by applicable Law, (2) with the prior written consent of Buyer
(which shall not be unreasonably withheld, conditioned or delayed), (3) with the approval of the Bankruptcy Court, (4) as
permitted, contemplated or required by this Agreement (including Section 6.9(d)), (5) as set forth in Section 6.1(a)
of the Sellers Disclosure Schedule or (6) the extent the effects of being a party to the Bankruptcy Proceeding may have on the
Acquired Business. To the extent Sellers encounter significant issues or critical decisions during their conduct of the Acquired Business in
accordance with this Section 6.1(a) and Section 6.1(b), the impact of which may have a material, adverse impact on the transactions
contemplated hereby, the Acquired Business, the Purchased Assets, or the relationships with Sellers’ employees,
customers or suppliers, Sellers shall use their commercially reasonable efforts to consult with Buyer as reasonably necessary
in order to ensure Sellers’ compliance with the covenants and agreements set forth in this Section 6.1.


 


(b)         In
addition to and without limiting the generality of Section 6.1(a), during the period from the Agreement Date until the earlier
of the termination of this Agreement in accordance with its terms and the Closing Date, except (i) as may be required by applicable
Law, (ii) with the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed), (iii) with
the approval of the Bankruptcy Court, (iv) as permitted, contemplated or required by this Agreement or (v) as set forth in Section
6.1(a) of the Sellers Disclosure Schedule, no Seller shall:


 


(i)        amend
any Seller’s Organizational Documents;


 


(ii)       split,
combine or reclassify any of its capital stock, voting securities or other equity interests;


 


(iii)      grant
any individual, corporation or other entity any right to acquire any of its shares of capital stock;


 


(iv)       issue,
sell or otherwise permit to become outstanding any additional shares of its capital stock or securities convertible or exchangeable
into, or exercisable for, any shares of such capital stock or any options, warrants, or other rights of any kind to acquire any
shares of such capital stock;


 


(v)       except
in connection with the Filing or the Bankruptcy Case, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation
or other reorganization;


 


(vi)      divest,
sell, assign, license, transfer, abandon, cancel, convey, lease or otherwise dispose of, whether or not for value, any assets,
rights or properties that would constitute Purchased Assets, except for sales of Inventory in the Ordinary Course of Business and
obsolete furniture, fixtures and equipment;


 




    	 	-33-	 



     


    

 


(vii)      acquire
for cash consideration any material assets that would be Purchased Assets or any other Person or business of any other Person (whether
by merger or consolidation, acquisition of stock or assets or by formation of a joint venture or otherwise) or make any investment
in any Person (in each case other than another Seller or any assets thereof) in excess of $250,000 individually or $500,000 in
the aggregate, except (A) for purchases of Inventory in the Ordinary Course of Business, or (B) as approved in the approved in
the approved Debtor-in-Possession credit facility to which Sellers are a party (the “DIP Financing”);


 


(viii)      make
any capital expenditures and/or research and development expenditures outside of the Ordinary Course of Business or in excess of
$250,000 individually, or $500,000 in the aggregate, or incur any Liabilities in respect thereof, except as approved in the DIP
Financing;


 


(ix)        amend
or modify any term of, or waive any right under, any Material Contract, or terminate, or fail to use reasonable efforts to renew,
any Material Contract that is a Buyer Assumed Agreement;


 


(x)         enter
into any Contracts with suppliers, vendors or customers that would constitute Material Contracts if such Contracts were in effect
as of the Agreement Date, and which Contracts, taken together with any other Contract with an affiliated party, could require aggregate
payments by Sellers in excess of $250,000;


 


(xi)        engage
in (A) any trade loading practices, (B) any activity with any customers or distributors with the effect of accelerating to pre-Closing
periods sales to the trade or otherwise that would otherwise be expected (based on past practice) to occur in post-Closing periods,
(C) accelerating collections of any Accounts Receivable, (D) postponing payments by any Seller that would otherwise be expected
(based on past practice) to be made in pre-Closing periods, or (E) any other deferred revenue activity or inventory overstocking
or understocking activity;


 


(xii)       make
any material change in the manner of billing of, or the credit lines made available to, any customers of the Acquired Business;


 


(xiii)      settle
any, or enter into any Contract to settle any, Proceedings that are Assumed Liabilities;


 


(xiv)      dispose
of or permit to expire, terminate or otherwise lapse any rights in, to or for the use of any of Sellers’ Intellectual Property
or Intellectual Property rights included in the Purchased Assets, or disclose to any Person any of Sellers’ Intellectual
Property or Intellectual Property rights included in the Purchased Assets not heretofore a matter of public knowledge, except pursuant
to judicial or administrative process;


 


(xv)       grant
any license, covenant not to sue or other right under any of Sellers’ Intellectual Property or Intellectual Property rights,
or cancel, abandon or allow to lapse or expire any of Sellers’ Intellectual Property, or Intellectual Property rights, in
each case that are solely included in the Purchased Assets;


 


(xvi)     withdraw,
amend, cancel, modify, neglect or terminate any existing or pending Product Registrations or any Governmental Authorizations of
any Seller;


 




    	 	-34-	 



     


    

 


(xvii)     change
the accounting policies or procedures or the financial accounting or actuarial methods, principles, practices or reporting of the
Pharma Business except to the extent required to conform with GAAP or applicable Law;


 


(xviii)    increase
the compensation (including paying any severance, change-in-control and retention compensation) or benefits of any employee of
any Seller (who is or was primarily employed in respect of the Acquired Business) who Buyer has notified in writing will be a Transferred
Employee, except (A) as required by applicable Law, (B) in connection with annual promotion-related or merit-based increases for
employees that are not executive officers of any Seller, or (C) increases in compensation not to exceed, in the aggregate in the
case of this clause (C), $250,000;


 


(xix)      cancel
or fail to renew any insurance policy or fail to give all notices and present all claims (if any) under all such policies in a
timely fashion;


 


(xx)       do
any other act which would cause a failure of any of the conditions to Closing set forth in Section 7.1, Section 7.2
or Section 7.3;


 


(xxi)      enter
into any new line of business;


 


(xxii)     settle
or compromise any material Liability for Taxes, change or make any material Tax election, change or adopt any Tax method of accounting,
or amend any material Tax Return that would, in each case, affect the Tax treatment of any Purchased Assets or the Acquired Business
after the Closing Date;


 


(xxiii)    make,
declare, set aside or pay any dividend, or make any other distribution on, redeem, purchase or otherwise acquire, any shares of
its capital stock, other than to Rising, as applicable, and except to the extent the proceeds of which are exclusively used to
repay the DIP Financing; or


 


(xxiv)    authorize,
agree or resolve or consent to do any of the foregoing.


 


(c)       During
the period beginning on the Agreement Date through but not including the Closing Date, Sellers, collectively, shall use
no less than, in the aggregate, $12,200,000 of the proceeds of the DIP Financing, together with any other cash funds
available to Sellers during such period, to satisfy Liabilities that are, on the Agreement Date, either accrued or included
in accounts payable under the following trial balance accounts in their Books and Records: 211150, 211130, 211125 and 200000
(but only to the extent such amount is applicable to customer or government rebates); provided, that Sellers shall have no
obligation to spend more than $12,200,000 in the aggregate pursuant to this Section 6.1(c); provided, further, that
Sellers shall provide reasonable documentation to Buyer confirming Sellers’ proof of payment in compliance with the
foregoing as Buyer may reasonably request.


 


6.2          Access;
Confidentiality.


 


(a)       For
purposes of furthering the transactions contemplated hereby, Sellers shall use commercially reasonable efforts to afford Buyer
and its Representatives reasonable access during normal business hours upon reasonable advance notice to Sellers (and for the
avoidance of doubt, Buyer may have direct communications, upon prior written notice (email being sufficient) to Sellers, whether
or not Sellers’ Representatives are in attendance during such communications), throughout the period from the Agreement
Date until the earlier of the termination of this Agreement and the Closing, to Sellers’ personnel, properties, contracts,
suppliers, customers, vendors, commitments, Books and Records and such other information concerning such entities’ respective
business, properties and personnel of the Acquired Business as Buyer may reasonably request; provided that Sellers shall
not be obligated to provide or give access to any minutes of meetings or resolutions of Parent’s or a Seller’s Board
or any committees thereof or any other business records or reports of or communication with any of its advisors relating to the
evaluation or negotiation of this Agreement or the transactions contemplated hereby or any alternatives thereto. Notwithstanding
anything to the contrary contained in this Section 6.2(a), any document, correspondence or information or other access
provided pursuant to this Section 6.2(a) may be redacted or otherwise limited to prevent disclosure of information concerning
any aspect of the Chemicals Plus Business, the valuation of Sellers and/or the Acquired Business and the purchase of the Purchased
Assets or other similarly confidential or competitively sensitive information. All access pursuant to this Section 6.2(a)
shall be (i) conducted in such a manner as not to interfere unreasonably with the normal operations of Sellers and (ii) coordinated
exclusively through the designated Representatives of Sellers.


 




    	 	-35-	 



     


    

 


(b)       If
either Party determines that any transition services are reasonably necessary, both shall negotiate in good faith the providing
of such services, including the terms and payments thereof, as shall be mutually agreed. Sellers shall cooperate in good faith
to provide transitional payroll services that are customary and consistent with the past practice of the Acquired Business for
any Transferred Employees transferred pursuant to Section 6.3 upon the Closing. Such transitional payroll services shall
be provided by Sellers for up to sixty (60) calendar days after the Closing Date (unless Buyer notify in writing the discontinuation
of such services); provided that Buyer agrees to make payment in advance for such services and to provide Sellers with all
necessary employee and payroll information required for such services.


 


(c)       Notwithstanding
anything to the contrary contained in this Section 6.2(c), a Seller shall not be required to provide any access, or make
available any document, correspondence or information, if doing so would, in the reasonable judgment of such Seller’s legal
counsel, (i) jeopardize the attorney-client privilege of a Seller or (ii) conflict with any (A) Law applicable to a Seller
or the assets or operation of the Acquired Business or (B) Contract to which a Seller is a party or by which any of Sellers’
assets or properties are bound; provided that in such instances, such Seller shall inform Buyer of the general nature of
the information being withheld and, upon Buyer’s request, reasonably cooperate with the other party to provide such information,
in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) and
(ii).


 


(d)       The
Parties hereto hereby agree that all information provided to them or their respective Representatives in connection with this Agreement
and the consummation of the transactions contemplated hereby shall be governed in accordance with the Confidentiality Agreement,
dated as of November 15, 2018, between Parent and Shore Pharma LLC, and the Confidentiality Agreement, dated as of February 27,
2019, between Parent and Suven Life Sciences Ltd. (together, the “Confidentiality Agreement”), which shall continue
in full force and effect in accordance with its terms.


 


(e)       
Each Party agrees that it shall promptly generate and provide, to the extent in compliance with all applicable Laws, all data,
reports and other information, in such forms as reasonably requested by the other Parties, from the computer systems, information
technology, internal networks and servers included in the Purchased Assets, for a period commencing on the Agreement Date and ending
eighteen (18) months following the Closing Date.


 


(f)       In
order to facilitate Sellers’ efforts to (i) administer and close the Bankruptcy Case (including reconcile claims, wind down
benefit plans and attend to other pending litigation), and (ii) prepare Tax Returns (together, the “Post-Close Filings”),
for a period of eighteen (18) months following the Closing, Buyer shall permit Sellers and Sellers’ counsel, accountants
and other Representatives and successors in interest (collectively, “Permitted Access Parties”) during regular
business hours, with reasonable notice, and subject to reasonable rules and regulations, reasonable access to the financial and
other Books and Records which comprised part of the Purchased Assets (prior to the Closing Date) that are required to complete
the Post-Close Filings, which access shall include (A) the right of such Permitted Access Parties to copy, at such Permitted Access
Parties’ expense, such required documents and records and (B) Buyer’s copying and delivering to the relevant Permitted
Access Parties such documents or records as they require, but only to the extent such Permitted Access Parties furnish Buyer with
reasonably detailed written descriptions of the materials to be so copied and applicable Permitted Access Party reimburses Buyer
for the reasonable costs and expenses thereof; provided, that the foregoing rights of access shall not be exercisable in
such a manner as to interfere with the normal operations of any of Buyer’s business after the Closing Date. Notwithstanding
anything contained in this Section 6.2(f) to the contrary, in no event shall Sellers have access to any information that,
based on advice of Buyer’s counsel, could (i) reasonably be expected to create liability under applicable Law, or waive
any legal privilege, (ii) result in the discharge of any Trade Secrets of Buyer, its affiliates or any third parties, (iii) violate
any obligation of Buyer with respect to confidentiality or (iv) relate to the post-Closing operations of the Acquired Business
or use of the Purchased Assets.


 




    	 	-36-	 



     


    

 


6.3          Employees
and Employee Benefit Plans.


 


(a)       Transferred
Employees. No later than five (5) calendar days after the Agreement Date, Sellers shall deliver to Buyer a list of individuals
primarily employed in respect of the Acquired Business (the “Business Employees”), including the following information,
to the extent such information is permitted to be disclosed under applicable Law: (i) title or job/position, (ii) job designation
(i.e., salaried or hourly), (iii) location of employment, (iv) employment status (active or on leave), (v) rate of pay and
most recent bonus amount, and (vi) accrued and unused paid time off. No later than five (5) calendar days after Buyer receives
such list from Sellers, Buyer shall deliver to Sellers a list of each Seller’s Business Employees whom either Buyer or an
Affiliate of Buyer intends to interview for employment as of the Closing Date.  No later than twenty (20) calendar days after
delivering such list to Sellers, Buyer shall offer employment to the Business Employees, in Buyer’s sole discretion. Those
Business Employees who accept Buyer’s offer of employment and commence working for Buyer on the Closing Date (or upon return
to work from approved leave of absence) shall hereafter be referred to as “Transferred Employees.” To the extent
not prohibited by applicable Law, Sellers shall terminate the employment of all of such Transferred Employees effective as of the
Closing Date. Each Seller shall, effective as of the Closing Date, release all Transferred Employees from and, if requested by
Buyer, assign to Buyer or an Affiliate of Buyer its rights under any non-competition, non-solicitation, confidentiality and similar
restrictive covenants or agreements and any assignment of inventions agreements previously entered into between such Seller and
such Transferred Employees, to the extent transferable in accordance with their terms; provided, however, Seller
shall not be required to assign any such non-competition, non-solicitation, confidentiality and similar restrictive covenants or
agreements or any assignment of inventions agreements previously entered into between such Seller and such Transferred Employees
to the extent any such covenants or agreements are contained in any Seller Benefit Plan providing for severance and Buyer is not
assuming such severance obligations hereunder. Each Seller shall deliver to Buyer, at or before the Closing Date, written evidence,
in form and substance satisfactory to Buyer, of the release and assignment described in the immediately preceding sentence. Without
limiting the generality of the foregoing, such employee benefits shall include immediate eligibility to participate in medical
insurance plans and other welfare benefit plans generally made available to employees by Buyer.


 


(b)       Employment
Tax Reporting. With respect to Transferred Employees, Buyer and Sellers shall use the standard procedure set forth in Revenue
Procedure 2004-53, 2004-34 I.R.B. 320.


 




    	 	-37-	 



     


    

 


(c)       No
Obligation. Other than as expressly set forth herein, nothing contained in this Agreement shall be construed to require the
employment of (or prevent the termination of employment of) any individual, require minimum benefit levels or prevent any change
in the employee benefits provided to any individual Transferred Employee. No provision of this Agreement shall create any third
party beneficiary rights in any employee or former employee of any Seller or any other Person (including any beneficiary or dependent
thereof) of any nature or kind whatsoever, including without limitation, in respect of continued employment (or resumed employment)
for any specified period. Nothing contained herein, express or implied shall (i) be construed to establish, amend or modify any
Seller Benefit Plan or other benefit plan, program, agreement or arrangement, or (ii) alter or limit the ability of Sellers, Buyer
or any of their respective Affiliates to amend, modify, or terminate any benefit plan, program, agreement or arrangement at any
time assumed, established, sponsored or maintained by any of them. Nothing in this Section 6.3(c) is intended to interfere
with Buyer’s right from and after the Closing to terminate the employment of, or change the compensation and benefits available
to, any Transferred Employee.


 


(d)       WARN
Act. Sellers shall remain solely responsible for any and all Liabilities and obligations that could arise under the WARN Act
as a result of or relating to this Agreement or the transactions contemplated hereby, in connection with any employment losses
occurring on or prior to the Closing Date (or after the Closing Date with respect to any Business Employee who does not become
a Transferred Employee), and Sellers shall take all actions that are necessary or proper to comply with the WARN Act with respect
to any such losses. Buyer shall provide any required notice under and to otherwise comply with, the WARN Act with respect to any
event affecting the Transferred Employees on or after the Closing Date. Seller shall cooperate with Buyer in determining whether
any event affecting the Transferred Employees on or after the Closing Date requires notification under the WARN Act. Buyer shall
not take any action on or after the Closing that would cause Seller or any of its Affiliates to incur liability under the WARN
Act.


 


(e)       Non-Competition
Agreements. No later than ten (10) calendar days following the Agreement Date, Buyer shall enter into non-competition agreements,
in form and substance mutually and reasonably agreed to by all Parties, with certain Business Employees designated by Sellers,
in consideration for compensation by Buyer, on the expiry thereof, to such employees as determined by Sellers (provided
that in no event shall the aggregate compensation pursuant to such non-competition agreements for all such designated employees
exceed $3,000,000), with terms expiring on September 13, 2019.


 


6.4          Regulatory
Approvals; Efforts.


 


(a)       Prior
to the Closing, Buyer and Sellers shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts
to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any
applicable Laws to consummate the Asset Purchase as promptly as practicable, including (i) preparing and filing all forms,
registrations and notifications with any Governmental Entities or third parties required to be filed to consummate the Asset Purchase,
(ii) using reasonable best efforts to satisfy the conditions to consummating the Asset Purchase, (iii) using reasonable best efforts
to obtain (and to cooperate with each other in obtaining) any consent, authorization, expiration or termination of a waiting period,
permit, Order or approval of, waiver or any exemption by, any Governmental Entity (including furnishing all information and documentary
material required under the HSR Act) required to be obtained or made by Buyer, Sellers or any of their respective Affiliates in
connection with the Asset Purchase or the taking of any action contemplated hereby, (iv) defending any lawsuits or other legal
Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Asset Purchase, and (v) using
reasonable best efforts with respect to the execution and delivery of all such instruments, deeds, assignments or assurances and
do all other things reasonably necessary or desirable to consummate the Asset Purchase and to fully carry out the purposes or intent
of this Agreement; provided, that neither Buyer nor its Affiliates shall be required to agree to: (i) sell, hold, divest,
discontinue or limit, before or after the Closing Date, any material assets, businesses or interests of Buyer or any of its Affiliates;
(ii) any conditions related to, or changes or restrictions in, the operations of any such assets, business or interests which,
in either case, would reasonably be expected to materially and adversely impact the economic or business benefits to Buyer or any
of its Affiliates of the transactions contemplated hereby; or (iii) any material modification or waiver of the terms and conditions
of this Agreement.


 




    	 	-38-	 



     


    

 


Without limitation
of the above, promptly following the execution of this Agreement, each of the parties hereto shall cooperate with one another to
ensure (i) the transfer of all Governmental Authorizations to Buyer, or (ii) in the case of such Governmental Authorizations that
cannot be transferred, the reissuance promptly after the Closing Date of the Governmental Authorizations necessary for the continued
conduct of the Acquired Business.


 


(b)       Buyer,
on the one hand, and Sellers, on the other hand, shall each keep the other apprised of the status of matters relating to the consummation
of the Closing and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of,
or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 6.4. In that regard,
prior to the Closing, each party shall promptly consult with the other parties to this Agreement with respect to and provide any
necessary information and assistance as the other parties may reasonably request with respect to (and, in the case of correspondence,
provide the other parties (or their counsel and, if reasonably determined necessary, advisable or convenient to protect attorney-client
privilege or competitively sensitive information, outside counsel only basis) with copies of) all notices, submissions or filings
made by or on behalf of such party or any of its Affiliates with any Governmental Entity or any other information supplied by or
on behalf of such party or any of its Affiliates to, or correspondence with, a Governmental Entity in connection with this Agreement
and the Asset Purchase. Each party to this Agreement shall promptly inform the other parties to this Agreement, and if in writing,
furnish the other parties with copies of (or, in the case of oral communications, advise the other parties orally of) any communication
from or to any Governmental Entity regarding the Asset Purchase, and permit the other parties to review and discuss in advance,
and consider in good faith the views of the other parties in connection with, any proposed communication or submission with any
such Governmental Entity. No party or any of its Affiliates shall participate in any meeting or teleconference with any Governmental
Entity in connection with this Agreement and the Asset Purchase unless it consults with the other parties in advance and, to the
extent not prohibited by such Governmental Entity, gives the other parties the opportunity to attend and participate thereat. Notwithstanding
the foregoing, Buyer and Sellers may, as each deems advisable and necessary, reasonably designate any competitively sensitive material
provided to the other under this Section 6.4(b) as “Antitrust Counsel Only Material.” Such materials and the
information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by such outside
counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of
the materials (Buyer or Sellers, as the case may be) or its legal counsel. Notwithstanding anything to the contrary contained in
this Section 6.4, materials provided pursuant to this Section 6.4 may be redacted (i) to remove references concerning
the valuation of the Acquired Business and the purchase of the Purchased Assets, (ii) as necessary to comply with contractual arrangements
and (iii) as necessary to address reasonable privilege concerns.


 


(c)       To
the extent the HSR Act or any other Antitrust Law is applicable, Sellers and Buyer shall make or file, as promptly as practicable,
with the appropriate Governmental Entity all filings, forms, registrations and notifications required to be filed to consummate
the purchase of the Purchased Assets under the HSR Act and such other applicable Antitrust Law, if any, and subsequent to such
filings, Sellers and Buyer shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts
to respond to inquiries from Governmental Entities, or provide any supplemental information that may be requested by Governmental
Entities, in connection with filings made with such Governmental Entities. Sellers and Buyer shall file their notification and
report forms under the HSR Act no later than ten (10) Business Days after the Agreement Date. In the event that the parties receive
a request for information or documentary material pursuant to the HSR Act (a “Second Request”), the parties
will use their respective reasonable best efforts to submit an appropriate response to, and to certify compliance with, such Second
Request, and counsel for both parties will closely cooperate during the entirety of any such Second Request review process.


 




    	 	-39-	 



     


    

 


(d)       In
furtherance and not in limitation of the covenants of the parties contained in this Section 6.4, the Parties will use their
respective reasonable best efforts to resolve objections, if any, as may be asserted by any Governmental Entity with respect to
the transactions contemplated by this Agreement under the HSR Act or any other applicable Antitrust Law. If, in connection therewith,
an administrative or judicial action or Proceeding, including any Proceeding by a private party, is instituted (or threatened to
be instituted) challenging the Asset Purchase or any other transaction contemplated hereby as violative of any Antitrust Law, each
of Sellers and Buyer shall use reasonable best efforts to contest and resist any such action or Proceeding and to have vacated,
lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that
is in effect and that prohibits, prevents or restricts consummation of the Asset Purchase; provided, that neither Buyer
nor its Affiliates shall be required to agree to: (i) sell, hold, divest, discontinue or limit, before or after the Closing Date,
any material assets, businesses or interests of Buyer or any of its Affiliates; (ii) any conditions related to, or changes or restrictions
in, the operations of any such assets, business or interests which, in either case, would reasonably be expected to materially
and adversely impact the economic or business benefits to Buyer or any of its Affiliates of the transactions contemplated hereby;
or (iii) any material modification or waiver of the terms and conditions of this Agreement. Notwithstanding the foregoing or any
other provision of this Agreement, nothing in this Section 6.4(d) will limit the right of any party to terminate this Agreement
pursuant to ARTICLE VIII, so long as such party has, up to the time of termination, complied in all material respects with
its obligations under this Section 6.4 and the rest of this Agreement.


 


(e)       Except
as specifically required by this Agreement, Buyer shall not, and shall not permit any of its Affiliates to, knowingly take any
action, or knowingly refrain from taking any action, the effect of which would be reasonably expected to delay or impede the ability
of the Parties to consummate the transactions contemplated hereby.


 


(f)       The
filing fee required under the HSR Act (the “HSR Fees”) shall be split evenly between Buyer and Sellers, with
Buyer responsible for fifty percent (50%) of such fees and Sellers, jointly and severally, responsible for fifty percent (50%)
of such fees, as and when due and any other necessary filings or submissions to any Governmental Entity pursuant to this Section
6.4 shall be borne in full by Sellers, jointly and severally.


 


6.5          Notification
of Certain Matters. 


 


(a)       Except
for litigation or other Proceedings commenced, filed or pending in the Bankruptcy Court, each Party shall promptly (and in any
event, within two (2) Business Days) notify the other Parties in writing of (i) receipt of any notice from any third party alleging
that the consent of the third party is or may be required in connection with the transactions contemplated by this Agreement, (ii)
any Material Adverse Effect with respect to Sellers, the Acquired Business or the Purchased Assets, (iii) any event, state of facts,
occurrence, non-occurrence, circumstance, development or change that would reasonably be expected to cause a failure of any of
the conditions to Closing set forth in Section 7.1, Section 7.2 or Section 7.3, (iv) any litigation or other
Proceeding brought or threatened in writing against it or its directors or executive officers or other Representatives relating
to this Agreement, the Asset Purchase and/or the other transactions contemplated hereby or (v) any violation, or alleged violation,
of Law by Sellers (or any of their employees, directors or officers) or otherwise relating to the Acquired Business or the Purchased
Assets. The applicable Party shall keep the other Parties informed on a reasonably current basis with respect to the status thereof
(including by promptly furnishing to the other Parties and their respective Representatives such information relating to such litigation
or other Proceeding as may be reasonably requested). Each Party shall, subject to the preservation of the attorney-client and similar
privileges and confidential information, give the other Parties the opportunity to participate in (but not control) the defense
or settlement of any litigation or other Proceeding against it and/or its directors or executive officers or other Representatives
relating to this Agreement, the Asset Purchase or the other transactions contemplated hereby and shall give due consideration to
such other Parties’ advice with respect to such litigation or other Proceeding. Notwithstanding the foregoing, the delivery
of any notice pursuant to this Section 6.5(a) shall not (x) be deemed to amend or supplement any of the Sellers Disclosure
Schedules contemplated hereby, or (y) be deemed to cure any breach of any representation, warranty, covenant or agreement or to
satisfy any condition.


 




    	 	-40-	 



     


    

 


(b)       From
the Agreement Date until ten (10) calendar days prior to the Sale Hearing, Sellers shall promptly (and in no event later than ten
(10) calendar days prior to the Sale Hearing) provide written notice to Buyer of any new Contract to which any Seller becomes a
party which (i) was not set forth on Schedule 1.1(b) as of the Agreement Date and (ii) exclusively or primarily relates
to the Acquired Business or any Purchased Asset or is otherwise material to the operation of the Acquired Business following the
Closing in substantially the same manner as conducted as of the Agreement Date, and Buyer shall thereafter have the option, in
its sole discretion, of supplementing Schedule 1.1(b) to include such Contract, subject to the limitations of Section
1.5(a).


 


6.6          Adequate
Assurances Regarding the Buyer Assumed Agreements. With respect to each Buyer Assumed Agreement, Buyer will use commercially
reasonable efforts to provide adequate assurance as required under the Bankruptcy Code of the future performance by Buyer of each
such Buyer Assumed Agreement and with the consent of the other party to the Buyer Assumed Agreement, otherwise provide adequate
assurance of prompt payment of, all Cure Costs related to such Buyer Assumed Agreements. Sellers and Buyer agree that they will
promptly take all actions reasonably required to assist in obtaining a Bankruptcy Court finding that there has been an adequate
demonstration of adequate assurance of prompt cure and future performance under the Buyer Assumed Agreements, such as furnishing
affidavits, non-confidential financial information or other documents or information for filing with the Bankruptcy Court and
making Sellers’ and Buyer’s employees and representatives available to testify before the Bankruptcy Court, provided
that in no event shall Buyer be required to agree to any amendment to this Agreement.


 


6.7          Bankruptcy
Court Approval. 


 


(a)       Sellers
and Buyer acknowledge that this Agreement, the Ancillary Documents, the Release and the sale of the Purchased Assets are subject
to Bankruptcy Court approval and the consideration by Sellers of Alternative Bids (if any). Sellers and Buyer acknowledge that
(i) to obtain such approval, Sellers must demonstrate that they have taken reasonable steps to obtain the highest or otherwise
best offer possible for the Purchased Assets, including, but not limited to, giving notice of the transactions contemplated hereby
to creditors and certain other interested parties as ordered by the Bankruptcy Court, and, if sufficient alternative Qualifying
Bids (as defined in the Bidding Procedures) are received, conducting an auction in respect of the Purchased Assets pursuant to
the Bidding Procedures Order (the “Auction”), and (ii) Buyer must provide adequate assurance of future performance
under the Buyer Assumed Agreements.


 




    	 	-41-	 



     


    

 


(b)         Sellers
shall use commercially reasonable efforts to pursue the entry of the Sale Order and the Bidding Procedures Order, which shall be
sought pursuant to the Sale Motion, and such other relief from the Bankruptcy Court as may be necessary or appropriate in connection
with this Agreement and the consummation of the transactions contemplated hereby.  Sellers shall use commercially reasonable
efforts to comply (or obtain an order or orders from the Bankruptcy Court waiving compliance) with all requirements under the applicable
provisions of the Bankruptcy Code in connection with obtaining entry of the Sale Order and the Bidding Procedures Order. 
Sellers shall consult with Buyer and its Representatives concerning the Sale Order, the Bidding Procedures Order, and any other
orders of the Bankruptcy Court relating to the transactions contemplated hereby, and all Proceedings in connection therewith, and
provide Buyer with copies of all applications, pleadings, notices, proposed orders and other documents relating to Proceedings
relating to the transactions contemplated hereby, as soon as reasonably practicable, and consider in good faith any reasonable
comments of Buyer in connection with any such applications, pleadings, notices, proposed orders and other documents. 


 


(c)         Without
limiting the generality of the foregoing, no later than five (5) Business Days after the execution and delivery of this Agreement
by all Parties, Sellers shall file the Sale Motion with the Bankruptcy Court, and shall use its commercially reasonable efforts
to have the Bankruptcy Court enter the Bidding Procedures Order no later than twenty-one (21) calendar days after the execution
and delivery of this Agreement and the Sale Order as promptly as possible after the entry of such Bidding Procedures Order. Subject
to Section 8.1(f)(iii), Sellers may withdraw the Sale Motion after filing if, following consultation with their legal and
financial advisors, the Board has determined that proceeding with the Sale Motion would be inconsistent with its members’
fiduciary duties.


 


(d)         The
Sale Order will provide, among other things, that pursuant to Sections 105, 363 and 365 of the Bankruptcy Code:


 


(i)       the
Purchased Assets shall be sold and transferred to Buyer, free and clear of all Liens (except for Permitted Liens), and the Assumed
Liabilities shall be assumed by Buyer, in each case, pursuant to this Agreement;


 


(ii)       Sellers
shall assign to Buyer, and Buyer shall assume, all of the Buyer Assumed Agreements as of the Closing Date;


 


(iii)      on
or before the Closing Date and in accordance with Section 1.5, all Cure Costs shall be paid to the appropriate parties or
with the consent of the other party to the Buyer Assumed Agreement, otherwise provide adequate assurance of prompt payment of,
all Cure Costs as ordered by the Bankruptcy Court so as to permit the assumption and assignment of each applicable Buyer Assumed
Agreement;


 


(iv)      Buyer
shall be found to have demonstrated and established any adequate assurance of future performance before the Bankruptcy Court with
respect to the Buyer Assumed Agreements;


 


(v)       Buyer
shall be found to be a “good faith” purchaser within the meaning of Section 363(m) of the Bankruptcy Code;


 


(vi)      Buyer
shall have no liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Purchased
Assets other than as expressly set forth in this Agreement, including successor or vicarious liabilities of any kind or character,
including, but not limited to, any theory of antitrust, environmental, successor or transferee liability, labor law, de facto merger
or substantial continuity, and, for the avoidance of doubt, Buyer shall have no successor liability under any collective bargaining
agreement, contract with any union or under any pension plan or other Seller Benefit Plan under which Seller or any Affiliate thereof
is or was an obligor or a party; and


 


(vii)     Buyer
shall have no Liability for any Excluded Liabilities or Excluded Assets.


 




    	 	-42-	 



     


    

 


(e)       In
the event an appeal is taken or a stay pending appeal is requested, from the Bidding Procedures Order or the Sale Order, Sellers
shall immediately notify Buyer thereof and shall provide Buyer with a copy of the related notice of appeal or order of stay. 
Sellers and Buyer shall use their respective commercially reasonable efforts to defend such appeal or stay request at their own
cost and expense and obtain an expedited resolution thereof.


 


(f)       Sellers
agree that, after the entry of the Sale Order, the terms of any reorganization or liquidation plan it submits to the Bankruptcy
Court, or any other Governmental Entity for confirmation or sanction, shall not conflict with, supersede, abrogate, nullify or
restrict the terms of this Agreement, or in any way prevent or interfere with the consummation or performance of the transactions
contemplated hereby.


 


6.8          Auction;
Bidding Procedures Order.  This Agreement is subject to approval by the Bankruptcy Court and the consideration by Sellers
and the Bankruptcy Court of competing bids during the Auction in accordance with, and to the extent permitted or required by,
the Bidding Procedures Order.  Each Seller acknowledges and agrees that Sellers agreement to pay any Break-Up Fee and Expense
Reimbursement hereunder is subject to Bankruptcy Court approval of the Break-Up Fee and Expense Reimbursement, which approval
shall be requested in the Sale Motion so that such approval of the Break-Up Fee and Expense Reimbursement shall be provided in
the Bidding Procedures Order and prior to the Auction. 


 


6.9          Taxes.


 


(a)       Without
limiting the obligations of the Parties contained elsewhere in this Agreement, (i) Sellers shall be liable for and shall pay, and
pursuant to Section 6.9(b) shall reimburse Buyer for, all Taxes (whether assessed or unassessed) applicable to the Acquired
Business and the Purchased Assets, in each case, attributable to periods (or portions thereof) ending on or prior to the Closing
Date (except for any Taxes resulting from any transactions occurring on the Closing Date after the Closing outside the Ordinary
Course of Business) and (ii) Buyer shall be liable for and shall pay, and pursuant to Section 6.9(b) shall reimburse the
applicable Seller for, all Taxes (whether assessed or unassessed) applicable to the Acquired Business, the Purchased Assets and
the Assumed Liabilities, in each case, attributable to periods (or portions thereof) beginning after the Closing Date. For purposes
of determining the liability of the Parties for Taxes under this Agreement, in the case of any Straddle Period, (i) any real, personal
and intangible property Taxes, ad valorem Taxes and similar Taxes imposed with respect to the Purchased Assets or the Acquired
Business shall be calculated by allocating to the periods before and after the Closing Date pro rata, based on (A) the number of
days of the Straddle Period in the period before and ending on the Closing Date, on the one hand, and (B) the number of days in
the Straddle Period in the period after the Closing Date, on the other hand, and (ii) all other Taxes imposed with respect to the
Purchased Assets or the Acquired Business (other than Transfer Taxes which shall be borne by Sellers as provided in Section
6.9(c)) shall be calculated by assuming that the Straddle Period consisted of two taxable periods, one which ended at the close
of the Closing Date and the other which began at the beginning of the day following the Closing Date, and such Taxes shall be allocated
between such two taxable periods on a “closing of the books basis” by assuming that the books of each of Sellers were
closed at the end of the Closing Date; provided that for these purposes any event occurring on the Closing Date following
the Closing which is outside the Ordinary Course of Business shall be treated as occurring on the day after the Closing Date to
the extent such event is not provided for in this Agreement.


 


(b)       The
applicable Seller or Buyer, as the case may be, shall provide reimbursement for any Tax paid by one Party which is the responsibility
of the other Party in accordance with the terms of this Section 6.9. Within a reasonable time prior to the payment of any
such Tax, the Party paying such Tax shall give notice to the other of the Tax payable and each Party’s respective liability
therefor, although failure to do so will not relieve the other Party from its liability hereunder. The provisions of this Section
6.9(b) shall expressly survive Closing.


 




    	 	-43-	 



     


    

 


(c)       Transfer
Taxes. Notwithstanding anything to the contrary in this Agreement, any sales Tax, use Tax, real property transfer or gains
Tax, real property records recordation fees, documentary stamp Tax or similar Tax attributable to the sale or transfer of the Purchased
Assets pursuant to this Agreement which are not exempted under the Sale Order (“Transfer Taxes”) shall be borne
solely by Sellers. Sellers and Buyer shall cooperate as reasonably requested to minimize any such Transfer Taxes, including providing
applicable resale certificates or exemption certificates not delivered to Sellers at or prior to Closing pursuant to Section
2.6(b). Sellers shall be responsible for preparing and filing all Tax Returns or other applicable documents in connection therewith
and Buyer shall cooperate with Sellers in the preparation, execution and filing of all Tax Returns or other applicable documents
for or with respect to Transfer Taxes at the reasonable request of Sellers. The provisions of this Section 6.9(c) shall
expressly survive Closing.


 


(d)       It
is intended by Sellers that, prior to Closing, Rising will convert to a limited liability company under the Delaware conversion
statute. The Parties agree that nothing in this Agreement, including Section 6.1, shall prevent such merger or conversion
or impose any Liability upon any Seller as a result of such conversion.


 


6.10        Inventory.


 


(a)       Between
the Agreement Date and the Closing Date, the Qualified Inventory maintained by Sellers shall be merchantable and fit for the purposes
for which it was intended and usable or salable in the Ordinary Course of Business, shall conform to the specifications established
therefor, shall be in compliance with the applicable quality agreement between Seller(s) and the supplier thereof, shall have been
manufactured, handled, maintained, packaged and stored in accordance with all applicable Laws, shall not be misbranded or adulterated,
within the meaning of the FDCA and shall include no damaged or defective items.


 


(b)       Subject
to Bankruptcy Court approval, Sellers shall dispose of the Inventory that is expired as of the Agreement Date reasonably promptly
after such approval.


 


6.11        Public
Announcements. Neither Sellers, on the one hand, nor Buyer, on the other hand, shall, without the approval of Rising (in the
case of a disclosure by Buyer) or Buyer (in the case of a disclosure by Sellers), make any press release or other public announcement
concerning the transactions contemplated hereby, except as and to the extent that any such Party shall be so obligated by Law,
including as may be required by the Bankruptcy Case, securities laws, or the rules of any stock exchange, in which case, each
Party shall be advised prior to such disclosure, consult with each other before issuing such press release or public announcement
and consider in good faith any comments received from the other Party at least two (2) Business Days, to the extent reasonably
practicable, prior to such issuance. The provisions of this Section 6.11 shall expressly survive Closing or any earlier
termination of this Agreement.


 




    	 	-44-	 



     


    

 


6.12        Consents;
Notices. At or prior to the Closing, Sellers shall use commercially reasonable efforts to obtain all Consents and give all
notices required for Sellers to assign the Buyer Assumed Agreements to which they are a party to Buyer to the extent not assignable
without any such approval, consent, or notice pursuant to Section 363 or Section 365 of the Bankruptcy Code. If any Consent is
not obtained prior to the Closing, then, subject to Sellers having appropriate levels of resources and personnel, Sellers, at
the sole cost of Sellers, shall continue to use commercially reasonable efforts during the three (3) months following the Closing
to obtain the Consents and, to the extent permitted by applicable Law, will establish an agency type or other similar arrangement
reasonably satisfactory to Sellers and Buyer under which Buyer would obtain, to the extent practicable, all rights under the Buyer
Assumed Agreements and assume the corresponding Assumed Liabilities for the period of time that the Consents are not obtained
and the Buyer Assumed Agreements are not assigned. For the avoidance of doubt, the Parties agree and acknowledge that (a) the
failure by Sellers to obtain any Consents not considered material to the Acquired Business shall not relieve any party of its
obligations to consummate the transactions contemplated hereby, (b) there will not be any adjustment to the Purchase Price if
any such Consents are not obtained or certain non-material Buyer Assumed Agreements are not assigned, and (c) Buyer shall not
have any claim against Sellers after the Closing in respect of any such Consents not being obtained or non-material Buyer Assumed
Agreements not being assigned.


 


6.13        Further
Assurances.


 


(a)       At
the Closing, and at all times thereafter as necessary, and without further consideration, Parent and each Seller, on the one hand,
and Buyer, on the other hand, shall execute and deliver to such requesting Person such further instruments of transfer and assignment
as such requesting Person may reasonably request in order to more effectively convey and transfer the Purchased Assets to Buyer,
in all cases at Sellers sole cost and expense. Parent and each Seller shall execute any and all documents and perform such other
acts as may be necessary or expedient to further the purposes of this Agreement and the transactions contemplated hereby.


 


(b)       To
the extent that, during the twelve (12) months following the Closing, any of Buyer, Parent or Sellers discovers that (i) any Purchased
Assets have not been transferred to Buyer or (ii) that any of the Excluded Assets have been transferred to Buyer, it shall promptly
notify the other Parties, and the Parties shall, as soon as reasonably practicable, ensure that such property or asset is transferred,
at the expense of Sellers and with any necessary prior third party consent or approval, to (A) Buyer or its designated assignee,
in the case of any Purchased Assets which were not transferred to Buyer at Closing, or (B) Parent or Sellers, as the case may be,
or their respective designated assignee, in the case of any Excluded Assets which were transferred to Buyer at Closing. Pending
such transfer, at Sellers’ expense, Buyer, Parent or Sellers, as applicable, shall hold in trust such Purchased Assets or
Excluded Assets, as applicable, and provide to the applicable other Party or its designated assignee all of the benefits associated
with the ownership of such Purchased Assets or Excluded Assets, as applicable, and cause such Purchased Assets or Excluded Assets,
as applicable, to be used or retained as may be reasonably instructed by the other Party.


 


(c)       If
during the twelve (12) months following the Closing, any of Buyer, Parent or Sellers discovers that Parent or any of its Affiliates
(other than Sellers) possesses, owns or holds any right, title or interest in, to or under any properties or assets used in connection
with the Pharma Business as conducted at any time prior to the Closing, but excluding any property or assets primarily related
to the Chemicals Plus Business, and such property or assets, if owned, held or possessed by any Seller as of the Agreement Date
or the Closing Date would have been Purchased Assets but for such property or assets being owned, held or possessed by Parent or
such Affiliate, such Party shall promptly notify the other Parties, and the Parties shall, as soon as reasonably practicable, ensure
that such property or asset is transferred, at the expense of Parent and with any necessary prior third party consent or approval,
to Buyer or its designated assignee. Pending such transfer, at Parent’s expense, Parent or its Affiliate, as applicable,
shall hold in trust such property or asset and provide to the applicable other Party or its designated assignee all of the benefits
associated with the ownership of such property or asset and cause such property or asset to be used or retained as may be reasonably
instructed by Buyer or its designated assignee.


 




    	 	-45-	 



     


    

 


(d)       To
the extent permitted by applicable Law, for Tax purposes, any Excluded Assets referred to in Section 6.13(b) shall be considered
to have never been transferred, and any Purchased Assets referred to in Section 6.13(b) and any property or assets referred
to in Section 6.13(c) shall be considered to have been transferred as of the Closing Date.


 


6.14        Non-Enforcement
of Certain Covenants. Parent and Sellers shall not, and shall cause their respective Affiliates not to, enforce, or pursue
any claims with respect to, any of the restrictive covenants set forth in (a) that certain Restrictive Covenants Agreement dated
November 2, 2016, by and among Citgen Pharma Holding LLC, a New Jersey limited liability company, Gensource Pharma LLC, a Delaware
limited liability company, SS Pharma LLC, a New Jersey limited liability company, Shore Pharma LLC, a New Jersey limited liability
company, Pharma Reach LLC, a New Jersey limited liability company, Vimal Kavuru, Sudha Kavuru, Subha Sri Thogarchedu, Ashok Mayya
(collectively, the “Released Parties”), Parent and Sellers party thereto and (b) that certain Employment Agreement
dated November 2, 2016, by and between Rising and Vimal Kavuru, and the Released Parties are hereby released from any and all
obligations arising under such restrictive covenants.


 


6.15        Insurance.


 


(a)       Contemporaneously
with the Closing, Sellers shall purchase, at Buyer’s sole expense, “run-off” coverage for their respective product
liability insurance policies for a period of six (6) years from the date of Closing with terms and conditions that are no less
advantageous than the current product liability insurance policies with respect to claims arising from or related to facts or events
that occurred at or before the Closing. The premium for such “run-off” product liability policies shall not exceed
200% of the current annual premium of each such policy (the “Run-Off Premium”); provided, however,
that if the quoted premium for each of the “run-off” insurance policies exceeds the Run-Off Premium, then such “run-off”
insurance policies will be obtained on the most favorable terms available at the Run-Off Premium.


 


(b)       Sellers
shall use commercially reasonable efforts to cause their product liability insurance carriers, to expressly name Buyer as additional
insured on their respective product liability insurance policies, with respect to any matters or claims arising from or related
to the Purchased Assets and the Acquired Business to the extent arising from or related to facts or events that occurred at or
prior to the Closing. Buyer shall be solely and fully responsible for any (i) deductibles, retentions, or co-insurance in such
product liability insurance policies with respect to any claims made by Buyer under such policies and (ii) any additional premium
charged by the product liability insurance carriers to add Buyer as an additional insured to the product liability insurance policies.


 


(c)       If
Buyer is not named as an additional insured on Sellers’ product liability insurance policy, then to the extent that the Purchased
Assets were insured under product liability insurance policies of Sellers prior to the Closing Date, for a period not to exceed
six (6) months following the Closing, (i) at Buyer’s written request Sellers shall make claims under such product liability
policies with respect to occurrences, events, conditions, or circumstances relating to the Purchased Assets that occurred or existed
prior to the Closing and (ii) if Sellers receive any amounts under any such insurance policy with respect to any occurrence, event,
condition, or circumstance relating to the Purchased Assets that occurred or existed prior to the Closing, for which Buyer is held
liable, Sellers shall promptly forward such amounts to Buyer (net of reasonable costs of recovery of Sellers or their respective
Affiliates). In the event of any dispute regarding the date of any loss or occurrence, the terms of the applicable insurance policies
shall govern.


 




    	 	-46-	 



     


    

 


6.16        Trade
Notification. Sellers and Buyer shall mutually agree on the method, content, form and timing of notifications to manufacturers,
distributors, suppliers, customers and other third parties of the Acquired Business or the sale of the Purchased Assets to Buyer,
such agreement not to be unreasonably withheld, conditioned or delayed by any of the Parties. Sellers and Buyer agree to provide
sufficient advance notice prior to Closing to such Persons of the transactions contemplated hereby and the plans associated therewith,
so as to facilitate the transition of the Acquired Business from Sellers to Buyer.


 


6.17        Transfer
of Product Registrations, Related Applications and Dossiers. On or promptly after
the Closing Date (but in any event within five (5) Business Days), each Seller shall deliver a letter to the FDA transferring
the rights to the Product Registrations to Buyer (or their designee). Within five (5) Business Days of such delivery by Sellers,
Buyer shall deliver a letter to the FDA assuming and acknowledging responsibility for the Product Registrations from Sellers.
On the Closing Date or promptly thereafter (but in any event within five (5) Business Days), each Seller shall deliver to Buyer,
or its Affiliate as directed by Buyer, in physical and electronic form, the Registration Information and Regulatory Documentation.
Following the transfer of the Product Registrations, Sellers shall retain no rights in the Product Registrations or Registration
Information, including any rights to use or reference.


 


6.18        Correspondence;
Payments.


 


(a)       Parent
and each Seller authorize Buyer on and after the Closing Date to receive and open all mail and other communications received by
Buyer relating to the Purchased Assets and the Assumed Liabilities and to deal with the contents of such communications in good
faith and in a proper manner. Parent and each Seller shall use commercially reasonable efforts to promptly deliver, or cause to
be delivered, to Buyer any mail or other communications received by any Parent, Seller or its respective Affiliates from (x) any
Governmental Entity (including the FDA), customer, supplier or manufacturer intended for Buyer (including any mail or other communications
in respect of the Purchased Assets, the subject matter of this Agreement, the Ancillary Documents and the Release) within two (2)
Business Days following receipt thereof, and (y) any other Person intended for Buyer (including any mail or other communications
in respect of the Purchased Assets, the subject matter of this Agreement, the Ancillary Documents and the Release) within five
(5) Business Days following receipt thereof.


 


(b)       Sellers
agree that, from and after the Closing Date, Buyer has the right and authority to endorse, without recourse, any check or other
evidence of indebtedness received by Buyer in respect of any Account Receivable which are included within the Purchased Assets
transferred to Buyer pursuant to this Agreement and Sellers shall furnish Buyer such evidence of this authority as Buyer may reasonably
request.


 


(c)       Following
the Closing, to the extent such amounts constitute Purchased Assets hereunder, each Seller shall promptly remit to Buyer all accounts
receivable and other similar payments received by it relating to the post-Closing operation of the Acquired Business and, until
such payment is made, such Seller shall hold such amounts in trust for Buyer. Following the Closing, to the extent such amounts
constitute Excluded Assets hereunder, Buyer shall promptly remit to Sellers all accounts receivable and other similar payments
received by it relating to any such Excluded Asset and, until such payment is made, Buyer shall hold such amounts in trust for
Sellers.


 




    	 	-47-	 



     


    

 


6.19        Name
Change. Sellers shall, as promptly as practicable (but in no event later than twenty (20) Business Days) after the
Closing, cease using and displaying any trademarks that are included in the Purchased Assets, and in accordance with such requirement,
Sellers shall use commercially reasonable efforts to, no later than twenty (20) Business Days after the Closing, legally change
their respective corporate and business names (to the extent such names include such trademarks or a confusingly similar trademarks)
to names that are not confusingly similar to such trademarks, and file notices of such name changes with the Bankruptcy Court.
Subject to the approval of the Bankruptcy Court to change Sellers’ name for purposes of the Bankruptcy Case (which approval
Sellers shall seek and use commercially reasonable efforts to obtain promptly following the Closing), under no circumstance shall
Sellers, after the Closing, use or otherwise exploit the trademarks included in the Purchased Assets or any other indicia confusingly
similar to the trademarks included in the Purchased Assets, copyrights included in the Purchased Assets, or any work substantially
similar to the copyrights included in the Purchased Assets, as a source identifier in connection with any Seller product, service
or corporate, business or domain name.


 


ARTICLE
VII

CONDITIONS TO THE PURCHASE AND SALE


 


7.1          Conditions
to Each Party’s Obligation to Close. The respective obligations of each Party to effect the Asset Purchase shall be
subject to the fulfillment (or waiver in a writing signed by the waiving party, to the extent permissible under applicable Law
and provided that such waiver shall only be effective as to the conditions of the waiving party) at or prior to the Closing of
the following conditions:


 


(a)       no
injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect
and no Law shall have been adopted that remains in effect or be effective, in each case, that prevents, enjoins, prohibits or makes
illegal the consummation of the Asset Purchase;


 


(b)       any
waiting periods applicable to the Asset Purchase under the HSR Act and any other Antitrust Laws have expired or been terminated
and/or the relevant approvals under such Laws have been acquired, and all material consents, licenses, registrations, or declarations
of, or filings with, any Governmental Entities in any such jurisdictions required under any Laws for the Asset Purchase to be completed
have been obtained or made on a basis acceptable to Sellers and Buyer, such acceptance not to be unreasonably withheld, delayed
or conditioned; and


 


(c)       the
Sale Order is not subject to any stay and is in effect.


 


7.2          Conditions
to Obligation of Sellers to Close. The obligation of Sellers to sell the Purchased Assets at Closing is further subject to
the fulfillment (or waiver in a writing signed by Sellers, to the extent permissible under applicable Law) at or prior to the
Closing of the following conditions:


 


(a)       the
representations and warranties of Buyer contained herein shall be true and correct in all material respects as of the Agreement
Date and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties
speak as of an earlier date, in which case, such representations and warranties shall be true and correct in all material respects
as of such earlier date);


 


(b)       Buyer
shall have performed and complied in all material respects with all covenants required by this Agreement to be performed or complied
with by Buyer prior to Closing;


 


(c)       Buyer
shall have delivered to Sellers a certificate, dated the Closing Date and signed by a duly authorized executive officer (in such
officer’s capacity as such and not individually) of Buyer, certifying to the effect that the conditions set forth in Section
7.2(a) and Section 7.2(b) have been satisfied;


 


(d)       Buyer
shall have paid the Purchase Price in accordance with Section 2.2;


 


(e)       the
Sale Order shall have been entered and not be subject to any stay;


 


(f)       Buyer
shall be prepared to deliver, or cause to be delivered, to Sellers the items set forth in Section 2.6; and


 




    	 	-48-	 



     


    

 


(g)       the
sale of the Chemicals Plus Business pursuant to Section 363 of the Bankruptcy Code shall have been consummated, or shall be consummated
substantially concurrently with, the Closing, unless such sale has not occurred within five (5) Business Days following satisfaction
of the closing conditions set forth in Sections 7.2(a) through (f).


 


7.3          Conditions
to Obligation of Buyer to Close. The obligation of Buyer to purchase the Purchased Assets at Closing is further subject to
the fulfillment (or the waiver in a writing signed by Buyer, to the extent permissible under applicable Law) at or prior to the
Closing of the following conditions:


 


(a)       the
representations and warranties of Sellers contained herein shall be true and correct as of the Closing Date as though made on and
as of such date (except to the extent such representations and warranties speak as of an earlier date, in which case, such representations
and warranties shall be true and correct in all respects as of such earlier date), interpreted without giving effect to any Material
Adverse Effect or materiality qualifications, except where all failures of such representations and warranties to be true and correct,
in the aggregate, do not have or would not reasonably be expected to have, a Material Adverse Effect;


 


(b)       Sellers
shall have performed and complied in all material respects with all covenants required by this Agreement to be performed or complied
with by them prior to the Closing (which, for the avoidance of doubt, shall not include the transactions referred to in Section
6.9(d));


 


(c)       each
Seller shall have delivered to Buyer a certificate, dated the Closing Date and signed by a duly authorized executive officer (in
such officer’s capacity as such and not individually) of such Seller, certifying to the effect that the conditions set forth
in Section 7.3(a) and Section 7.3(b) have been satisfied;


 


(d)       Sellers
shall have delivered, or caused to be delivered, to Buyer all of the items set forth in Section 2.7; provided, however,
that (i) provision of the certifications referenced in Section 2.7(h) shall not be a condition to Closing and (ii) the sole
remedy for failure to provide such certifications shall be that Buyer shall be entitled to withhold any amount required to be withheld
pursuant to applicable Law;


 


(e)       since
the Agreement Date, there shall not have occurred and be continuing any event, change, effect or circumstance constituting, or
which would reasonably be likely to result in, individually or in the aggregate, a Material Adverse Effect;


 


(f)       the
Sale Order shall have been entered and deemed a Final Order;


 


(g)       the
Qualified Inventory Amount shall be not less than $60,000,000;


 


(h)       the
Release shall have been approved by Final Order of the Bankruptcy Court; and


 


(i)       Buyer
shall have received a notification from the Department pursuant to Section 1.6(b), setting forth the amount of the Purchase
Price to be set aside in the Tax Escrow, or stating that no Tax Escrow is required.


 




    	 	-49-	 



     


    

 


7.4          Frustration
of Closing Conditions. Neither Buyer nor Sellers may rely on the failure of any condition set forth in this ARTICLE VII
to be satisfied if such failure was caused by a material breach of this Agreement by such Party.


 


ARTICLE
VIII

TERMINATION


 


8.1          Termination.
Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated, and the transactions contemplated
hereby may be abandoned, at any time prior to the Closing, as follows:


 


(a)       by
the mutual written consent of Sellers and Buyer;


 


(b)       by
either Sellers or Buyer, if the transactions contemplated hereby (other than the transactions referred to in Section 6.9(d)),
including the Asset Purchase, shall not have been consummated on or prior to 5:00 p.m. New York City Time, on May 31, 2019 (the
“End Date”); provided that, if as of the End Date any of the conditions set forth in Section 7.1(a)
(solely to the extent such condition has not been satisfied due to an order or injunction arising under any Antitrust Law), Section
7.1(b) shall not have been satisfied or waived, the End Date may be extended on one occasion by either Buyer or Sellers for
a period of up to thirty (30) calendar days by written notice to the other Party, and such date, as so extended, shall be the End
Date; provided, further, that the right to terminate this Agreement pursuant to this Section 8.1(b) shall
not be available to a Party, if the failure of the transactions contemplated hereby to be consummated by such date shall be due
to the breach by such Party of any covenant or other agreement of such Party set forth in this Agreement;


 


(c)       by
either Sellers or Buyer, if an Order by a Governmental Entity of competent jurisdiction shall have been issued permanently restraining,
enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby and such order shall have become final
and nonappealable; provided that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not
be available to a Party if such Order resulted from, or could have been avoided but for, the breach by such Party of any covenant
or other agreement of such Party set forth in this Agreement;


 


(d)       by
Sellers, if Buyer shall have breached or there is any inaccuracy in any of its representations or warranties, or shall have breached
or failed to perform any of its covenants or other agreements contained in this Agreement, which breach, inaccuracy or failure
to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth
in Section 7.2(a) or Section 7.2(b) (except for any conditions that by their nature can only be satisfied on the
Closing Date, but subject to the satisfaction of such conditions on the Closing Date or waiver by the Party entitled to waive such
conditions in accordance with the terms thereof) and (ii) is either not curable or is not cured by the later of (A) the End Date
and (B) the date that is thirty (30) calendar days following written notice from Sellers to Buyer of such breach, inaccuracy or
failure; provided, that Sellers may not terminate this Agreement pursuant to this Section 8.1(d) if any Seller is
in material breach or violation of its representations, warranties or covenants contained in this Agreement;


 


(e)       by
Buyer, if Sellers shall have breached or there is any inaccuracy in any of their representations or warranties, or shall have breached
or failed to perform any of their covenants or other agreements contained in this Agreement, which breach, inaccuracy or failure
to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth
in Section 7.3(a) or Section 7.3(b) (except for any conditions that by their nature can only be satisfied on the
Closing Date, but subject to the satisfaction of such conditions on the Closing Date or waiver by the Party entitled to waive such
conditions in accordance with the terms thereof) and (ii) is either not curable or is not cured by the earlier of (A) the End Date
and (B) the date that is thirty (30) calendar days following written notice from Buyer to Sellers of such breach, inaccuracy or
failure; provided, that Buyer may not terminate this Agreement pursuant to this Section 8.1(e) if Buyer is in material
breach or violation of its representations, warranties or covenants contained in this Agreement;


 




    	 	-50-	 



     


    

 


(f)       by
either Sellers or Buyer, if (i) the Bidding Procedures Order has not been entered by the Bankruptcy Court on or prior to the date
that is forty-five (45) calendar days after the Sale Motion is filed with the Bankruptcy Court, (ii) the Sale Order has not been
entered by the Bankruptcy Court on or prior to the date that is sixty-seven (67) calendar days after the execution and delivery
of this Agreement (which, in no event, shall be later than the End Date), provided that, in the case of a termination by
Buyer, Buyer is not in material breach of any terms of this Agreement prior to such termination, or, in the case of a termination
by Sellers, Sellers are not in material breach of any terms of this Agreement prior to such termination, or (iii) Sellers withdraw
the Sale Motion without Buyer’s consent, with such termination to occur no earlier than three (3) Business Days after such
withdrawal;


 


(g)       by
Buyer, if the Bankruptcy Case is dismissed or converted to a case under Chapter 7 of the Bankruptcy Code for any reason;


 


(h)       by
either Sellers or Buyer, if (i) the Bankruptcy Court approves and Sellers consummate an Alternative Bid or (ii) Buyer is not the
Successful Bidder at the Auction; provided, that, if Buyer is not the Successful Bidder at the Auction, but is the Back-Up
Bidder, then Buyer shall not be permitted to terminate this Agreement pursuant to this Section 8.1(h) until the Back-Up
Period End Date; provided, further, that Buyer shall not be permitted to terminate this Agreement pursuant to this Section
8.1(h) if Buyer is then in breach of the terms of this Agreement;


 


(i)       by
Buyer, if Sellers or Parent (or a permitted third party) files a proposed plan of reorganization or liquidation in the Chapter
11 Case which does not provide for the consummation of the transactions with Buyer as set forth herein;


 


(j)       by
Buyer if there has been any event, change, effect or circumstance constituting, or which would reasonably be likely to result in,
individually or in the aggregate, a Material Adverse Effect; or


 


(k)       by
Sellers, if (x) the Bankruptcy Court takes any action that precludes the satisfaction of the condition set forth in Section
7.3(h) or declines to, or otherwise does not, approve the Release, (y) Sellers request in writing that Buyer irrevocably and
fully waive in writing such condition after the Bankruptcy Court takes such action or fails to so approve the Release, and (z)
Buyer does not irrevocably and fully waive in writing the condition set forth in Section 7.3(h) within thirty-six (36)
hours after Sellers provide such written request to Buyer.


 


8.2          Effect
of Termination. In the event of termination of this Agreement pursuant to Section 8.1, this Agreement shall terminate
(except that the Confidentiality Agreement, Section 2.3, this Section 8.2, Section 8.3, Section 8.4
and ARTICLE IX shall survive any termination), and there shall be no other Liability on the part of Parent, Sellers or
Buyer to any other Party, other than as set forth in Section 2.3, Section 8.3 and Section 8.4; provided that
nothing herein shall relieve any Party from Liability for fraud, willful misconduct or a Willful Breach of its covenants or agreements
set forth in this Agreement prior to such termination. In the event of termination of this Agreement, and regardless of the reason
for the termination, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms and any
such termination shall not amend, modify, release, waive or otherwise limit any rights or obligations under the Confidentiality
Agreement.


 




    	 	-51-	 



     


    

 


8.3          Break-Up
Fee; Expense Reimbursement.


 


(a)       Sellers
acknowledge (i) that Buyer has made a substantial investment in time and incurred substantial out-of-pocket expenses in connection
with the negotiation and execution of this Agreement, its due diligence with respect to the Purchased Assets, and its efforts to
consummate the transactions contemplated hereby, and (ii) that Buyer’s efforts have substantially benefited Sellers and will
benefit Sellers and will benefit the bankruptcy estate of Sellers, as actual and necessary costs of administration, through the
submission of the offer reflected in this Agreement which will serve as a minimum bid on which other potentially interested bidders
can rely. Therefore, as compensation for entering into this Agreement, taking action to attempt to consummate the transactions
contemplated hereby and incurring the costs and expenses related thereto and other losses and damages, including foregoing other
opportunities, Sellers agree, jointly and severally, to pay to Buyer promptly and in any event within one (1) Business Day from
when due and payable in accordance with the provisions of Section8.3(b), an amount equal to $672,500 (the “Break-Up
Fee”), and/or the Expense Reimbursement.


 


(b)       Subject
to limitations set forth in the Bidding Procedures, the Break-Up Fee shall become due and payable to Buyer (and until paid shall
constitute an allowed administrative expense claim of Sellers’ bankruptcy estate under §503(b) of the Bankruptcy Code
(without need for further application, motion or order)), if this Agreement is validly terminated by Buyer or Sellers pursuant
to (i) Section 8.1(f)(ii) (provided, that, in the case of termination by Buyer, Buyer is not then in material breach
of any terms of the Agreement) or Section 8.1(f)(iii) or (ii) (A) Section 8.1(h) and (B) Sellers receive the cash
consideration in connection with the closing of the Alternative Transaction. Subject to limitations set forth in the Bidding Procedures,
the Expense Reimbursement shall become due and payable to Buyer (and until paid shall constitute an allowed administrative expense
claim of Sellers’ bankruptcy estate under §503(b) of the Bankruptcy Code (without need for further application, motion
or order)), if this Agreement is validly terminated by Buyer pursuant to Section 8.1(b), Section 8.1(e), Section
8.1(f)(ii), 8.1(f)(iii), Section 8.1(g), Section 8.1(h), Section 8.1(i) and Section 8.1(j).
Upon such termination, and in any event as soon as practicable following demand, Sellers shall, jointly and severally, promptly
pay Buyer the Expense Reimbursement by wire transfer to the account designated by Buyer in immediately available funds.


 


8.4          Return
of Good Faith Deposit. In the event that this Agreement is validly terminated pursuant to Sections 8.1(a), Section
8.1(b), Section 8.1(c), Section 8.1(e), Section 8.1(f), Section 8.1(g), Section 8.1(h),
Section 8.1(i), Section 8.1(j) or Section 8.1(k) and provided that Buyer is not in material breach of any
terms of this Agreement prior to such termination, the Good Faith Deposit Escrow Holder shall disburse to Buyer any amounts held
in the Good Faith Deposit Escrow pursuant to the Bidding Procedures.


 


ARTICLE
IX

MISCELLANEOUS


 


9.1          No
Survival. The representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant
to this Agreement shall not survive the Closing and shall be extinguished by the Closing and the consummation of the transactions
contemplated hereby, except for covenants and agreements that, by their terms, contemplate performance after, or otherwise expressly
by their terms survive, the Closing.


 


9.2          Expenses.
Except as otherwise provided in this Agreement, whether or not the Asset Purchase is consummated, all costs and expenses incurred
in connection with the Asset Purchase, this Agreement and the transactions contemplated hereby shall be paid by the Party incurring
or required to incur such expenses; provided that Buyer and Sellers shall equally share and pay all fees and expenses of the Escrow
Agent.


 




    	 	-52-	 



     


    

 


9.3          Counterparts;
Effectiveness. This Agreement may be executed in counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have
been signed by each of the Parties and delivered (by telecopy, electronic delivery or otherwise) to the other Parties. Signatures
to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” form, or
by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the
same effect as physical delivery of the paper document bearing the original signature.


 


9.4          Governing
Law; Jurisdiction.


 


(a)       This
Agreement, and all claims or causes of action (whether at Law, in contract, in tort or otherwise) that may be based upon, arise
out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the
State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State
of New York.


 


(b)       All
Proceedings arising out of or relating to this Agreement, including the resolution of any and all disputes hereunder, shall be
heard and determined in the Bankruptcy Court, and the Parties irrevocably submit to the exclusive jurisdiction of the Bankruptcy
Court in any such Proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such Proceeding.
The Parties consent to service of process by mail (in accordance with Section 9.7) or any other manner permitted by law.


 


9.5          Remedies.


 


(a)       The
Parties agree and acknowledge that if any of the provisions of this Agreement were not performed in accordance with their specific
terms or were otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult
to determine, and accordingly (i) each of the Parties shall be entitled to, and may seek in the alternative, such remedies as are
available at law and in equity, and (ii) (A) except as otherwise provided in Section 9.5(b) and Section 9.5(c), the
Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and shall be entitled to specific
performance of the terms hereof, in each case, in the Bankruptcy Court (as set forth in Section 9.4(b)), this being in addition
to any other remedy to which they are entitled at law or in equity, (B) the Parties waive any requirement for the securing or posting
of any bond in connection with the obtaining of any specific performance or injunctive relief and (C) the Parties agree, in any
action for specific performance, that there is no adequate remedy at law. In circumstances where Buyer is obligated to consummate
the Asset Purchase and the Asset Purchase has not been consummated, Buyer expressly acknowledges and agrees that Sellers shall
have suffered irreparable harm, that monetary damages will be inadequate to compensate Sellers, and that Sellers shall be entitled
(in addition to any other remedy that may be available to them whether in law or equity, including monetary damages) to enforce
specifically Buyer’s obligations to consummate the Asset Purchase. Sellers’ pursuit of specific performance at any
time will not be deemed an election of remedies or waiver of the right to pursue any other right or remedy to which Sellers may
be entitled. In no event shall the Parties be entitled to receive both a grant of specific performance of the consummation of the
Asset Purchase pursuant to Section 9.5 and monetary damages to which it is entitled pursuant to this Agreement with respect
to termination of this Agreement. For the avoidance of doubt, the Parties shall be entitled to seek the remedies provided herein,
in the alternative, and not be required to elect their remedies in any Proceeding brought to seek redress for the failure of Buyer
to consummate the Asset Purchase pursuant to this Agreement.


 




    	 	-53-	 



     


    

 


(b)       Notwithstanding
Section 9.5(a) or anything else to the contrary in this Agreement, except as set forth in this Section 9.5(b) and
Section 9.5(c), Sellers shall not be entitled to seek to enforce specifically Buyer’s obligations to consummate the
Asset Purchase unless (i) all of the conditions set forth in Section 7.1 and Section 7.3 (other than those conditions
that by their nature are to be satisfied at the Closing or the failure of which to be satisfied is caused by a breach by Buyer
of its representations, warranties, covenants or agreements contained in this Agreement) shall have been satisfied (or are capable
of being satisfied at the Closing) or (to the extent permissible under applicable Law) waived and (ii) Buyer has failed to complete
the Closing by the date the Closing is required to have occurred pursuant to this Agreement.


 


(c)       In
the event of any breach prior to the Closing by Sellers or Parent of any of their respective agreements, representations, or warranties
contained herein or in the Bidding Procedures Order or the Sale Order, including any Willful Breach, Buyer’s sole and exclusive
remedies shall be (i) to exercise Buyer’s rights to terminate this Agreement pursuant to ARTICLE VIII, in accordance
with the terms of such ARTICLE VIII, (ii) the return of the Good Faith Deposit as provided in Section 2.3, and (iii)
to the Break-Up Fee and the Expense Reimbursement, as applicable, if earned in accordance with Section 8.3, and Buyer shall
not have any further cause of action for damages, specific performance, or any other legal or equitable relief against Sellers
with respect thereto.


 


(d)       In
the event of any breach prior to the Closing by Buyer of any of Buyer’s agreements, representations, or warranties contained
herein, including any Willful Breach, Parent and Sellers’ sole and exclusive remedies shall be (i) to exercise Sellers’
rights to terminate this Agreement pursuant to ARTICLE VIII, in accordance with the terms of such ARTICLE VIII, (ii)
the payment of the Good Faith Deposit as provided in Section 2.3, and (iii) to enforce any provision of this Agreement pursuant
to Section 9.5(a) (including the right to such remedies as are available at law and in equity).


 


9.6          WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


9.7          Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given (a) upon personal delivery to the
Party to be notified; (b) when received when sent by email or facsimile by the Party to be notified; provided that notice given
by email or facsimile shall not be effective unless either (i) a duplicate copy of such email or fax notice is promptly given
by one of the other methods described in this Section 9.7 or (ii) the receiving Party delivers a written confirmation of
receipt for such notice either by email or fax or any other method described in this Section 9.7; or (c) when delivered
by a courier (with confirmation of delivery); in each case, to the Party to be notified at the following address:


 


To Buyer:


 


Shore Suven Pharma, Inc.


1100 Cornwall Road, Suite 110


Monmouth Junction, New Jersey 08852


Attention:          Vimal Kavuru, Chief Executive Officer


Email:                vkavuru@shorepharma.com


 




    	 	-54-	 



     


    

 


with a copy (which shall
not constitute notice) to:


 


Reed Smith LLP


599 Lexington Avenue, 22nd Floor


New York, New York 10022


Facsimile:      (212) 521-5450


Attention:       Niket Rele, Esq.


Email:             nrele@reedsmith.com


 


To Sellers and Parent:


 


Aceto Corporation


4 Tri Harbor Ct.


Port Washington, New York 11050


Facsimile: (516) 478-9857


Attention: Steven S. Rogers, Chief Legal Officer


Email: srogers@aceto.com


 


with a copy (which shall
not constitute notice) to:


 


Lowenstein Sandler LLP


1251 Avenue of the Americas


New York, New York 10020


Facsimile:      (973) 597-2507


Attention:       Steven E. Siesser, Esq.


  Peter H. Ehrenberg, Esq.


Email:             ssiesser@lowenstein.com


  pehrenberg@lowenstein.com


 


or to such other address as any Party shall
specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated or
personally delivered. Any Party may notify any other Party of any changes to the address or any of the other details specified
in this Section 9.7; provided that such notification shall only be effective on the date specified in such notice
or five (5) Business Days after the notice is given, whichever is later. Rejection or other refusal to accept or the inability
to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of
such rejection, refusal or inability to deliver.


 


9.8          Assignment;
Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated
by any of the Parties without the prior written consent of the other Parties; provided, however, that Buyer may
assign this Agreement in whole or in part to a controlled Affiliate of Buyer, but no such assignment shall relieve Buyer of its
obligations under this Agreement. Subject to the first sentence of this Section 9.8, this Agreement shall be binding upon
and shall inure to the benefit of the Parties and their respective successors and assigns. Any purported assignment not permitted
under this Section 9.8 shall be null and void.


 


9.9          Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is as broad as to be unenforceable,
such provision shall be interpreted to be only so broad as is enforceable.


 


9.10        Entire
Agreement. This Agreement together with the exhibits hereto, schedules hereto the Confidentiality Agreement, the Release and
the Ancillary Documents constitute the entire agreement, and supersede all other prior agreements and understandings, both written
and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof, and this Agreement is not
intended to grant standing to any Person other than the Parties.


 




    	 	-55-	 



     


    

 


9.11        Amendments;
Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing
and signed, in the case of an amendment, by Sellers and Buyer or, in the case of a waiver, by the Party against whom the waiver
is to be effective. Notwithstanding the foregoing, no failure or delay by any Party in exercising any right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any other right
hereunder.


 


9.12        Headings.
Headings of the Articles and Sections of this Agreement are for convenience of the Parties only and shall be given no substantive
or interpretive effect whatsoever. The table of contents to this Agreement is for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.


 


9.13        No
Third-Party Beneficiaries. Sellers and Buyer agree that (a) its representations, warranties, covenants and agreements set
forth herein are solely for the benefit of the other Parties, in accordance with and subject to the terms of this Agreement, and
(b) this Agreement is not intended to, and does not, confer upon any Person other than the Parties any rights or remedies hereunder,
including the right to rely upon the representations and warranties set forth herein. Notwithstanding the foregoing, each of the
Released Parties shall be an express third party beneficiary of and shall be entitled to rely upon Section 6.14 and this
Section 9.13.


 


9.14        No
Successor. Nothing in this Agreement, the Release or any Ancillary Document shall create any implication, covenant, or commitment
that Buyer is a successor or successor-in-interest to any Seller or the Chemicals Plus Business.


 


9.15        Interpretation.
When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this
Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,”
“herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement, unless the context otherwise requires. The word “or”
shall not be deemed to be exclusive. The word “extent” and the phrase “to the extent” when used in this
Agreement shall mean the degree to which a subject or other thing extends, and such word or phrase shall not mean simply “if.”
All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered
pursuant thereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular
as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. References
in this Agreement to specific laws or to specific provisions of laws shall include all rules and regulations promulgated thereunder.
Each of the Parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent
or interpretation arises, this Agreement must be construed as if it is drafted by all the Parties, and no presumption or burden
of proof shall arise favoring or disfavoring any Party by virtue of authorship of any of the provisions of this Agreement.


 


9.16        Non-Recourse.
Notwithstanding anything herein to the contrary, no Representative of, Affiliate (or Representative of an Affiliate) of, or direct
or indirect equity owner in, any Sellers shall have any personal liability to either Buyer or any other Person as a result of
the breach of any representation, warranty, covenant, agreement or obligation of Sellers in this Agreement, and no Representative
of, Affiliate (or Representative of an Affiliate) of, or direct or indirect equity owner in, Buyer shall have any personal liability
to Parent, Sellers or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation
of Buyer in this Agreement.


 




    	 	-56-	 



     


    

 


9.17        Definitions.


 


(a)       Certain
Specified Definitions. As used in this Agreement:


 


“Accounts
Receivable” means all accounts receivable and other rights to payment of Sellers, and the full benefit of all security
for such accounts receivable or rights to payment, in respect of goods shipped or products sold or services rendered to customers
by Sellers, and any claim, remedy or other right of Sellers related to any of the foregoing, including, for the avoidance of doubt,
the entries set forth on Schedule 1.1(a), net of the Assumed Accrued Liabilities, but excluding any Intracompany Receivables.


 


“Acquired
Business” means the Pharma Business as conducted by Sellers as of the Agreement Date. For the avoidance of doubt, the
Acquired Business excludes the assets and liabilities related to the Chemicals Plus Business.


 


“Acquired
Real Property” means real property subject to Assumed Real Property Leases.


 


“Affiliate”
means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled
by, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled
by” and “under common control with”) shall mean possession, directly or indirectly, of the power to direct or
cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests,
by contract or otherwise) of such Person. Further, it is clarified that the holding of fifty percent (50%) or more of the voting
rights in any Person shall be deemed to constitute possession of the power to direct or cause the direction of management or policies
of such Person.


 


“Alternative
Bid” means a higher or better competing bid, including, in consideration of any sale, transfer, liquidation, or disposition
of the Acquired Business or Purchased Assets or of a plan of reorganization or liquidation with respect to the Acquired Business
or Purchased Assets.


 


“Alternative
Transaction” means one or more agreements to sell, transfer, or otherwise dispose of any material portion of the Purchased
Assets, either alone or together with any other portion of the Business, in a transaction or series of transactions (other than
in the Ordinary Course of Business) with one or more Persons, other than Buyer, pursuant to an Alternative Bid that actually closes.


 


“Ancillary
Documents” means the Bill of Sale, the Assignment and Assumption Agreement, the Assignment of Intellectual Property,
the Assignment and Assumption of Leases, the Escrow Agreement and each other agreement, document or instrument (other than this
Agreement) executed and delivered by the Parties in connection with the consummation of the transactions contemplated hereby.


 


“ANDA”
means an Abbreviated New Drug Application as defined in the FDCA.


 


“Assignment
and Assumption Agreement” means an assignment and assumption agreement in substantially the form of Exhibit A.


 


“Back-Up Bidder”
has the meaning specified in the Bidding Procedures Order.


 


“Back-Up Period
End Date” means the date upon which an Alternative Transaction has been consummated following approval by the Bankruptcy
Court.


 


“Bidding Procedures”
means the bidding procedures in substantially the form attached hereto as Exhibit B or otherwise in form and substance reasonably
acceptable to Buyer, together with any changes thereto reasonably approved by Buyer, if any, as shall have been required by the
Bankruptcy Court.


 




    	 	-57-	 



     


    

 


“Bidding Procedures
Order” means an order of the Bankruptcy Court, in substantially the form attached hereto as Exhibit C or otherwise
in a form and substance reasonably acceptable to Buyer.


 


“Bill of Sale”
means a bill of sale in substantially the form attached hereto as Exhibit D.


 


“Books and
Records” means all books, records, files, invoices, inventory records, product specifications, advertising, marketing,
and promotional materials, customer lists, cost and pricing information, supplier lists, business plans, catalogs, customer literature,
quality control records and manuals, research and development files, records and laboratory books, credit records of customers
and audited financial statements (including all books of accounts, ledgers, trial balances, etc. used in the preparation thereof)
for the six (6) fiscal years prior to the Closing Date (including all data and other information stored on discs, tapes or other
media).


 


“Bribery Legislation
Laws” means all and any of the following: the FCPA; the Organization For Economic Co-operation and Development Convention
on Combating Bribery of Foreign Public Officials in International Business Transactions and related implementing legislation; the
relevant common law or legislation in England and Wales relating to bribery and/or corruption, including, the Public Bodies Corrupt
Practices Act 1889; the Prevention of Corruption Act 1906 as supplemented by the Prevention of Corruption Act 1916 and the Anti-Terrorism,
Crime and Security Act 2001; the Bribery Act 2010; the Proceeds of Crime Act 2002; and any applicable anti-bribery or anti-corruption
related provisions in criminal and anti-competition Laws and/or anti-bribery, anti-corruption and/or anti-money laundering Laws
of any jurisdiction in which the Acquired Business operates.


 


“Business
Day” means any day other than a Saturday, Sunday or any other calendar day on which commercial banks in New York, New
York and in the State of Delaware are authorized or required by Law to remain closed.


 


“Cash”
means, as of 11:59 p.m. New York City Time on the Closing Date, all cash and cash equivalents of the Acquired Business, as determined
in accordance with GAAP using the same accounting methods, policies, practices and procedures, with consistent classifications,
judgments and estimation methodology, as were used in the preparation of the Most Recent Balance Sheet, excluding the effects of
transactions on the Closing Date after the Closing outside of the Ordinary Course of Business. Notwithstanding the foregoing, “Cash”
shall include uncashed and uncleared checks and other deposits or transfers received or deposited for the accounts of Sellers,
including, without limitation, ACH transactions and other wire transfers, but shall exclude all outbound ACH and issued but uncleared
checks, in each case, as of 11:59 p.m. New York City Time on the Closing Date.


 


“CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.


 


“Chartwell
Liability” shall mean all Liabilities arising from and in connection with the matter styled as Chartwell Therapeutics
v. Citron Pharma LLC, No. 1:16-cv-03181 (E.D.N.Y.), and the related liabilities under the Citron PPA.


 


“Chemicals
Plus Business” means the Nutritional Business Sub Segment, the Performance Chemicals Segment and the Pharmaceutical Ingredients
Segment of the Business.


 


“Claim”
has the meaning given that term in Section 101(5) of the Bankruptcy Code and includes, inter alia, all rights, claims, causes
of action, defenses, debts, demands, damages, offset rights, setoff rights, recoupment rights, obligations and liabilities of any
kind or nature under contract, at law or in equity, known or unknown, contingent or matured, liquidated or unliquidated, and all
rights and remedies with respect thereto.


 




    	 	-58-	 



     


    

 


“COBRA”
means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.


 


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


 


“Contract”
means any written contract, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, arrangement, commitment
or other instrument or obligation that is legally binding.


 


“Credit Facility”
means that certain Second Amended and Restated Credit Agreement, dated as of December 21, 2016 (as it may be amended or modified
from time to time), among Parent, as borrower, the other loan parties party thereto, the lenders party thereto and Wells Fargo
Bank, National Association, as administrative agent.


 


“Environmental
Law” means any Law (i) relating to pollution, protection of public health and safety, or the protection, preservation
or restoration of the environment (including air, surface water, groundwater, drinking water supply, surface land, subsurface land,
plant and animal life or any other natural resource), or any exposure to or release of, or the management of (including the use,
storage, recycling, treatment, generation, transportation, processing, handling, labeling, production or disposal of) any Hazardous
Materials, or (ii) that regulates, imposes liability (including for enforcement, investigatory costs, cleanup, removal or response
costs, natural resource damages, contribution, injunctive relief, personal injury or property damage) or establishes standards
of care with respect to any of the foregoing. Without limiting the generality of the foregoing, Environmental Law shall include
CERCLA; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.;
the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Toxic
Substances Control Act, 15 U.S.C. § 2601 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.; the Oil Pollution
Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.; the Federal
Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1k-6
et seq.; N.J.S.A. 13:1k-6 et seq.; the New Jersey Site Remediation Reform Act, N.J.S.A. 58:10C-1 et seq.; the New Jersey Spill
Compensation and Control Act, N.J.S.A. 58:10-23.11 et seq.; the New Jersey Water Pollution Control Act, N.J.S.A. 58:10A-1 et seq.;
the New Jersey Air Pollution Control Act, N.J.S.A. 26:2C-1 et seq.; the New Jersey Solid Waste Management Act, N.J.S.A. 13:1E-1
et seq.; the New Jersey Underground Storage of Hazardous Substances Act, N.J.S.A. 58:10A-21 et seq.; and the New Jersey Brownfield
and Contaminated Site Remediation Act, N.J.S.A. 58:10B-1.1 et seq., each as amended, together with the regulations promulgated
and guidance issued thereunder.


 


“Environmental
Permit” means any permit, certificate, registration, notice, approval, identification number, license or other authorization
required under any applicable Environmental Law.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA Affiliate”
means, with respect to any entity, trade or business, any other entity, trade or business that is a member of a group described
in Section 414(b), (c), (m) or (o) of the Code that includes or included the first entity, trade or business.


 


“Expense Reimbursement”
means the actual, reasonable out-of-pocket legal, accounting and other third party advisory or service costs and expenses of Buyer
and its Affiliates in connection with the transactions contemplated hereby, as evidenced by invoice(s) provided to Sellers, in
an aggregate amount not to exceed $750,000.


 


“Escrow Account”
means the escrow account established to govern the Tax Escrow.


 




    	 	-59-	 



     


    

 


“Escrow Agent”
means Citibank, N.A. or such other financial institution as shall be satisfactory to Sellers and Buyer.


 


“Escrow Agreement”
means an escrow agreement dated as on or before the Closing Date, by and among the Parties and the Escrow Agent to establish an
Escrow Account governing the Tax Escrow.


 


“Excluded
Accrued Liabilities” means, without duplication, any Liabilities of any Seller for: (i) deferred income; (ii) accrued
payroll (including, for the avoidance of any doubt, both the employee and employer portions of accrued payroll Taxes, Assumed Plan
contributions and premium payments and unemployment contributions), excluding overdue amounts; (iii) accrued (to the extent not
paid by Sellers) and unused vacation and paid time off (“PTO”) to which the employees of the Acquired Business
are entitled pursuant to the PTO policies of Sellers applicable to such employees immediately prior to the Closing Date (the “PTO
Policies”); (iv) retention bonus and key employee incentive obligations, severance obligations, enhanced executive severance
arrangements and change of control payments; (v) accrued and unpaid property, public utility commission and sales Taxes; and (vi)
any other expenses that have been incurred, but for which there is not yet any disbursement in the Books and Records of the applicable
Seller.


 


“FCPA”
means the U.S. Foreign Corrupt Practices Act of 1977, as amended.


 


“FDA”
means the U.S. Food and Drug Administration or a successor thereto.


 


“FDCA”
means the Federal Food, Drug and Cosmetic Act of 1938, as amended.


 


“Final Order”
means an action taken or Order issued by the applicable Governmental Entity as to which: (i) no request for stay of the action
or Order is pending, no such stay is in effect, and, if any deadline for filing any such request is designated by statute or regulation,
it is passed, including any extensions thereof; (ii) no petition for rehearing or reconsideration of the action or Order, or protest
of any kind, is pending before the Governmental Entity and the time for filing any such petition or protest is passed; (iii) the
Governmental Entity does not have the action or Order under reconsideration or review on its own motion and the time for such reconsideration
or review has passed; and (iv) the action or Order is not then under judicial review, there is no notice of appeal or other application
for judicial review pending, and the deadline for filing such notice of appeal or other application for judicial review has passed,
including any extensions thereof.


 


“Foreign International
Trade Law” means foreign Laws: (i) to the extent governing the import or export of commodities, software or technology
into any country or from any country in which the Acquired Business is conducted and the payment of required duties and tariffs
in connection with same, and (ii) to the extent that compliance with such Laws is permissible under U.S. Laws.


 


“Governmental
Authorizations” means all licenses, permits, certificates, franchises, consents, orders, clearances, registrations and
other authorizations and approvals granted or otherwise made available by or under the applicable Laws of any Governmental Entity.


 


“Governmental
Entity” means any federal, state, local or foreign governmental entity, transnational governmental organization or any
subdivision, court of competent jurisdiction, judicial authority, court, tribunal, arbitral, self-regulatory organization, agency,
authority, department, board, bureau, official or commission or instrumentality, in each case, whether domestic or foreign.


 


“Governmental
Order” means any order, writ, judgment, injunction, decree, stipulation, determination, restriction or award enacted,
issued, promulgated, enforced or entered by or with any Governmental Entity.


 




    	 	-60-	 



     


    

 


“Hazardous
Materials” means all substances defined or regulated as hazardous, a pollutant or a contaminant under any Environmental
Law, including any regulated pollutant or contaminant (including any constituent, raw material, product or by-product thereof),
petroleum or natural gas hydrocarbons or any liquid or fraction thereof, asbestos or asbestos-containing material, polychlorinated
biphenyls, any hazardous or solid waste, and any toxic, radioactive, infectious or hazardous substance, material or agent.


 


“Health Care
Laws” means all applicable health care Laws and Governmental Orders, including the federal Anti-Kickback Statute, 42
U.S.C. § 1320a-7b(b), the federal False Claims Act, 31 U.S.C. §§ 3729 et seq., the federal Civil Monetary Penalties
Law, 42 U.S.C. § 1320a-7b(a), the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. §§ 1320d
et seq., as amended by the Health Information Technology for Economic and Clinical Health Act, 42 U.S.C. §§ 17921 et
seq., the exclusion Laws, 42 U.S.C. § 1320a-7, the FDCA and related FDA regulations, the Public Health Service Act, the Controlled
Substances Act, Medicare, Title XVIII of the Social Security Act, and Medicaid, Title XIX of the Social Security Act.


 


“Human Health”
means the business segment of Sellers historically identified as “Human Health” and comprised of: (i) finished dosage
form generic drugs and nutraceutical products, including the sale of generic prescription products and over-the-counter pharmaceutical
products to leading wholesalers, chain drug stores, distributors and mass merchandisers; and (ii) the Nutritional Business Sub
Segment.


 


“IND”
means an Investigational New Drug Application pursuant to 21 C.F.R. Part 312.


 


“Indebtedness”
means, as to any Person, without duplication, as of the date of determination (i) all obligations of such Person for borrowed
money, including accrued and unpaid interest, and any prepayment fees or penalties, (ii) all obligations of such Person evidenced
by bonds, debentures, notes or similar instruments, (iii) all lease obligations of such Person capitalized on the Books and Records
of such Person, (iv) all Indebtedness of others secured by a Lien on property or assets owned or acquired by such Person, whether
or not the Indebtedness secured thereby has been assumed, (v) all letters of credit or performance bonds issued for the account
of such Person, to the extent drawn upon, and (vi) all guarantees of such Person of any Indebtedness of any other Person other
than a wholly owned subsidiary of such Person.


 


“Intellectual
Property” means all intellectual property and similar proprietary rights existing anywhere in the world associated with
(i) patents and patent applications, including continuations, divisionals, continuations-in-part, reissues or reexaminations and
patents issuing thereon (collectively, “Patents”), (ii) trademarks, service marks, trade dress, logos, corporate
names, trade names and Internet domain names, and all applications and registrations therefor (collectively, “Marks”),
(iii) copyrights (including such rights in software) and registrations and applications therefor, and works of authorship
(collectively, “Copyrights”), (iv) designs, databases and data compilations, and (v) trade secrets and other
proprietary and confidential information, including know-how, inventions (whether or not patentable), processes, formulations,
technical data and designs, in each case, excluding any rights in respect of any of the foregoing that comprise or are protected
by Patents (collectively, “Trade Secret Rights”); in each case, used solely for the operation of the Acquired
Business.


 


“International
Trade Law” means the sanctions and export control Laws and regulations, including the Export Administration Regulations,
the Arms Export Control Act, the International Traffic in Arms Regulations, the International Emergency Economic Powers Act, the
Trading with the Enemy Act, the U.S. Customs Laws, the Foreign Asset Control Regulations, U.S. sanctions Laws, and any regulations
or Governmental Orders issued thereunder, including the regulations administered by the Department of the Treasury’s Office
of Foreign Assets Control.


 




    	 	-61-	 



     


    

 


“Intracompany
Payables” means all accounts, notes or loans payable recorded or required by GAAP to be recorded on the books of any
Seller or any Affiliate of any Seller for goods or services purchased by or provided to the Acquired Business, or advances (cash
or otherwise) or any other extensions of credit to the Acquired Business from a Seller, or any Affiliate thereof, including amounts
recorded on the Financial Statements as “due to affiliates”, whether current or non-current, except to the extent included
in the Assumed Accounts Payable.


 


“Intracompany
Receivables” means all accounts, notes or loans receivable recorded or required by GAAP to be recorded on the books of
Sellers or any of their respective Affiliates for goods or services sold or provided by the Acquired Business to a Seller, or any
Affiliate thereof, or advances (cash or otherwise) or any other extensions of credit made by the Acquired Business to a Seller,
or any Affiliate thereof, including amounts recorded on the Financial Statements as “due from affiliates”, whether
current or non-current.


 


“Inventory”
means inventories of materials, parts, raw materials, excipients, active pharmaceutical ingredients, packaging materials, supplies,
spare parts, work-in-process and finished goods and products of Sellers, whether imported, procured from contract manufacturers,
or otherwise, that are in the possession of a Seller or in transit to or from a Seller, vendor, customer or supplier, whether or
not title and risk of loss have passed to or from a Seller, in each case, as of the Closing Date.


 


“knowledge”
means (i) with respect to Buyer, the actual knowledge, following due inquiry, of the individuals listed in Section 9.17(a)
of the Buyer Disclosure Schedule, and (ii) with respect to Sellers, the actual knowledge, following due inquiry, of the individuals
listed on Section 9.17(a) of the Sellers Disclosure Schedule.


 


“Labeling”
(and the correlative terms “Label” and “Labeled”) shall have the meaning ascribed to such
term in Section 201(m) of the FDCA (21 U.S.C. § 321(m)) relating to the subject matter thereof, including, with respect to
each Product, such Product’s label, the packaging and package inserts accompanying such Product, and any other written, printed,
or graphic materials accompanying such Product, including patient instructions or patient indication guides.


 


“Leased Real
Property” means real property leased by one or more Seller with respect to the Acquired Business.


 


“Liability”
means any debt, loss, Claim, damage, demand, fine, judgment, penalty, liability or obligation (whether direct or indirect, known
or unknown, absolute, fixed or contingent, asserted or unasserted, accrued or unaccrued, matured or unmatured, secured or unsecured,
disputed or undisputed, subordinated or unsubordinated, determined or determinable, liquidated or unliquidated, or due or to become
due, and whether in contract, tort, strict liability, successor liability or otherwise), including all costs and expenses relating
thereto (including fees, discounts and expenses of legal counsel, experts, engineers and consultants and costs of investigations).


 


“Lien”
means any “Interest” as that term is used in Section 363(f) of the Bankruptcy Code, lien (including any mechanics lien),
encumbrance, pledge, mortgage, indenture, deed of trust, security interest, pledge, hypothecation, claim, lease, charge, escrow,
option, right of first offer, right of first refusal, preemptive right, easement, servitude, reservation, covenant, encroachment,
right of use, right of way, security agreement or other similar agreement, arrangement, contract, commitment, understanding or
obligation (whether written or oral and whether or not relating in any way to credit or the borrowing of money) of any kind with
respect to any Person, or any proxy, voting trust or agreement, transfer restriction under any shareholder or similar agreement
or encumbrance or any other right of a third party in respect of an asset of such Person.


 




    	 	-62-	 



     


    

 


“Loss”
or “Losses” means all claims, losses, Liabilities, damages, actions, causes of action, awards, Proceedings,
payments, judgments, settlements, assessments, deficiencies, interest, penalties, costs and expenses, including reasonable attorneys’
fees and disbursements; provided, that in no event will Losses include any indirect, incidental, consequential, punitive,
remote, special, multiples of earnings or exemplary damages, opportunity costs, damages for, measured by or based on lost profits,
loss of revenue, diminution in value, or loss of income, or other similar measures or for any loss of business reputation or opportunity
that arises out of or relates to this Agreement, except in connection with any third party claim.


 


“Material
Adverse Effect” means, with respect to Sellers (but solely with respect to the Acquired Business), any change, effect,
event, occurrence or development that (a) has a material adverse effect on the business, operations or financial condition of Sellers,
taken as a whole, or (b) prevents or materially impairs the consummation of the transactions contemplated by this Agreement, excluding,
however, the impact of (i) the filing of the Bankruptcy Case, (ii) any changes or developments in domestic, foreign or global markets
or domestic, foreign or global economic conditions generally, including (A) any changes or developments in or affecting the domestic
or any foreign securities, equity, credit or financial markets or (B) any changes or developments in or affecting domestic or any
foreign interest or exchange rates, (iii) changes in GAAP or any official interpretation or enforcement thereof, (iv) changes in
Law or any changes or developments in the official interpretation or enforcement thereof by Governmental Entities, (v) changes
in domestic, foreign or global political conditions (including the outbreak or escalation of war, military actions, or acts of
terrorism), including any worsening of such conditions threatened or existing on the Agreement Date, (vi) changes or developments
in the business or regulatory conditions affecting the industries in which the Acquired Business operates, (vii) the announcement
or the existence of, compliance with or performance under, this Agreement or the transactions contemplated hereby (including the
impact thereof on the relationships, contractual or otherwise, of a Seller with employees, labor unions, financing sources, customers,
suppliers or partners), (viii) weather conditions or other acts of God (including storms, earthquakes, tornados, floods or other
natural disasters), (ix) any matter set forth in the Seller Disclosure Schedule, (x) a decline in the trading price or trading
volume of Parent’s common stock or any change in the ratings or ratings outlook for Parent, (xi) the failure to meet any
projections, guidance, budgets, forecasts or estimates (provided that the underlying causes thereof may be considered in
determining whether a Material Adverse Effect has occurred if not otherwise excluded hereunder), (xii) any action taken or omitted
to be taken by a Seller at the written request of Buyer or that is not prohibited by this Agreement, (xiii) any Proceeding threatened,
made or brought by any of the current or former shareholders of Parent (or on their behalf or on behalf of Parent) against Parent
or any of its directors, officers or employees (and not against Sellers) arising out of this Agreement or the transactions contemplated
hereby, (xiv) provided that, from and after the Agreement Date, Sellers continue paying in accordance with the payment terms in
effect on the Agreement Date (or such more favorable terms as may be available), any fact, circumstance, event, action, change
or development (including any impact on the Acquired Business, operations or prospects of the Acquired Business as a result thereof)
by or with respect to the Acquired Business, arising out of or relating to the relationship, contractual or otherwise of Sellers
with the largest supplier of goods and services to the Acquired Business (measured by dollar volume of purchases) for the eight
(8) month period ended on December 31, 2018, or any Affiliates thereof, (xv) the failure to obtain any approvals or consents from
any Governmental Entity in connection with the transactions contemplated hereby and (xvi) changes in legislation or Law that directly
or indirectly affect the purchasing or selling of products or services sold or provided by a Seller; except, with respect to clauses
(ii), (iii), (iv), (v), (vi), (viii) and (xvi), to the extent that such impact is
disproportionately adverse to the business, operations or financial condition of Sellers, taken as a whole and solely in respect
of the Acquired Business, relative to others in the industry or industries in which the Acquired Business operates.


 




    	 	-63-	 



     


    

 


“NDA”
means any new drug application filed pursuant to the requirements of the FDA, as more fully defined in 21 C.F.R. Part 314 et seq.,
and any foreign equivalent application filed with any Governmental Entity.


 


“Non-U.S.
Seller Benefit Plan” means each Seller Benefit Plan that is maintained outside the jurisdiction of the United States.


 


“Nutritional
Business Sub Segment” means the supply of ingredients and raw materials used in the production of food, nutritional and
packaged dietary supplements, including vitamins, supplements, botanical extracts, amino acids, minerals, iron compounds and biochemicals
used in pharmaceutical and nutritional preparations.


 


“Order”
means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Entity.


 


“Ordinary
Course of Business” means the ordinary and usual course of day-to-day operations of the Acquired Business (including
acts and omissions of a Seller in the ordinary and usual course) through the Agreement Date, consistent with past practice or operations
in or pending a bankruptcy.


 


“Organizational
Documents” means (a) the articles or certificates of incorporation and the by-laws of a corporation, (b) the partnership
agreement and any statement of partnership of a general partnership, (c) the limited partnership agreement and the certificate
of limited partnership of a limited partnership, (d) the operating or limited liability company agreement and the certificate of
formation of a limited liability company, (e) any charter, joint venture agreement or similar document adopted or filed in connection
with the creation, formation or organization of a Person not described in clauses (a) through (d), and (f)
any amendment to or equivalent of any of the foregoing.


 


“Party”
or “Parties” means, individually or collectively, Buyer, Parent and each Seller.


 


“Performance
Chemicals” means the business segment of Sellers historically identified as “Performance Chemicals” and consisting
of the sourcing and distribution of specialty chemicals, including the supply to various industrial segments of chemicals used
in the manufacture of plastics, surface coatings, cosmetics and personal care, textiles, fuels and lubricants, and agricultural
protection products.


 


“Permitted
Liens” means (i) any Lien for (A) current Taxes not yet due, or (B) Taxes that are being contested in good faith by appropriate
Proceedings or for which appropriate reserves under GAAP have been established in the Financial Statements, (ii) nonexclusive Intellectual
Property licenses and (iii) mechanics’, materialmens’, carriers’, workmens’, warehousemens’,
repairmens’, landlords’ or other like Liens and security obligations that are incurred in the Ordinary Course of Business
and are not delinquent, and any statutory Liens arising by operation of Law with respect to a Liability incurred in the Ordinary
Course of Business and that is not delinquent, in each case, that do not, and would not reasonably be expected to, individually
or in the aggregate, materially adversely affect the value, or the continued use, of the Purchased Assets in the same or similar
manner as currently, and as of the Closing Date, being used by, or materially impairs the operations of, Sellers.


 


“Person”
means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust,
unincorporated organization, Governmental Entity or other entity.


 


“Pharma Business”
means the Human Health Segment, excluding the Nutritional Business Sub Segment, of the Business.


 




    	 	-64-	 



     


    

 


“Pharmaceutical
Ingredients” means the business segment of Sellers historically identified as “Pharmaceutical Ingredients”
and comprised of the following two product groups: Active Pharmaceutical Ingredients (APIs) and Pharmaceutical Intermediates.


 


“Pre-Closing
Tax Period” means any Tax period ending on or before the Closing Date.


 


“Prepaid Assets”
means, to the extent primarily related to the Acquired Business, all credits, deferred charges, refunds, rights of set-off, rights
of recovery, deposits (including customer deposits and security deposits for rent (including such deposits made by a Seller, as
lessee, or to a Seller, as lessor, in connection with the Assumed Real Property Leases)) and prepaid charges and expenses of, and
advance payments made by, a Seller, including, without limitation, prepaid FDA establishment fees and prepaid FDA product fees,
other than (i) any deposits or prepaid charges and expenses paid primarily in connection with or relating to any Excluded Assets
or any Excluded Liabilities, (ii) with respect to any rights to any refunds, credits or rebates for Taxes paid by Sellers, and
any deposits made by Sellers with any Taxing Authority, for or relating to Taxes, in each case, for any period and (iii) as set
forth on Schedule 1.1(m).


 


“Proceeding”
means any action, suit, claim, hearing, arbitration, litigation or other proceeding, in each case, by or before any Governmental
Entity.


 


“Product Registrations”
means, with respect to the Acquired Business, all Governmental Authorizations (including ANDAs, NDAs, drug master files and INDs)
and comparable regulatory filings granted to Sellers by, or applications therefor pending with, any Governmental Entity (including
applications that are in the process of being prepared by Sellers) required to manufacture, commercialize, develop, package, Label,
store, use, market, import, export, distribute and/or sell any of the Products.


 


“Qualified
Inventory” means any Inventory that has an expiration date that is on or after fifteen (15) months after the Inventory
Count Date, which is either fully paid or paid by Sellers on or before the Closing Date.


 


“Real Property”
means all property considered real property under applicable state Law, including estates in land, leasehold interests, easements
and licenses to utilize any of the foregoing.


 


“Real Property
Lease” means any lease, sublease, license or other agreement under which a Seller leases, subleases, licenses, uses or
occupies (in each case, whether as landlord, tenant, sublandlord, subtenant or by other occupancy arrangement), or has the right
to use or occupy, now or in the future, any real property, in each case, used solely for the operation of the Acquired Business.


 


“Registered
Intellectual Property” means all registered Marks, pending applications for registration of Marks, registered Copyrights
and applications for copyright registration, and issued Patents and applications for Patents owned by any Seller and material to
or useful in the Acquired Business.


 


“Registration
Information” means any and all original Product Registrations, together with copies of related correspondence between
any of the manufacturers or marketers of the Products and the applicable Governmental Entity, current approved packaging relating
to any of the Products and any other existing files and dossiers relating to any of the Products, including the underlying data
or information used to support, maintain or obtain marketing authorization with respect to any of the Products.


 


“Regulated
Substances” means pollutants, contaminants, hazardous or toxic substances, compounds or related materials or chemicals,
hazardous materials, hazardous waste, flammable explosives, radon, radioactive materials, asbestos, urea formaldehyde foam insulation,
polychlorinated biphenyls, petroleum and petroleum products (including, but not limited to, waste petroleum and petroleum products)
as regulated under applicable Environmental Laws.


 




    	 	-65-	 



     


    

 


“Regulatory
Documentation” means, to the extent related to the Products, (a) all Registration Information, (b) regulatory filings
and supporting documents, chemistry, manufacturing and controls data and documentation, preclinical and clinical studies and tests,
(c) any ANDA, any NDA and all regulatory files and foreign equivalents related thereto, (d) all records maintained under record
keeping or reporting Laws of the FDA or any other Governmental Entity, including all IND applications, IND annual and safety reports,
drug master files, FDA warning letters, FDA notices of adverse finding letters, FDA audit reports (including any responses to such
reports), any correspondence with the Office of Prescription Drug Promotion, periodic safety update reports, complaint files, and
annual product quality reviews, (e) the complete complaint, adverse event and medical inquiry filings with respect to the Products
as required by applicable Laws and related to the Acquired Business, including the Product Registrations, and (f) all equivalent,
comparable or analogous documentation with respect to any other country outside the United States.


 


“Representatives”
means officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, representatives or
authorized agents.


 


“Sale Hearing”
means the hearing conducted by the Bankruptcy Court to approve the transactions contemplated hereby or a competing transaction.


 


“Sale Motion”
means one or more motions, in form and substance satisfactory to Buyer, filed by Sellers pursuant to, inter alia, Sections
363 and 365 of the Bankruptcy Code to secure entry of the Bidding Procedures Order and the Sale Order by the Bankruptcy Court.


 


“Sale Order”
means an Order of the Bankruptcy Court in substantially the form attached hereto as Exhibit E or otherwise in a form and
substance reasonably acceptable to Buyer, pursuant to, inter alia, Sections 105, 363 and 365 of the Bankruptcy Code (i)
approving this Agreement and the terms and conditions hereof, (ii) authorizing and approving, inter alia, the sale of the
Purchased Assets to Buyer on the terms and conditions set forth herein free and clear of all Liabilities and Liens (other than
Permitted Liens), the assignment to Buyer of, and the assumption by Buyer of, the Assumed Liabilities, and the assignment to Buyer
of, and the assumption by Buyer of, the Buyer Assumed Agreements and (iii) containing certain findings of facts, including, without
limitation, a finding that Buyer is a good faith purchaser pursuant to Section 363(m) of the Bankruptcy Code.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Seller Benefit
Plan” means any material “employee benefit plan” (within the meaning of Section 3(3) of ERISA) and any other
material pension, retirement, profit-sharing, deferred compensation, stock option, change in control, retention, equity or equity-based
compensation, stock purchase, employee stock ownership, severance pay, vacation, bonus or other incentive plans, medical, retiree
medical, vision, dental or other health plans, or life insurance plan, program, agreement, or arrangement, funded or unfunded,
or insured or self-insured, (i) that is maintained by a Seller for the benefit of any current or former employee, officer or director
of Sellers (who are or were primarily employed in respect of the Acquired Business), or (ii) to which a Seller (in respect of the
Acquired Business) contributes or is obligated to contribute or has any material Liability, other than a Multiemployer Plan and
other than any plan or program maintained by a Governmental Entity to which a Seller (in respect of the Acquired Business) contributes
pursuant to applicable Law.


 


“Short-Dated
Inventory” means any Inventory that has an expiration date that is between the Inventory Count Date and fifteen (15)
months after the Inventory Count Date.


 


“Straddle
Period” means any Tax period beginning on or before, and ending after, the Closing Date.


 




    	 	-66-	 



     


    

 


“Subsidiaries”
means, as to any Person, any corporation, partnership, association, trust or other form of legal entity of which (i) 50% or more
of the voting power of the outstanding voting securities are directly or indirectly owned by such Person or (ii) such Person or
any Subsidiary of such Person is a general partner.


 


“Successful
Bidder” means the bidder who shall have submitted the highest or otherwise best bid at the conclusion of the Auction
in accordance with the Bidding Procedures and Bidding Procedures Order.


 


“Tax”
or “Taxes” means (a) any and all federal, state, provincial, county, municipal, local or foreign taxes or other
charges of any kind in the nature of taxes, imposed by any Taxing Authority, however denominated, including all net income, alternative
minimum or add-on minimum tax, gross income, gross receipts, capital, paid-up capital, sales, use, ad valorem, value added, transfer,
franchise, profits, inventory, capital stock, shares, license, services, withholding, payroll, employment, social security, unemployment,
worker’s compensation, healthcare, disability, excise, severance, stamp, occupation, registration, net worth, property, estimated,
environmental, windfall profits, and (b) any and all interest, penalties, fines, additions to tax or additional amounts imposed
by any Taxing Authority in connection with any item described in clause (a), and (c) any Liability in respect of any items described
in clauses (a) and/or (b) payable by reason of Contract, assumption, Treasury Regulations Section 1.1502-6(a) (or any predecessor
or successor thereof of any analogous or similar provision under Law), transferee, successor or similar Liability, or operation
of Law.


 


“Tax Return”
or “Tax Returns” means any return, report, declaration, election, notice, form, designation, information return,
statement or other document filed or required to be filed with any Taxing Authority with respect to Taxes, including any schedule
or attachment thereto, claim for refund, amended return, or declaration of estimated Tax.


 


“Taxing Authority”
means any Governmental Entity responsible for the administration or the imposition of any Tax.


 


“Trademark
Rights” means all rights, anywhere in the world, in or to trademarks, service marks, brand names, certification marks,
collective marks, (including fictitious, assumed, and d/b/a names), internet domain names, e-mail addresses, social media handles
and accounts, social media pages and other websites, logos, symbols, trade dress, trade names, and other indicia of origin, all
registrations and applications for any of the foregoing, including extensions, modifications, divisions or renewals of such registrations
or applications, and including the goodwill associated with or symbolized by any of the foregoing.


 


“U.S. Seller
Benefit Plan” means, each Seller Benefit Plan that is not a Non-U.S. Seller Benefit Plan.


 


“WARN Act”
means, collectively, the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any other similar state, local,
or foreign Law.


 


“Willful Breach”
means, with respect to any representation, warranty, agreement or covenant, an action or omission where the breaching party knows
such action or omission is a breach of such representation, warranty, agreement or covenant.


 






    	 	-67-	 



     


    

 


(b)         The
following terms are defined elsewhere in this Agreement, as indicated below:


  




	Defined
    Term	 	Section
	Agreement	 	Preamble
	Agreement Date	 	Preamble
	Allocation Objection Notice	 	2.4(a)
	Allocation Statement	 	2.4(a)
	Antitrust Laws	 	3.2(b)
	Asset Purchase	 	Recitals
	Assignment and Assumption of Leases	 	2.7(i)
	Assignment of Intellectual Property	 	2.7(b)
	Assumed Accounts Payable	 	1.3(b)
	Assumed Accrued Liabilities	 	1.3(b)
	Assumed Contracts	 	1.1(b)
	Assumed Equipment Leases	 	1.1(k)
	Assumed Liabilities	 	1.3
	Assumed Proceedings	 	1.1(p)
	Assumed Real Property Leases	 	1.1(c)
	Assumption Deadline	 	1.5(a)
	Auction	 	6.7(a)
	Bankruptcy Case	 	Recitals
	Bankruptcy Code	 	Recitals
	Bankruptcy Court	 	Recitals
	Break-Up Fee	 	8.3(a)
	Business	 	Recitals
	Business Employees	 	6.3(a)
	Buyer	 	Preamble
	Buyer Assumed Agreements	 	1.1(k)
	Buyer Disclosure Schedule	 	ARTICLE V
	Cash Balance	 	2.1(b)
	Citron PPA	 	2.1(d)
	Citron Agreements	 	2.6(b)(vii)
	Closing	 	2.5
	Closing Date	 	2.5
	Confidentiality Agreement	 	6.2(d)
	Consents	 	3.2(c)
	Creator	 	3.12(i)
	Cure Costs	 	1.5(a)
	Debtors	 	Recitals
	Declaration	 	1.6(b)
	Deferred Payment Reduction	 	2.1(d)
	Department	 	1.6(b)
	DIP Financing	 	6.1(b)(vii)
	End Date	 	8.1(b)
	Enforceability Exceptions	 	3.2(a)
	Excluded Assets	 	1.2
	Excluded Contracts	 	1.2(b)



  






	Defined
    Term	 	Section
	Excluded Equipment Leases	 	1.2(d)
	Excluded Liabilities	 	1.4
	Excluded Real Property Leases	 	1.2(c)
	Existing Indebtedness	 	1.4(k)
	Financial Statements	 	3.3
	GAAP	 	3.3
	Good Faith Deposit	 	2.3
	Good Faith Deposit Escrow	 	2.3
	Good Faith Deposit Escrow Holder	 	2.3
	HSR Act	 	3.2(b)
	HSR Fees	 	6.4(f)
	Inventory Acknowledgment	 	1.7
	Inventory Count	 	1.7
	Inventory Count Date	 	1.7
	Law	 	3.4(a)
	Laws	 	3.4(a)
	Licensed Intellectual Property	 	3.12(f)
	Material Contracts	 	3.13
	Most Recent Balance Sheet	 	3.3
	Multiemployer Plan	 	3.6(c)
	Parent	 	Recitals
	Parent SEC Disclosures	 	ARTICLE III
	Permitted Access Parties	 	6.2(f)(ii)
	Petition Date	 	Recitals
	Post-Close Filings	 	6.2(f)(ii)
	Products	 	1.1(d)
	Purchase Price	 	2.1
	Purchased Assets	 	1.1
	Qualified Inventory Amount	 	1.7
	Registered Intellectual Property	 	3.12(a)
	Release	 	2.6(b)(vi)
	Released Parties	 	6.14
	Rising	 	Preamble
	Run-Off Premium	 	6.15(a)
	SEC	 	ARTICLE III
	Second Request	 	6.4(c)
	Seller Credit	 	2.2(a)
	Seller Credits Waiver	 	2.2(a)
	Sellers	 	Preamble
	Sellers Disclosure Schedule	 	ARTICLE III
	Tax Escrow	 	1.6(b)
	Transaction Approvals	 	3.2(b)
	Transfer Taxes	 	6.9(c)
	Transferred Employees	 	6.3(a)








 


(c)         Other
Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of this Agreement, the following rules
of interpretation shall apply:


 


(i)       Calculation
of Time Period. When calculating the period of time before which, within which or following which any act is to be done or
step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the
last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.


 




    	 	-68-	 



     


    

 


(ii)       Dollars.
Any reference in this Agreement to $ shall mean U.S. dollars.


 


(iii)       Exhibits/Schedules.
All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as
if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined
as set forth in this Agreement.


 


9.18        Sellers
Disclosure Schedule. The Sellers Disclosure Schedule is qualified in its entirety by reference to specific provisions of this
Agreement and is not intended to constitute, and shall not be construed as constituting, representations, warranties and covenants
of Sellers, except as and to the extent expressly provided in this Agreement. Each section or subsection referenced in the Sellers
Disclosure Schedule corresponds to the section or subsection set forth in this Agreement; provided, that any matter set forth
in any section or subsection of the Sellers Disclosure Schedule shall be deemed to be referred to and incorporated in all other
sections or subsections of the Sellers Disclosure Schedule to which the relevance of such matter is reasonably apparent on its
face to inform Buyer that such information is relevant to such other section or subsection. The inclusion of any information or
reference in the Sellers Disclosure Schedule shall not be deemed to be an admission, acknowledgment or representation, in and
of itself, that such information is required by the terms hereof to be disclosed, is material, has resulted in a Material Adverse
Effect, is outside the Ordinary Course of Business or defines further the meaning of such terms for purposes of the Merger Agreement.
Nothing in this Agreement or in the Sellers Disclosure Schedule constitutes an admission (i) to any third party of any liability
or obligation of Sellers to any third-party or (ii) that any information disclosed, set forth or incorporated by reference in
the Sellers Disclosure Schedule or in this Agreement is material or has (or may result in) a Material Adverse Effect.


 


9.19        Limitations
on Good Faith Deposit Escrow Holder’s Liability. The Good Faith Deposit Escrow Holder’s responsibilities and liabilities
shall be limited as follows:


 


(a)       The
Good Faith Deposit Escrow Holder shall not be responsible for or be required to enforce any of the terms or conditions of this
Agreement or any other agreement between Sellers and Buyer. The Good Faith Deposit Escrow Holder shall not be responsible or liable
in any manner whatsoever for the performance by Sellers or Buyer or any other party for their respective obligations under this
Agreement, nor shall the Good Faith Deposit Escrow Holder be responsible or liable in any manner whatsoever for the failure of
the other parties to this Agreement or of any third party to honor any of the provisions of this Agreement.


 


(b)       The
duties and obligations of the Good Faith Deposit Escrow Holder shall be limited to and determined solely by the express provisions
of this Agreement and no implied duties or obligations shall be read into this Agreement against the Good Faith Deposit Escrow
Holder. The Good Faith Deposit Escrow Holder is not bound by and is under no duty to inquire into the terms or validity of any
other agreements or documents, including any agreements which may be related to, referred to in or deposited with the Good Faith
Deposit Escrow Holder in connection with this Agreement.


 


(c)       The
Good Faith Deposit Escrow Holder shall be entitled to rely upon and shall be protected in acting in reliance upon any instruction,
notice, information, certificate, instrument or other document which is submitted to it in connection with its duties under this
Agreement and which the Good Faith Deposit Escrow Holder in good faith believes to have been signed or presented by the proper
party or parties. The Good Faith Deposit Escrow Holder shall have no liability with respect to the form, execution, validity or
authenticity thereof.


 




    	 	-69-	 



     


    

 


(d)       The
Good Faith Deposit Escrow Holder shall not be liable for any act which the Good Faith Deposit Escrow Holder may do or omit to do
hereunder, or for any mistake of fact or law, or for any error of judgment, or for the misconduct of any employee, agent or attorney
appointed by it, while acting in good faith, unless caused by or arising from its own willful misconduct.


 


(e)       The
Good Faith Deposit Escrow Holder shall be entitled to consult with counsel of its own selection and the opinion of such counsel
shall be full and complete authorization and protection to the Good Faith Deposit Escrow Holder in respect of any action taken
or omitted by the Good Faith Deposit Escrow Holder hereunder in good faith and in accordance with the opinion of such counsel.


 


(f)       The
Good Faith Deposit Escrow Holder shall have the right at any time to resign for any reason and be discharged of its duties as Good
Faith Deposit Escrow Holder hereunder by giving written notice of its resignation to the parties hereto prior to the date specified
for such resignation to take effect. All obligations of the Good Faith Deposit Escrow Holder hereunder shall cease and terminate
on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Good Faith Deposit, for a
period of no more than thirty (30) calendar days following the effective date of resignation, at which time:


 


(i)       if
a successor holder of the Good Faith Deposit shall have been appointed, by the mutual consent of Buyer and Sellers, and written
notice thereof shall have been given to the resigning Good Faith Deposit Escrow Holder by the parties hereto and such successor
holder, then the resigning Good Faith Deposit Escrow Holder shall deliver the Good Faith Deposit to such successor holder; or


 


(ii)       if
a successor holder of the Good Faith Deposit shall not have been appointed, for any reason whatsoever, the resigning holder of
the Good Faith Deposit shall deliver the Good Faith Deposit to a court of competent jurisdiction in the county in which the Good
Faith Deposit is then being held and give written notice of the same to the parties hereto.


 


The resigning Good Faith Deposit Holder
shall be reimbursed by Buyer and Sellers for any expenses incurred in connection with its resignation and transfer of the Good
Faith Deposit Holder pursuant to and in accordance with the provisions of this Section 9.19.


 


(g)       Buyers
and Seller, jointly and severally, agree to indemnify and hold the Good Faith Deposit Holder harmless from and against any and
all liabilities, causes of action, claims, demands, judgments, damages, costs and expenses (including reasonable attorneys’
fees and expenses) that may arise out of or in connection with the Good Faith Deposit Holder’s acceptance of or performance
of its duties and obligations under this Agreement. The Good Faith Deposit Holder shall be under no duty to institute any suit,
or to take any remedial procedures under this Agreement, or to enter any appearance or in any way defend any suit in which it may
be made a defendant hereunder until it shall be indemnified as provided above.


 


(h)       If
the Good Faith Deposit Holder shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect
to the Good Faith Deposit which, in its sole discretion, are in conflict either with other instructions received by it or with
any provision of this Agreement, the Good Faith Deposit Holder shall have the absolute right to suspend all further performance
under this Agreement (except for the safekeeping of the Good Faith Deposit) until such uncertainty or conflicting instructions
have been resolved to the Good Faith Deposit Holder’s sole satisfaction by final judgment of a court of competent jurisdiction,
joint written instructions from all of the other parties hereto, or otherwise.


 




    	 	-70-	 



     


    

 


(i)       The
parties acknowledge that Lowenstein Sandler LLP, as Good Faith Deposit Holder, has agreed to serve in such capacity as an accommodation
to the parties on the condition that it be allowed to continue to act as legal counsel to Sellers. Buyer acknowledges that Lowenstein
Sandler LLP has acted as legal counsel to Sellers in connection with this Agreement, the transactions contemplated hereby and other
matters relating thereto and that Lowenstein Sandler LLP shall continue such representation of Sellers, including with respect
to Sellers’ rights and obligations under this Agreement, and all other matters. Nothing in this Agreement, nor Lowenstein
Sandler LLP’s serving as Good Faith Deposit Holder hereunder, shall prevent or inhibit Lowenstein Sandler LLP from continuing
to serve as legal counsel to Sellers and Buyer hereby consents to the continued representation of Sellers by Lowenstein Sandler
LLP as its legal counsel.


 


[SIGNATURE PAGE FOLLOWS]


 




    	 	-71-	 



     


    

 


IN WITNESS WHEREOF,
the Parties have caused this Agreement to be executed the day and year first above written.


 


	 	BUYER:
	 	 
	 	SHORE SUVEN PHARMA, INC.
	 	 	 
	 	By:	/s/ Vimal Kavuru
	 	 	Name:  Vimal Kavuru
	 	 	Title: President & Chief Executive Officer


 


[Signature Page to Asset Purchase Agreement]







    	 	 	 



     


    

 


	 	SELLERS:
	 	 
	 	RISING PHARMACEUTICALS, INC. 
	 	 	 
	 	By:	/s/ William C. Kennally, III
	 	 	Name: William C. Kennally, III
	 	 	Title: Chief Executive Officer
	 	 	 
	 	PACK PHARMACEUTICALS, LLC
	 	 	 
	 	By:	/s/ William C. Kennally, III
	 	 	Name: William C. Kennally, III
	 	 	Title: Chief Executive Officer
	 	 	 
	 	RISING HEALTH, LLC
	 	 	 
	 	By:	/s/ William C. Kennally, III
	 	 	Name: William C. Kennally, III
	 	 	Title: Chief Executive Officer
	 	 	 
	 	ACETRIS HEALTH, LLC
	 	 	 
	 	By:	/s/ William C. Kennally, III
	 	 	Name: William C. Kennally, III
	 	 	Title: Chief Executive Officer
	 	 	 
	 	PARENT:
	 	 
	 	ACETO CORPORATION
	 	 	 
	 	By:	/s/ William C. Kennally, III
	 	 	Name:  William C. Kennally, III
	 	 	Title: Chief Executive Officer and President


 


[Signature Page to Asset Purchase Agreement]







    	 	 	 



     


    

 


Execution Version


 


EXHIBIT A


  


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


THIS ASSIGNMENT
AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of [●], 2019, is made and entered into by and
among Rising Pharmaceuticals, Inc., a Delaware corporation (“Rising”), and the wholly-owned subsidiaries of
Rising, PACK Pharmaceuticals, LLC, an Arizona limited liability company, Rising Health, LLC, a Delaware limited liability company,
and Acetris Health, LLC, a Delaware limited liability company (collectively with Rising, “Sellers” and each,
a “Seller”), each a debtor and debtor in possession under Case No.
19-13448 pending in the United States Bankruptcy Court for the District of New Jersey, on the one hand, and Shore Suven Pharma,
Inc., a Delaware corporation (“Buyer”), on the other hand. As used in this Agreement, “Party”
or “Parties” means, individually or collectively, Sellers and Buyer. Unless otherwise defined herein, all capitalized
terms used in this Agreement shall have the meanings ascribed to such terms in that certain Asset Purchase Agreement dated as of
March 7, 2019 (the “Purchase Agreement”), by and among Aceto Corporation, a New York corporation (“Parent”),
Sellers and Buyer.


 


WHEREAS, concurrently
with the execution and delivery of this Agreement, Parent, Sellers and Buyer are consummating the transactions contemplated by
the Purchase Agreement.


 


NOW, THEREFORE,
in consideration of the premises and the mutual promises herein made, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and as contemplated by the Purchase Agreement, Sellers and Buyer hereby agree
as follows:


 


1.            Assignment.
  Each Seller hereby sells, transfers, assigns, conveys and delivers to Buyer all of such Seller’s right, title and interest
in, to or under the Purchased Assets (which shall not include, and Buyer is not acquiring from Sellers, any of the Excluded Assets,
and each Seller shall retain ownership of all right, title and interest in and to its respective Excluded Assets). Notwithstanding
the foregoing, the Parties acknowledge that the Purchased Assets constituting the Assumed Real Property Leases are being assigned
to, and assumed by, Buyer pursuant to the Assignment and Assumption of Leases and not pursuant this Agreement.


 


2.            Assumption.
  (a) Each Seller hereby delegates to Buyer such Seller’s Assumed Liabilities (to the extent assumed by Buyer in the Purchase
Agreement), and (b) Buyer hereby assumes and agrees to discharge when due (in accordance with its respective terms and subject
to the respective conditions of the Purchase Agreement) only the Assumed Liabilities and no others. Notwithstanding any provision
in this Agreement to the contrary, Buyer shall not assume and shall not be obligated to assume or be obligated to pay, perform
or otherwise discharge any Excluded Liability, and Sellers shall be solely and exclusively liable with respect to all Excluded
Liabilities.


 


3.            Delivery
Pursuant to Purchase Agreement.   Notwithstanding anything to the contrary herein, Sellers and Buyer are executing and delivering
this Agreement in accordance with and subject to all of the terms and provisions of the Purchase Agreement, including, without
limitation, the provisions of Section 3.23 thereof. To the extent of any conflict between the terms and conditions of this
Agreement and the terms and conditions of the Purchase Agreement, the terms and conditions of the Purchase Agreement shall govern,
supersede and prevail.


 




    	 	 	 



     


    

 


4.            Successors
and Assigns; Binding Effect.


 


(a)         Except
as expressly permitted in this Agreement, the rights and obligations of the Parties under this Agreement shall not be assignable
by such Parties without the written consent of the other Parties hereto; provided, however, that Buyer shall be entitled
to assign any or all of its rights under this Agreement to one or more of its Affiliates; provided that Buyer is not relieved
of any of its obligations hereunder by virtue of any such assignment.


 


(b)         This
Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. The successors
and permitted assigns hereunder shall include any permitted assignee as well as the successors in interest to such permitted assignee
(whether by merger, consolidation, liquidation (including successive mergers, consolidations or liquidations) or otherwise). Nothing
in this Agreement, expressed or implied, is intended or shall be construed to confer upon any Person other than the Parties and
successors and assigns permitted by this Section 4 any right, remedy or claim under or by reason of this Agreement.


 


5.            Amendments.
  Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in
the case of an amendment, by the Parties or, in the case of a waiver, by the Party against whom the waiver is to be effective.
Notwithstanding the foregoing, no failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.


 


6.            Governing
Law.


 


(a)         This
Agreement, and all claims or causes of action (whether at Law, in contract, in tort or otherwise) that may be based upon, arise
out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the
State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State
of New York.


 


(b)         All
Proceedings arising out of or relating to this Agreement, including the resolution of any and all disputes hereunder, shall be
heard and determined in the Bankruptcy Court, and the Parties hereby irrevocably submit to the exclusive jurisdiction of the Bankruptcy
Court in any such Proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such Proceeding.
The Parties hereby consent to service of process by mail (in accordance with Section 9.7 of the Purchase Agreement) or any
other manner permitted by Law.


 


(c)         THE
PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SELLERS, BUYER OR THEIR RESPECTIVE REPRESENTATIVES
IN THE NEGOTIATION OR PERFORMANCE HEREOF.


 




    	 	-2-	 



     


    

 


7.            Further
Assurances.   From time to time after the date hereof, Sellers and Buyer agree to execute and deliver, or cause to be executed
and delivered, such instruments and documents as may be reasonably requested in order to carry out the purposes of this Agreement,
and to do all other things and execute and deliver all other instruments and documents as may be required under the Purchase Agreement
to carry out the purposes of this Agreement.


 


8.            Headings.
  The section and paragraph headings contained in this Agreement are for reference purposes only and shall not in any way affect
the meaning or interpretation of this Agreement.


 


9.            Execution
in Counterparts.   This Agreement may be executed in counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have
been signed by each of the Parties hereto and delivered (by telecopy, electronic delivery or otherwise) to the other Parties. Signatures
to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” form, or
by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same
effect as physical delivery of the paper document bearing the original signature.


 


[SIGNATURE PAGE FOLLOWS]


 




    	 	-3-	 



     


    

 


IN WITNESS WHEREOF,
this Agreement has been duly executed and delivered by the Parties as of the date first above written.


 


	 	SELLERS:
	 	 
	 	RISING PHARMACEUTICALS, INC. 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	PACK PHARMACEUTICALS, LLC 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	RISING HEALTH, LLC 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	ACETRIS HEALTH, LLC 
	 	 	 
	 	By:	                
	 	 	Name:
	 	 	Title:
	 	 	 
	 	BUYER:
	 	 
	 	SHORE SUVEN PHARMA, INC.
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Assignment and Assumption
Agreement]


 




    	 	 	 



     


    

 


EXHIBIT B


 


Form
of Bidding Procedures 


 


BIDDING PROCEDURES


 


Set forth below are the bidding procedures
(the “Bidding Procedures”) to be used by Rising Pharmaceuticals, Inc. and the wholly-owned subsidiaries of Rising
Pharmaceuticals, Inc., each as listed as “Sellers” (together, the “Sellers” and each a “Seller”)
on the signature pages to that certain Asset Purchase Agreement, dated as of March [●], 2019 (together with the schedules
thereto and related documents, and as may be amended, supplemented or otherwise modified from time to time, the “Stalking
Horse Agreement”), by and among the Sellers, Aceto Corporation, as Parent, and Shore Suven Pharma, Inc. (the “Buyer”
or “Stalking Horse Bidder”), for the proposed sale of substantially all assets (as defined in the Stalking Horse
Agreement, the “Purchased Assets”) comprising the Debtors’ Pharma Business and assumption of certain related
liabilities, in the Sellers’ jointly administered chapter 11 cases pending in the United States Bankruptcy Court for the
District of New Jersey (the “Bankruptcy Court”), case number 19-13448 (VFP).


 


The Buyer has submitted a Qualified Bid
(as defined below) for the Purchased Assets pursuant to the terms of the Stalking Horse Agreement (the “Stalking Horse
Bid”).


 


On March 15, 2019, the Bankruptcy Court
entered an order, which, among other things, authorized the Sellers to determine the highest or otherwise best offer for the Purchased
Assets through the Bidding Procedures (the “Bidding Procedures Order”).


 


The sale transaction pursuant to the Stalking
Horse Agreement is subject to competitive bidding as set forth herein.


 


		A.	ASSETS TO BE SOLD



 


The Sellers seek to complete the sale of
the Purchased Assets and the assumption of the Assumed Liabilities described in the Stalking Horse Agreement.


 


Except as otherwise provided in the Stalking
Horse Agreement or such other approved purchase agreement of the Successful Bidder (as defined below), all of each Seller’s
respective right, title and interest in and to the Purchased Assets to be acquired shall be sold free and clear of all Liens, Claims
and Interests (each as defined in the Stalking Horse Agreement), except for Permitted Liens and Assumed Liabilities (each as defined
in the Stalking Horse Agreement) as may be specified in the Stalking Horse Agreement, and with any such Liens, Claims and Interests
to attach solely to the net proceeds of the sale of each applicable Purchased Asset.


 


A party may participate in the bidding
process by submitting a Qualified Bid for any or all of the Purchased Assets.


 




    	 	 	 



     


    

 


		B.	THE BIDding PROCEDURES



 


To ensure that the Sellers receive the
maximum value for the Purchased Assets, the Stalking Horse Agreement is subject to higher or otherwise better offers at the Auction
(if any) in accordance with these Bidding Procedures, and, as such, the Stalking Horse Agreement will serve as the “stalking
horse” bid for the Purchased Assets.


 


		1.	Key Dates



 


The key dates for the process contemplated
herein are as follows:1


 


	
        

        Sale Dates and Deadlines

	Bid Deadline	
        March 29, 2019 at 5:00 p.m. prevailing ET

	 	 
	
        Deadline to Notify Qualified Bidders
	April 1, 2019
	 	 
	Deadline to Select Starting Bid	
        April 1, 2019

	 	 
	Auction (if required)	
        April 2, 2019 at 10:00 a.m. prevailing ET

	 	 
	Notice of Successful Bidder to be Filed	
        One (1) business day after conclusion of the Auction

	 	 
	Sale Hearing	
        April 4, 2019 at 10:00 a.m. prevailing ET



 


		2.	Confidentiality



 


In order to participate in the bidding
process, each person other than the Stalking Horse Bidder who wishes to participate in the bidding process (a “Potential
Bidder”) must (to the extent not previously provided) provide an executed confidentiality agreement (to be delivered
prior to the distribution of any confidential information by the Sellers to any Potential Bidder) in form and substance satisfactory
to the Sellers, on terms not less favorable in the aggregate to the Sellers than the confidentiality agreement signed by the Stalking
Horse Bidder, as determined by the Sellers, and without limiting the foregoing, each confidentiality agreement executed by a Potential
Bidder shall contain standard non-solicitation provisions, as determined by the Sellers.


 





 






	1	These dates are subject to extension or adjournment as provided for herein or in the Stalking Horse
Agreement and in consultation with the Consultation Parties (as defined below).



 





    	 	 	 



     


    

 


		3.	Due Diligence



 


The Sellers will afford any Potential Bidder
that has executed or that will execute a confidentiality agreement in accordance with paragraph 2 above such due diligence access
or additional information as the Sellers, in consultation with their advisors, deem appropriate, in their discretion and within
their reasonable business judgment. The Sellers will use good faith efforts to provide to the Stalking Horse Bidder access to written
information made available to any Qualified Bidder (as defined below) if not previously made available to the Stalking Horse Bidder.


 


The due diligence period shall end on the
Bid Deadline, and none of the Sellers nor any of their representatives shall be obligated to furnish any due diligence information
to any Qualified Bidder after the Bid Deadline, provided that the Sellers shall continue to provide due diligence to the Stalking
Horse Bidder.


 


		4.	Provisions Governing Qualified Bids



 


A bid submitted will be considered a “Qualified
Bid” only if the bid complies with all of the following, in which case the party submitting the bid shall be a “Qualified
Bidder”; provided that, if the Debtors receive a bid prior to the Bid Deadline that is not a Qualified Bid, the
Debtors may provide the bidder with the opportunity to remedy any deficiencies until one (1) day prior to the Auction:


 


		a.	it expressly discloses whether the bid is for some or all of the Purchased Assets;



 


		b.	it fully discloses the identity of each entity that will be bidding for or purchasing some or all
of the Purchased Assets, including any equity holders in the case of a Potential Bidder which is an entity specially formed for
the purpose of effectuating the contemplated transaction, or otherwise participating in connection with such bid (including any
co-bidder or team bidder), and the complete terms of any such participation, including any agreements, arrangements or understandings
concerning a collaborative or joint bid or any other combination concerning the proposed bid. A bid must also fully disclose any
connections, relationships (business or otherwise), whether or not known, to the Sellers or agreements or understandings with the
Sellers, the Stalking Horse Bidder or any other known bidders, Potential Bidder or Qualified Bidder, and/or any officer, director
or equity security holder of the Sellers;



 


		c.	it states that the Qualified Bidder offers to purchase, in cash, some or all of the Purchased Assets
upon terms and conditions that the Sellers reasonably determine are at least as favorable to the Sellers as those terms and conditions
set forth in the Stalking Horse Agreement (or pursuant to an alternative structure that the Sellers reasonably determine is no
less favorable to the Sellers than the terms and conditions of the Stalking Horse Agreement). For the avoidance of doubt, any Qualified
Bid must, either on its own or when considered together with other Qualified Bid(s), provide value in excess of the Stalking Horse
Agreement plus the Break-Up Fee, Expense Reimbursement and minimum overbid requirements detailed below in Section 4(k);



 




    	 	 	 



     


    

 


		d.	it provides a detailed description of any anticipated regulatory or governmental approvals necessary
to consummate the bid including, but not limited to, all foreign antitrust or anti-competition approvals required;



 


		e.	it includes a commitment to close the transactions within the timeframe contemplated by the Stalking
Horse Agreement;



 


		f.	it includes a binding and enforceable signed writing that the Qualified Bidder’s offer is
irrevocable unless and until the Sellers accept a higher or otherwise better bid and such Qualified Bidder is not selected as a
Back-Up Bidder (as defined below); provided that if such Qualified Bidder is selected as the Successful Bidder, its offer
shall remain irrevocable until four (4) months after the execution of the applicable Proposed Asset Purchase Agreement (as defined
herein). Such writing shall guarantee performance of the Qualified Bidder by its parent entities, if any, or provide such other
guarantee of performance requested by and acceptable to the Sellers;



 


		g.	it shall be accompanied by a deposit into escrow with the Sellers of an amount in cash equal to
ten percent (10%) of the aggregate purchase price in the Proposed Asset Purchase Agreement (the “Good Faith Deposit”);



 


		h.	it includes confirmation that all necessary internal and shareholder or similar approvals have
been obtained prior to the bid;



 


		i.	it includes a duly authorized and executed copy of an asset purchase agreement, including the purchase
price for the Purchased Assets expressed in U.S. Dollars, together with all exhibits and schedules thereto, together with copies
marked to show any amendments and modifications to the Stalking Horse Agreement (collectively, the “Proposed Asset Purchase
Agreement”) and a proposed form of order to approve the sale, together with a copy marked to show amendments and modifications
to the proposed form of sale approval order attached to the motion to approve the sale of the Purchased Assets to the Stalking
Horse Bidder; provided, however, that such Proposed Asset Purchase Agreement shall not include any financing or diligence
conditions, or any other conditions that are less favorable to the Sellers than the conditions in the Stalking Horse Agreement;



 




    	 	 	 



     


    

 


		j.	it includes written evidence of (i) sufficient cash on hand to fund the purchase price or (ii)
sources of immediately available funds that are not conditioned on third-party approvals or commitments, in each case, that will
allow the Sellers to make a reasonable determination as to the Qualified Bidder’s financial and other capabilities to consummate
the transaction contemplated by the Proposed Asset Purchase Agreement. Such written evidence shall include the most current audited
and the most current unaudited financial statements, or such other financial information of the Qualified Bidder as may be requested
by and acceptable to the Sellers (collectively, the “Financials”), or, if the Qualified Bidder is an entity
formed for the purpose of acquiring some or all of the Purchased Assets, the Financials of the Qualified Bidder’s equity
holder(s) or other financial backer(s) that are guaranteeing the Qualified Bidder’s performance; provided that if
a Potential Bidder is unable to provide Financials, the Sellers may accept such other information sufficient to demonstrate to
each Seller’s reasonable satisfaction that such Potential Bidder has the financial wherewithal to consummate the applicable
sale transaction. The Potential Bidder also must establish to the Sellers’ satisfaction that it has the financial ability
to consummate its proposed transaction within the timeframe contemplated for consummation of the Stalking Horse Agreement;



 


		k.	it (in combination with any other bids for some or all of such assets) provides for a cash purchase
price that exceeds the aggregate cash consideration to be paid to or for the benefit of the Sellers’ estates set forth in
the Stalking Horse Agreement by at least $2,422,500, which represents the sum of: (i) the Break-Up Fee of $672,500, plus (ii) the
maximum amount of the Expense Reimbursement of $750,000, plus (iii) an overbid of $1,000,000, and otherwise has a value to the
Sellers, in their exercise of their reasonable business judgment, after consultation with their advisors, that is greater or otherwise
better than the value offered under the Stalking Horse Agreement (including taking into account the impact of any liabilities assumed
in the Stalking Horse Agreement);



 


		l.	it identifies with particularity which executory contracts and unexpired leases the Qualified Bidder
wishes to assume and provides details of the Qualified Bidder’s proposal for the treatment of related Cure Costs (as defined
in the Bidding Procedures Order), and contains sufficient information concerning the Qualified Bidder’s ability to provide
adequate assurance of performance with respect to executory contracts and unexpired leases to be assumed and assigned;



 


		m.	it includes an express acknowledgement and representation that the Qualified Bidder: (i) has had
an opportunity to conduct any and all required due diligence regarding acquiring the Purchased Assets prior to making its offer;
(ii) has relied solely upon its own independent review, investigation and/or inspection of any documents and/or the Purchased Assets
in making its bid; (iii) did not rely upon any written or oral statements, representations, promises, warranties or guaranties
whatsoever, whether express or implied (by operation of law or otherwise), regarding the Purchased Assets or the completeness of
any information provided in connection therewith or with the Auction, except as expressly stated in the Proposed Asset Purchase
Agreement; and (iv) is not entitled to any expense reimbursement, break-up fee, termination fee, or similar type of payment in
connection with its bid;



 




    	 	 	 



     


    

 


		n.	it includes evidence, in form and substance satisfactory to the Sellers, of authorization and approval
from the Qualified Bidder’s board of directors (or comparable governing body) or, if required, the equity holders of the
Qualified Bidder, with respect to the submission, execution, delivery, performance and closing of the Proposed Asset Purchase Agreement;



 


		o.	it provides an irrevocable undertaking by the Qualified Bidder to execute and deliver to the Sellers
such other guarantee of performance or assurance acceptable to the Sellers in their discretion;



 


		p.	it states that the Qualified Bidder consents to the jurisdiction of the Bankruptcy Court, as applicable;



 


		q.	it contains such other information reasonably requested by the Sellers;



 


		r.	it contains written confirmation that the bidder has not engaged in any collusion with respect
to the bidding or the sale process; and



 


		s.	it is received by the applicable Notice Parties (as defined in, and in accordance with, Section
B.5) on or prior to 5:00 p.m. (prevailing Eastern Time) on March 29, 2019 (the “Bid Deadline”).



 


Non-Conforming Bids. Notwithstanding
anything to the contrary in these Bidding Procedures, the Sellers in consultation with the Consultation Parties (as defined below),
shall have the right to entertain any bid that does not conform to one or more of the requirements herein and deem such bid a Qualified
Bid (a “Non-Conforming Bid”); provided, however, that such Non-Conforming Bid so entertained by
the Sellers must nevertheless meet each of the following requirements: (a) the Stalking Horse Bidder is provided the right to modify
its Stalking Horse Bid to also revise its bid to provide similar non-conforming requirements; (b) the Good Faith Deposit must be
made in the amount specified above; (c) the bid must meet the minimum overbid requirements set forth in Section B.4(k) above; (d)
any Subsequent Bid (as defined below) must meet the requirements set forth in Section B.8(g) below; and (e) any condition to closing
set forth in the applicable Proposed Asset Purchase Agreement cannot be more onerous (in any material respect) to the Sellers than
any similar conditions set forth Stalking Horse Agreement.


 


Notwithstanding anything in these Bidding
Procedures to the contrary, the Buyer is deemed to be a Qualified Bidder with respect to the Purchased Assets and the Stalking
Horse Bid is deemed to be a Qualified Bid for all purposes in connection with the Bidding Procedures, the Auction, and the Sale,
and the Stalking Horse Bidder shall not be required to take any further action in order to attend and participate in the Auction
(if any) or, if the Stalking Horse Bidder is the Successful Bidder, to be named the Successful Bidder at the Sale Hearing.


 




    	 	 	 



     


    

 


The Sellers shall promptly notify each
Qualified Bidder in writing (including via email) as to whether or not its bid constitutes a Qualified Bid. If any bid is determined
by the Sellers not to be a Qualified Bid, the Debtors will refund such bidder’s Good Faith Deposit and all accumulated interest
thereon within ten (10) business days after the Bid Deadline. The Sellers shall also notify the Stalking Horse Bidder and all other
Qualified Bidders in writing (including via email) as to whether or not any bids constitute Qualified Bids no later than one (1)
business day after the notification to any Qualified Bidder that its bid constitutes a Qualified Bid and provide a copy of Qualified
Bids (excluding the Stalking Horse Agreement) to the Stalking Horse Bidder. The notices described in this paragraph shall not be
given later than one (1) business day following the expiration of the Bid Deadline.


 


Consultation Parties. The
“Consultation Parties” are (a) the DIP Agent and its counsel and advisors with respect to the Purchased Assets,
and (b) counsel and any other retained advisors to the creditors’ committee appointed in the Sellers’ bankruptcy cases.
Notwithstanding anything herein to the contrary, the Sellers shall not be required to consult with any Consultation Party during
the bidding and Auction process to the extent such Consultation Party is a Potential Bidder, a Qualified Bidder, or a financing
source for a bidder, including, if the Sellers determine, in their reasonable business judgment, that consulting with such Consultation
Party regarding any issue, selection or determination would be likely to have a chilling effect on potential bidding or otherwise
be contrary to goal of maximizing value for the Sellers’ estates from the sale process.


 


Subject to the terms of any orders entered
by the Bankruptcy Court, after consultation with the Consultation Parties, the Sellers shall have the right and obligation to make
all decisions regarding bids and the Auction as provided herein as the Sellers determine to be in the best interest of their estates,
whether or not the Consultation Parties agree with that decision.


 


		5.	Submission of Bids



 


A Qualified Bidder that desires to make
a bid regarding some or all of the Purchased Assets must deliver written copies of its bid, so as to be received on or before the
Bid Deadline, to each of the following parties (the “Notice Parties”):


 


		a.	counsel to the Sellers: Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, New York
10020 (Attn: Steven E. Siesser, Esq. (ssiesser@lowenstein.com), Paul Kizel, Esq. (pkizel@lowenstein.com), Kenneth A. Rosen, Esq.
(krosen@lowenstein.com), and Philip J. Gross, Esq. (pgross@lowenstein.com));



 


		b.	counsel to the DIP Agent: McGuireWoods LLP, 1251 Avenue of the Americas, 20th Floor, New York,
New York 10020-1104 (Attn: Kenneth Noble, Esq. (knoble@mcguirewoods.com ) and Benjamin B. Iselin, Esq. (biselin@mcguirewoods.com));
and



 


		c.	proposed counsel to the Official Committee of Unsecured Creditors, Stroock & Stroock &
Lavan LLP, 180 Maiden Lane, New York, New York, 10038-4982 (Attn: Jayme T. Goldstein, Esq. (jgoldstein@stroock.com) and Erez E.
Gilad, Esq. (egilad@stroock.com)).



 




    	 	 	 



     


    

 


		6.	Evaluation of Competing Bids



 


A Qualified Bid will be valued based upon
several factors including, without limitation: (a) the amount of such bid (including value provided by the assumption of liabilities);
(b) the risks and timing associated with consummating such bid; (c) any proposed revisions to the Stalking Horse Agreement (including
any additional conditions to closing); and (d) any other factors deemed relevant by the Sellers.


 


		7.	No Qualified Bids



 


If the Sellers do not receive a Qualified
Bid with respect to the Purchased Assets other than the Stalking Horse Bid, the Sellers will not hold an Auction (as defined below)
and the Stalking Horse Bidder will be deemed the Successful Bidder upon the Bid Deadline with respect to the Purchased Assets.


 


		8.	Auction Process



 


If the Sellers receive one or more Qualified
Bids with respect to the Purchased Assets in addition to the Stalking Horse Bid, the Sellers will conduct an auction (the “Auction”)
for the Purchased Assets (which the Sellers intend to transcribe) at 10:00 a.m. (prevailing Eastern Time) on April 2, 2019,
at the offices of Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, New York 10020, or such other location as shall
be timely communicated by the Sellers to all entities entitled to attend the Auction. The Auction shall be conducted in accordance
with the following procedures:


 


		a.	only the Sellers, the Notice Parties, the Stalking Horse Bidder, and any other Qualified Bidders,
in each case along with their representatives and advisors, shall be entitled to attend the Auction (such attendance to be in person);



 


		b.	only the Stalking Horse Bidder and such other Qualified Bidders will be entitled to participate
as bidders in, or make any Subsequent Bids at, the Auction; provided that all such Qualified Bidders wishing to attend the
Auction must have at least one individual representative with authority to bind such Qualified Bidder attending the Auction in
person;



 


		c.	each Qualified Bidder shall be required to confirm in a manner acceptable to the Sellers that it
has not engaged in any collusion with respect to the bidding or the sale (including communicating with other Bidders during the
Auction (concerning any aspect of the Auction or bidding) without the consent of the Debtors on the record of the Auction;



 




    	 	 	 



     


    

 


		d.	at least one (1) business day prior to the Auction, each Qualified Bidder (other than a Stalking
Horse Bidder) must inform the Sellers whether it intends to attend the Auction; provided that in the event a Qualified Bidder
elects not to attend the Auction, such Qualified Bidder’s Qualified Bid shall, subject to the terms of the Stalking Horse
Agreement, nevertheless remain fully enforceable against such Qualified Bidder until (i) the date of the selection of the Successful
Bidder at the conclusion of the Auction, or (ii) if selected as the Successful Bidder, four (4) months after the execution of the
applicable Proposed Asset Purchase Agreement. No later than one business day prior to the start of the Auction, the Sellers will
provide copies of the Qualified Bid (or combination of Qualified Bids, if applicable) which the Sellers believe, in their discretion,
is the highest or otherwise best offer for the Purchased Assets (the “Starting Bid”) to the Stalking Horse Bidder
and all other Qualified Bidders;



 


		e.	all Qualified Bidders who have timely submitted Qualified Bids will be entitled to be present for
all Subsequent Bids at the Auction and the actual identity of each Qualified Bidder will be disclosed on the record at the Auction;



 


		f.	the Sellers, after consultation with their advisors, may employ and announce at the Auction additional
procedural rules that are reasonable under the circumstances for conducting the Auction, provided that such rules: (i) are
not inconsistent with these Bidding Procedures, title 11 of the United States Code (the “Bankruptcy Code”),
any order of the Bankruptcy Court entered in connection herewith or the Stalking Horse Agreement; (ii) provide that bids be made
and received on an open basis, with all material terms of each bid to be fully disclosed to all other Qualified Bidders at the
Auction; and (iii) are disclosed to each Qualified Bidder at the Auction;



 


		g.	bidding at the Auction will begin with the Starting Bid and continue in bidding increments (each
a “Subsequent Bid”) providing a net value to the Sellers’ estates of at least an additional $1,000,000
above the prior bid for the Purchased Assets. After the first round of bidding and between each subsequent round of bidding, the
Sellers shall announce the bid (including the identity of the bidder or bidders and the value of such bid(s)) that they believe
to be the highest or otherwise best offer for the Purchased Assets (the “Highest Bid”). A round of bidding will
conclude after each participating Qualified Bidder has had the opportunity, as determined by the Sellers, to submit a Subsequent
Bid with full knowledge of the then Highest Bid. The failure of the Stalking Horse Bidder to bid in a particular round of bidding
shall not preclude the applicable Stalking Horse Bidder from bidding in subsequent rounds, if any. For the purpose of evaluating
the value of the consideration provided by the Subsequent Bids (including any Subsequent Bid by the Stalking Horse Bidder), the
Sellers will give effect (on a dollar for dollar basis) to the Break-Up Fee and the maximum amount of the Expense Reimbursement
payable to the Stalking Horse Bidder under the Stalking Horse Agreement as well as any additional liabilities to be assumed by
a Qualified Bidder and any additional costs which may be imposed on the Sellers, as well as any other items of value included in
such Subsequent Bid. If the Stalking Horse Bidder bids at the Auction, the Stalking Horse Bidder will be entitled to credit bid
on a dollar for dollar basis the amount of the Break-Up Fee and the maximum amount of the Expense Reimbursement. To the extent
a Subsequent Bid has been accepted entirely or in part because of the addition, deletion or modification of a provision or provisions
in the applicable Proposed Asset Purchase Agreement or Stalking Horse Agreement, the Sellers will identify such added, deleted
or modified provision or provisions and the Qualified Bidders shall be given the opportunity to modify the applicable Proposed
Asset Purchase Agreement or Stalking Horse Agreement in a manner that materially provides any additional value that factored into
selecting a Subsequent Bid from another Qualified Bidder. The Sellers shall, in consultation with the Consultation Parties, determine
whether an addition, deletion or modification of the applicable Proposed Asset Purchase Agreement or Stalking Horse Agreement meets
the standard of materially providing additional value. For the avoidance of doubt, the Stalking Horse Bidder shall be entitled
to submit additional bids and make modifications to the Stalking Horse Agreement at the Auction consistent with these Bidding Procedures;



 




    	 	 	 



     


    

 


		h.	No participant (including but not limited to any counterparty to an executory contract or unexpired
lease) during the Auction may lodge any objection during the Auction to the proposed Sale or the assumption/assignment of an executory
contract or unexpired lease; objections to the Sale or any assumption/assignment of any executory contract or unexpired lease shall
only be preserved if filed as a Sale Objection, Cure Costs Objection or Assignment Objection (as the case may be) by the deadlines
set forth in the Bidding Procedures Order;



 


		i.	the Sellers shall, in their reasonable discretion and after consultation with the Consultation
Parties, honor reasonable requests for breaks in the auction; and



 


		j.	the Auction may be adjourned as the Sellers, in consultation with the Consultation Parties, deem
appropriate. Reasonable notice of such adjournment and the time and place for the resumption of the Auction shall be given to the
Stalking Horse Bidder, all other Qualified Bidders, the United States Trustee and the Consultation Parties.



 


		9.	Selection of Successful Bid



 


Prior to the conclusion of the Auction,
the Sellers, in consultation with their advisors and the Consultation Parties, will review and evaluate each Qualified Bid in accordance
with the procedures set forth herein and determine which offer for the Purchased Assets is the highest or otherwise best offer
from among the Qualified Bidders (including the Stalking Horse Bidder) submitted at or prior to the Auction by a Qualified Bidder
(such bid, the “Successful Bid” and the bidder making such bid, the “Successful Bidder”)
and communicate to the Stalking Horse Bidder and the other Qualified Bidders the identity of the Successful Bidder and the material
terms of the Successful Bid. Upon identification of the Successful Bid at the conclusion of the Auction, the Sellers may not solicit,
encourage or accept any additional bids, except if, following consultation with their legal and financial advisors, the Sellers
determine that rejecting an additional unsolicited bid submitted after the conclusion of the Auction would be inconsistent with
their fiduciary duties. The determination of the Successful Bid by the Sellers at the conclusion of the Auction shall be final,
subject only to approval by the Bankruptcy Court.


 




    	 	 	 



     


    

 


By submitting a Qualified Bid, all Qualified
Bidders and the Stalking Horse Bidder expressly agree that they shall not submit additional bids or seek to reopen the Auction
after the Sellers have selected the Successful Bid and Back-Up Bid, if any, and any such bid shall not be considered by the Sellers
or the Bankruptcy Court. As soon as reasonably practicable after conclusion of the Auction, the Successful Bidder shall complete
and execute all agreements, contracts, instruments and other documents evidencing and containing the terms and conditions upon
which the Successful Bid was made. Within one (1) business day after conclusion of the Auction, the Sellers shall file a notice
identifying the Successful Bidder with the Bankruptcy Court.


 


The Sellers will sell the Purchased Assets
to the Successful Bidder pursuant to the terms of the Successful Bid upon the approval of such Successful Bid by the Bankruptcy
Court.


 


		10.	Designation of Back-Up Bidder



 


Notwithstanding anything in these Bidding
Procedures to the contrary, if an Auction is conducted, the Qualified Bidder with the next highest or otherwise best bid at the
conclusion of the Auction for the Purchased Assets, as determined by the Sellers, in the exercise of their business judgment, shall
be deemed to have submitted the next highest or otherwise best bid for such assets (such bid, a “Back-Up Bid”
and the Qualified Bidder submitting such bid, a “Back-Up Bidder”) and shall be announced at the time to all
Qualified Bidders participating in the Auction.


 


If for any reason the Successful Bidder
fails to consummate its Successful Bid within the time permitted after the entry of the Sale Order, then the Sellers may deem the
Back-Up Bidder to be the new Successful Bidder and its Back-Up Bid to be the new Successful Bid, and the Sellers will be authorized
(but not directed), without further order of the Bankruptcy Court, to consummate a sale transaction with such Back-Up Bidder on
the terms of its Back-Up Bid; provided, that if the Sellers elect to do so, the Sellers, within their discretion, (i) will
file a written notice of such transaction with the Bankruptcy Court at least 24 hours in advance of consummation thereof, and/or
(ii) may (but shall not be required to) seek approval for the consummation of such sale transaction with such Back-Up Bidder pursuant
to a separate order to be submitted at a later date consistent with the terms of the Back-Up Bid.


 


Each Back-Up Bid must remain open until
four (4) months after execution of the applicable Stalking Horse Agreement or Proposed Asset Purchase Agreement (the “Outside
Back-Up Date”), except in the event the Stalking Horse Bidder is designated as the Back-Up Bidder in which case the Stalking
Horse Bidder shall not be permitted to terminate the Stalking Horse Agreement until the earlier of (a) the date upon which an Alternative
Transaction has been consummated following approval by the Bankruptcy Court, or (b) May 31, 2019 (as such date may be extended
pursuant to Section 8.1(b) of the Stalking Horse Agreement).


 




    	 	 	 



     


    

 


		11.	Good Faith Deposit



 


Except as otherwise provided in this paragraph
with respect to the Successful Bid and Back-Up Bid, if any, the Good Faith Deposits of all Qualified Bidders that submitted such
a deposit under the Bidding Procedures shall be returned upon or within three (3) business days after the Auction. The Good Faith
Deposit of a Successful Bidder shall be held until the closing of the sale of the Purchased Assets and applied in accordance with
the Successful Bid. The Good Faith Deposit of any Back-Up Bidder (other than the Stalking Horse Bidder) shall be returned within
three (3) business days after the Outside Back-Up Date. If the Successful Bidder fails to consummate an approved sale because of
a breach or failure to perform on the part of such Successful Bidder, the Sellers will not have any obligation to return the Good
Faith Deposit deposited by such Successful Bidder, which may be retained by the Sellers as liquidated damages, in addition to any
and all rights, remedies and/or causes of action that may be available to the Sellers at law or in equity, and, the Sellers shall
be free to consummate the proposed transaction at the next highest or otherwise best bid at the Auction by a Qualified Bidder,
without the need for an additional hearing or order of the Bankruptcy Court. Notwithstanding any provision hereof, the terms pertaining
to any Good Faith Deposit submitted by the Stalking Horse Bidder pursuant to the Stalking Horse Agreement (including, without limitation,
the entitlements of the Stalking Horse Bidder and Sellers to such Good Faith Deposit and the timing of return of any Good Faith
Deposit to the Stalking Horse Bidder) shall be governed by the terms of the Stalking Horse Agreement and the Bidding Procedures
Order.


 


		12.	Sale Is As Is/Where Is



 


Except as otherwise provided in the Stalking
Horse Agreement, any Proposed Asset Purchase Agreement, the Successful Bid or any order of the Bankruptcy Court approving the sale
of the Purchased Assets, the Purchased Assets sold pursuant to these Bidding Procedures shall be conveyed at the closing of the
sale in their then-present condition, “AS IS, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED.”


 


		C.	THE BID PROTECTIONS



 


In recognition of the expenditure of time,
energy, and resources, and because the agreement to make payment thereof is necessary to preserve the value of each of the Sellers’
estates, the Sellers have agreed that, among other triggering events, if the Buyer is not the Successful Bidder, then the Sellers
will pay the Buyer, pursuant to and in accordance with the terms of the Stalking Horse Agreement, (a) an aggregate “break-up”
fee of $672,500, as more fully described in the Stalking Horse Agreement (as defined therein, the “Break-Up Fee”),
and (b) an amount in cash equal to the Expense Reimbursement (as such term is defined in the Stalking Horse Agreement (the “Expense
Reimbursement”), which is not to exceed $750,000. The Break-Up Fee and Expense Reimbursement shall be payable as provided
for pursuant to the terms of the Stalking Horse Agreement, and nothing herein shall be deemed to limit or otherwise modify the
terms thereof, including other circumstances pursuant to which the Break-Up Fee and Expense Reimbursement may be payable.


 




    	 	 	 



     


    

 


Except for the Stalking Horse Bidder, no
Qualified Bidder or other party submitting a bid shall be entitled to any expense reimbursement, breakup fee, termination or similar
fee or payment.


 


		D.	SALE HEARING



 


The Sellers will seek entry of an order
from the Bankruptcy Court, at a hearing (the “Sale Hearing”) to begin at 10:00 a.m. (prevailing Eastern Time)
on April 4, 2019 or as soon thereafter as counsel may be heard, to approve and authorize the sale to the Successful Bidder
(including, without limitation, the assumption and assignment to the Successful Bidder of any executory contracts or unexpired
leases to be assigned to the Successful Bidder in accordance with the Stalking Horse Agreement or Proposed Asset Purchase Agreement,
as applicable, at the Sale Hearing on terms and conditions determined in accordance with the Bidding Procedures).


 


		E.	MISCELLANEOUS



 


The Auction and the Bidding Procedures
are solely for the benefit of the Sellers and the Stalking Horse Bidder, and nothing contained in the Bidding Procedures Order,
the Bidding Procedures or the Stalking Horse Agreement shall create any rights in any other person or bidder (including, without
limitation, rights as third-party beneficiaries or otherwise) other than the rights expressly granted to the Successful Bidder
under the Bidding Procedures Order.


 


Without prejudice to the rights of the
Stalking Horse Bidder under the terms of the Stalking Horse Agreement and the Bidding Procedures Order, the Sellers may modify
the rules, procedures and deadlines set forth herein, or adopt new rules, procedures and deadlines that, in their reasonable discretion,
will better promote the goals of these Bidding Procedures (namely, to maximize value for the estates); provided, however,
that the Sellers may not modify the Bid Protections afforded to the Stalking Horse Bidder in accordance with the Stalking Horse
Agreement, unless agreed in writing by the Stalking Horse Bidder and Sellers. For the avoidance of doubt, the Sellers may not modify
the rules, procedures, or deadlines set forth herein, or adopt new rules, procedures, or deadlines that would impair in any material
respect the Stalking Horse Bidder’s right to payment of the Break-Up Fee or the Expense Reimbursement without the express
written consent of the Stalking Horse Bidder. All such modifications and additional rules will be communicated to each of the Notice
Parties, Potential Bidders, and Qualified Bidders (including the Stalking Horse Bidder) or announced at the Auction.


 


The Bankruptcy Court shall retain exclusive
jurisdiction to hear and determine all matters arising from or relating to implementation of the Bidding Procedures Order.


 




    	 	 	 



     


    







	



 


EXHIBIT
C


 


FORM
OF BIDDING PROCEDURES ORDER 


  





	UNITED
        STATES BANKRUPTCY COURT

        DISTRICT
        OF NEW JERSEY

        Caption
        in Compliance with D.N.J. LBR 9004-1
	 
	 

        LOWENSTEIN
        SANDLER LLP

        Kenneth
        A. Rosen, Esq. (krosen@lowenstein.com)

        Michael
        S. Etkin, Esq. (metkin@lowenstein.com)

        Paul
        Kizel, Esq. (pkizel@lowenstein.com)

        Wojciech
        F. Jung, Esq. (wjung@lowenstein.com)

        Philip
        J. Gross, Esq. (pgross@lowenstein.com)

        One
        Lowenstein Drive

        Roseland,
        New Jersey 07068

        (973)
        597-2500 (Telephone)

        (973)
        597-2400 (Facsimile)

         

        Proposed
        Counsel to the Debtors and 

        Debtors-in-Possession

        

	 
	 

        In
        re:

         

        ACETO
        CORPORATION, et al.,1

         

        Debtors.

         
	 

        Chapter
        11

         

        Case
        No. 19-13448 (VFP)

         

        (Jointly
        Administered)



 


ORDER
(A) AUTHORIZING AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’
PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND ASSIGNMENT OF
CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING THE FORM AND MANNER OF NOTICE THEREOF;


AND
(F) GRANTING RELATED RELIEF


 


The
relief set forth on the following pages, numbered two (2) through ________ (__), is hereby ORDERED.


 


 






1
The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are
as follows: Aceto Corporation (0520); Aceto Agricultural Chemicals Corporation (3948); Aceto Realty LLC (7634); Rising Pharmaceuticals,
Inc. (7959); Rising Health, LLC (1562); Acetris Health, LLC (3236); PACK Pharmaceuticals, LLC (2525); Arsynco, Inc. (7392); and
Acci Realty Corp. (4433).


 




    	 	 	 



     


    

 


	Page:	2
	Debtors:	ACETO CORPORATION, et
                 al.
	Case No.:	Case No. 19-13448 (VFP)
	Caption:	ORDER
                                       (A) AUTHORIZING AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY
                                       ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING
                                       BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND ASSIGNMENT OF CERTAIN
                                       EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING
                                       THE FORM AND MANNER OF NOTICE THEREOF; AND (F) GRANTING RELATED RELIEF






 





 



 


Upon
the motion (the “Motion”)2 of the above-captioned debtors and
debtors-in-possession (collectively, the “Debtors”), seeking entry of an order (this “Order”),
pursuant to sections 105, 363, 365 and 503 of title 11 of the United States Code (the “Bankruptcy Code”), Rules
2002, 6004 and 6006 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 6004-1,
6004-2 and 6004-3 of the Local Rules of the United States Bankruptcy Court for the District of New Jersey (the “Local
Rules”):


 


(i)
(a) authorizing and approving certain bidding procedures (as attached hereto as Exhibit 1, the “Bidding
Procedures”) in connection with the sale (the “Sale”) of substantially all assets (as defined in
the Stalking Horse Agreement (defined below), the “Purchased Assets”) comprising the Debtors’ Pharma
Business (as defined in the Motion) pursuant to that certain Asset Purchase Agreement, dated as of March [●], 2019 (together
with the schedules thereto and related documents, and as may be amended, supplemented or otherwise modified from time to time,
the “Stalking Horse Agreement”), substantially in the form attached to the Motion as Exhibit B,
by and among Rising Pharmaceuticals, Inc., Pack Pharmaceuticals, LLC, Rising Health, LLC, and Acetris Health, LLC (together, the
“Sellers” and each a “Seller”), Aceto Corporation, as Parent, and Shore Suven Pharma, Inc.
(the “Buyer” or “Stalking Horse Bidder”), subject to the outcome of an auction (the “Auction”)
if the Sellers receive one or more timely and acceptable Qualified Bids (as defined in the Bidding Procedures); (b) authorizing
and approving the Break-Up Fee and Expense Reimbursement (each as defined in the Bidding Procedures, and together, the “Bid
Protections”) for the Stalking Horse Bidder; (c) scheduling the Auction and a hearing (the “Sale Hearing”)
to consider approval of the Sale; (d) approving procedures related to the assumption and assignment of certain of the Sellers’
executory contracts and unexpired leases (the “Assumption and Assignment Procedures”); (e) approving the form
and manner of notice thereof; and (f) granting related relief (collectively, the “Bidding Procedures Relief”);
and (ii) (a) authorizing the Sale of the Purchased Assets free and clear of Liens and Claims (each as defined in the Stalking
Horse Agreement) and Interests,3 except as provided in the Stalking Horse Agreement
or other Proposed Asset Purchase Agreement of the Successful Bidder (each as defined in the Bidding Procedures); (b) approving
the assumption and assignment of certain of the Sellers’ executory contracts (each, an “Executory Contract”)
and unexpired leases (each, an “Unexpired Lease”) related thereto (any such Executory Contract or Unexpired
Lease designated by the Successful Bidder to be assumed and assigned pursuant to the Sale, a “Buyer Assumed Agreement”
and collectively, the “Buyer Assumed Agreements”); and (c) granting related relief; and upon the First Day
Declaration; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; and this Court
having the power to enter a final order consistent with Article III of the United States Constitution; and this Court having found
that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and
this Court having found that notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances
and no other notice need be provided; and this Court having reviewed the Motion and heard the statements in support of the relief
requested therein at a hearing before this Court; and this Court having determined that the legal and factual bases set forth
in the Motion and at the hearing establish just cause for the relief granted herein; and this Court having determined that the
relief requested by the Motion is in the best interests of the Debtors, their estates, their creditors, and other parties in interest;
and upon all of the proceedings in these Chapter 11 Cases had before this Court; and after due deliberation and sufficient cause
appearing therefor, it is hereby


 





 



2
Capitalized terms not otherwise defined herein shall have
the meanings ascribed to such terms in the Motion or the Bidding Procedures attached hereto as Exhibit 1.


 


3
As used herein, “Interests” means all encumbrances
and other interests, including, but not limited to: (1) those that purport to give to any party a right or option to effect any
forfeiture, modification, right of first refusal or termination of the Debtors’ interest in the Purchased Assets, or any
similar rights, including rights under section 365(h) of the Bankruptcy Code; (2) those relating to taxes arising under or out
of in connection with, or in any way relating to the operation of the Purchased Assets prior to the Closing; and (3) (a) those
arising under all mortgages, deeds of trust, security interests, conditional sale or other title retention agreements, pledges,
liens, judgments, demands, rights of setoff or recoupment, encumbrances, rights of first refusal or charges of any kind or nature,
if any, including, but not limited to, any restriction on the use, voting, transfer, receipt of income or other exercise of any
attributes of ownership, and (b) all debts arising in any way in connection with any agreements, acts or failures to act of any
of the Debtors or any of the Debtors’ predecessors or affiliates, Claims, obligations, liabilities, rights of set off or
recoupment, demands, guaranties, options, rights, contractual or other commitments, restrictions, interests and matters of any
kind and nature, whether known or unknown, contingent or otherwise, whether arising prior to or subsequent to the commencement
of the Debtors’ bankruptcy cases, and whether imposed by agreement, understanding, law, equity or otherwise, including,
but not limited to, Claims otherwise arising under doctrines of successor liability to the greatest extent permitted by applicable
law.


 




    	 	-2-	 



     


    

 


	Page:	3
	Debtors:	ACETO CORPORATION, et
                 al.
	Case No.:	Case No. 19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING
                 AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’
                 PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND
                 ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING
                 THE FORM AND MANNER OF NOTICE THEREOF; AND (F) GRANTING RELATED RELIEF



 





 



 


FOUND,
CONCLUDED, AND DETERMINED THAT:


 


A.       The
Debtors have demonstrated good and sufficient reasons for, and the best interests of their estates, creditors, and other parties
in interest will be served by, this Court granting, to the extent provided herein, the relief requested in the Motion relating
to the bidding process, including approval of (1) the Bidding Procedures, (2) the Bid Protections, (3) the Assumption and Assignment
Procedures, and (4) the forms of the Cure Notice (as defined below) and Sale Notice (as defined below) attached to the Motion
as Exhibit C and Exhibit D, respectively.


 


B.       Good
and sufficient business reasons exist for the Court to authorize the Debtors to enter into Stalking Horse Agreement in accordance
with the terms of this Order and the Bidding Procedures.


 


C.       The
Debtors have demonstrated good and sufficient reasons for, and the best interests of their estates will be served by, this Court
scheduling the Sale Hearing to consider granting the other relief requested in the Motion, including approval of the Sale and
the transfer of the Purchased Assets (and the assumption and assignment of the Buyer Assumed Agreements) to the Successful Bidder
free and clear of all Liens, Claims and Interests, except those expressly assumed as set forth in the Stalking Horse Agreement,
pursuant to sections 363(f) and 365 of the Bankruptcy Code.


 




    	 	-3-	 



     


    

 


	Page:	4
	Debtors:	ACETO CORPORATION, et
                 al.
	Case No.:	Case No. 19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING
                 AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’
                 PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND
                 ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING
                 THE FORM AND MANNER OF NOTICE THEREOF; AND (F) GRANTING RELATED RELIEF



 





 



 


D.       The
Bid Protections as set forth in Section 8.3 of the Stalking Horse Agreement to be paid under the circumstances described therein
to the Stalking Horse Bidder are: (1) an actual and necessary cost of preserving the value of the respective Debtors’ estates
within the meaning of section 503(b) of the Bankruptcy Code; (2) commensurate to the real and substantial benefits conferred upon
the Debtors’ estates by the Stalking Horse Bidder; and (3) reasonable and appropriate in light of the size and nature of
the proposed Sale and comparable transactions, the commitments and accommodations of the Stalking Horse Bidder that have been
made for the benefit of the Debtors’ estates, and the efforts that have been and will be expended by the Stalking Horse
Bidder.


 


E.       The
Bid Protections are the product of negotiations between the Debtors and the Stalking Horse Bidder conducted in good faith and
at arm’s length, and the Stalking Horse Agreement (including the Bid Protections) is the culmination of a process undertaken
by the Debtors and their professionals to negotiate a transaction with a bidder who was prepared to pay the highest or otherwise
best purchase price for the Purchased Assets to maximize the value of the Debtors’ estates.


 




    	 	-4-	 



     


    

 


	Page:	5
	Debtors:	ACETO CORPORATION, et
                 al.
	Case No.:	Case No. 19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING
                 AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’
                 PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND
                 ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING
                 THE FORM AND MANNER OF NOTICE THEREOF; AND (F) GRANTING RELATED RELIEF



 





 



 


F.       Moreover,
the Bid Protections are an essential and material inducement and express condition of the Stalking Horse Bidder’s entry
into, and continuing obligations under, the Stalking Horse Agreement. Unless it is assured that the Bid Protections will be available,
the Stalking Horse Bidder is unwilling to remain obligated to consummate the Sale or otherwise be bound under the Stalking Horse
Agreement (including the Stalking Horse Bidder’s obligation to maintain its committed offer while such offer is subject
to higher or otherwise better offers as contemplated by the Bidding Procedures). The Bid Protections have induced the Stalking
Horse Bidder to submit a bid that will serve as a minimum or floor bid for the Purchased Assets on which the Debtors, their creditors
and other bidders can rely, and which encourages and facilitates the Auction process. The Stalking Horse Bidder has thus provided
a material benefit to the Debtors, their estates and creditors by increasing the likelihood that the best possible purchase price
for the Purchased Assets will be realized. Accordingly, the Bid Protections are fair, reasonable and appropriate, and necessary
to facilitate a competitive, value-maximizing Sale for the benefit of the Debtors’ estates.


 


G.       The
Stalking Horse Bidder is not an “insider” or “affiliate” of any of the Debtors, as those terms are defined
in section 101 of the Bankruptcy Code, and except as set for in the [Declaration(s) of [l]], no common identity of directors,
officers or controlling stockholders exists among the Stalking Horse Bidder and the Debtors. The Stalking Horse Bidder and its
counsel and advisors have acted in “good faith” within the meaning of section 363(m) of the Bankruptcy Code in connection
with the Stalking Horse Bidder’s negotiations of the Bid Protections and the Bidding Procedures and entry into the Stalking
Horse Agreement.


 




    	 	-5-	 



     


    

 


	Page:	6
	Debtors:	ACETO CORPORATION, et
                 al.
	Case No.:	Case No. 19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING
                 AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’
                 PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND
                 ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING
                 THE FORM AND MANNER OF NOTICE THEREOF; AND (F) GRANTING RELATED RELIEF



 


 



 


H.       The
Bidding Procedures are fair, reasonable, and appropriate and are designed to maximize the recovery from the Sale of the Purchased
Assets.


 


I.        The
process for submitting Qualified Bids is fair, reasonable, and appropriate and is designed to maximize recoveries for the benefit
of the Debtors’ estates, creditors, and parties in interest.


 


J.        Good
and sufficient notice of the relief sought in the Motion has been provided under the circumstances, and no other or further notice
is required except as set forth in the Bidding Procedures and the Assumption and Assignment Procedures. A reasonable opportunity
to object or be heard regarding the relief requested in the Motion has been afforded to all parties in interest.


 


K.       The
Sale Notice, the Cure Notice, and the Supplemental Cure Notice (each as defined below) are appropriate and reasonably calculated
to provide all interested parties with timely and proper notice of this Order, the Bidding Procedures, the Sale, the Sale Hearing,
and any and all objection deadlines related thereto, including with respect to cure amounts and the assumption and assignment
of Executory Contracts and Unexpired Leases, and no other or further notice is required of the foregoing.


 


L.       The
findings and conclusions set forth herein constitute the Court’s findings of fact and conclusions of law pursuant to Bankruptcy
Rule 7052 made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent any of the foregoing findings of
fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute
findings of fact, they are adopted as such.


 




    	 	-6-	 



     


    

 


	Page:	7
	Debtors:	ACETO CORPORATION, et
                 al.
	Case No.:	Case No. 19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING
                 AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’
                 PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND
                 ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING
                 THE FORM AND MANNER OF NOTICE THEREOF; AND (F) GRANTING RELATED RELIEF



 


 



 


IT
IS HEREBY ORDERED THAT:


 


1.       The
Motion and Bidding Procedures Relief is GRANTED as set forth herein.




 


2.       All
objections or reservations of rights to the Motion or the Bidding Procedures Relief requested therein that have not been withdrawn,
waived or settled are hereby overruled.


 


		I.	Sales
                                         Dates and Deadlines



 


3.       The
Debtors are authorized to proceed with the Sale in accordance with the Bidding Procedures and are authorized to take any and all
actions necessary or appropriate to implement the Bidding Procedures (subject to the terms thereof) in accordance with the following
dates and deadlines:


 


	Sale
    Dates and Deadlines
	Deadline
        to Serve Sale Notice and Cure Notice

         
	No later than two (2) business
    days after entry of the Bidding Procedures Order
	Cure Objection Deadline and Assignment
    Objection Deadline	No
        later than ten (10) days after service of the Cure Notice or Supplemental Cure Notice, as applicable

         

	Sale
        Objection Deadline

         
	March
        28, 2019 at 5:00 p.m. prevailing ET

         

	Bid Deadline	March
        29, 2019 at 5:00 p.m. prevailing ET

         

	Deadline
        to Notify Qualified Bidders

         
	April 1, 2019
	Deadline to Select Starting Bid	April
        1, 2019

         

	Auction (if required)	April
        2, 2019 at 10:00 a.m. prevailing ET

         

	Notice of Successful Bidder to be Filed	One
        (1) business day after conclusion of the Auction

         

	Deadline
        for Reply Pleadings in Support of Sale

         
	April 3, 2019 at 12:00 p.m. prevailing
    ET
	Sale Hearing	April
        4, 2019 at 10:00 a.m. prevailing ET

         



 




    	 	-7-	 



     


    

 


	Page:	8
	Debtors:	ACETO CORPORATION, et
                 al.
	Case No.:	Case No. 19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING
                 AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’
                 PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND
                 ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING
                 THE FORM AND MANNER OF NOTICE THEREOF; AND (F) GRANTING RELATED RELIEF




 





 



 


		II.	The
                                         Bidding Procedures



 


4.       The
Bidding Procedures attached hereto as Exhibit 1 are approved and shall govern all bids and bid proceedings relating
to the sale of the Purchased Assets.


 


5.       If
the Sellers do not receive a Qualified Bid with respect to the Purchased Assets other than the Stalking Horse Bid (as defined
in the Bidding Procedures) in accordance with the Bidding Procedures, the Sellers will not hold the Auction and the Stalking Horse
Bidder shall be deemed the Successful Bidder with respect to the Purchased Assets in accordance with the Bidding Procedures. Only
if the Sellers receive one or more Qualified Bids with respect to the Purchased Assets in addition to the Stalking Horse Bid in
accordance with the Bidding Procedures, the Sellers will conduct the Auction for the Purchased Assets.


 




    	 	-8-	 



     


    

 


	Page:	9
	Debtors:	ACETO CORPORATION, et
                 al.
	Case No.:	Case No. 19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING
                 AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’
                 PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND
                 ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING
                 THE FORM AND MANNER OF NOTICE THEREOF; AND (F) GRANTING RELATED RELIEF



 


 



 


6.       In
the event of a competing Qualified Bid with respect to the Purchased Assets, the Stalking Horse Bidder shall be entitled, but
not obligated, to submit Subsequent Bids (as defined in the Bidding Procedures) and shall be entitled, but not obligated, in any
and all such Subsequent Bids to credit bid the full amount of the Bid Protections in lieu of cash, and for purposes of evaluating
the Subsequent Bid, the full amount of such Bid Protections shall be treated as equal to cash in the same amount.


 


		III.	Stalking
                                         Horse Bidder, Bid Protections, and Stalking Horse Agreement



 


7.       The
Debtors’ entry into the Stalking Horse Agreement is authorized and approved, subject to higher and better offers at the
Auction regarding the Purchased Assets in accordance with the Bidding Procedures.


 


8.       The
Debtors are authorized to perform all obligations of the Debtors set forth in the Stalking Horse Agreement that are intended to
be performed prior to the Sale Hearing and prior to the entry of the Sale Order, subject to the terms of the Bidding Procedures.


 


9.       The
Bid Protections for the Stalking Horse Bidder are approved in their entirety. The Debtors are authorized to pay any amounts that
may become due to the Stalking Horse Bidder on account of the Bid Protections on the terms set forth in the Stalking Horse Agreement.
The Stalking Horse Bidder shall be granted an allowed administrative expense claim under sections 503(b)(1) and 507(a)(2) of the
Bankruptcy Code in an amount equal to the Break-Up Fee and Expense Reimbursement to the extent they become due in accordance with
the terms of the Stalking Horse Agreement, which (if triggered) shall be payable in accordance with the terms of the Stalking
Horse Agreement, without further order of or proceedings before this Court. Nothing in this Order shall be construed as authorizing
and directing the payment of any Bid Protections to the Stalking Horse Bidder in the event the Stalking Horse Bidder becomes the
Successful Bidder with respect to the Purchased Assets.


 




    	 	-9-	 



     


    

 


	Page:	10
	Debtors:	ACETO CORPORATION, et
                 al.
	Case No.:	Case No. 19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING
                 AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’
                 PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND
                 ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING
                 THE FORM AND MANNER OF NOTICE THEREOF; AND (F) GRANTING RELATED RELIEF



 





 



 


10.       No
person or entity, other than the Stalking Horse Bidder, shall be entitled to any expense reimbursement, break-up fee, “topping,”
or other similar fee or payment.


 


11.       Any
deposit provided by the Stalking Horse Bidder and all other Qualified Bidders shall be held in escrow by the Debtors or their
agent, and shall not become property of the Debtors’ bankruptcy estates unless and until released from escrow to the Debtors
pursuant to the terms of the applicable escrow agreement or order of this Court.


 


12.       The
Stalking Horse Bidder shall not be required to seek or obtain relief from the automatic stay under section 362 of the Bankruptcy
Code to take any action necessary or required under the Stalking Horse Agreement or any other sale-related document. The automatic
stay imposed by section 362 of the Bankruptcy Code is modified solely to the extent necessary to implement the preceding sentence,
provided, however, that this Court shall retain exclusive jurisdiction over any and all disputes with respect
thereto.


 




    	 	-10-	 



     


    

 


	Page:	11
	Debtors:	ACETO CORPORATION, et
                 al.
	Case No.:	Case No. 19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING
                 AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’
                 PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND
                 ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING
                 THE FORM AND MANNER OF NOTICE THEREOF; AND (F) GRANTING RELATED RELIEF




 


 



 





		IV.	Sale
                                         Hearing



 


13.       The
Sale Hearing shall be held on April 4, 2019 at 10:00 a.m. (prevailing Eastern Time) before this Court, the United States
Bankruptcy Court for the District of New Jersey, Martin Luther King, Jr. Federal Building, 50 Walnut Street, 3rd Floor, Newark,
New Jersey 07102. Any objections to the Sale (a “Sale Objection”) must (a) be in writing, (b) state the basis
of such objection with specificity, (c) conform to the Bankruptcy Rules and the Local Rules and (d) be filed with the Bankruptcy
Court and served upon the Notice Parties (as defined below) so as to be received not later than 5:00 p.m. prevailing Eastern
Time on March 28, 2019 (the “Sale Objection Deadline”). Any party failing to timely file a Sale Objection
by the Sale Objection Deadline shall be forever barred from objecting and shall be deemed to have consented to the Sale, including
the transfer of the Debtors’ right, title and interest in, to, and under the Purchased Assets free and clear of any and
all Liens, Claims and Interests (each as defined in the Stalking Horse Agreement) in accordance with the Stalking Horse Agreement
or other definitive agreement with respect to the Sale.


 


14.       The
Sale Hearing may be adjourned by the Debtors from time to time without further notice to creditors or parties in interest other
than by announcement of the adjournment in open court on the date scheduled for the Sale Hearing.


 




    	 	-11-	 



     


    

 


	Page:	12
	Debtors:	ACETO
                                         CORPORATION, et al.
	Case No.:	Case
                                         No. 19-13448 (VFP)
	Caption:	ORDER
                                         (A) AUTHORIZING AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY
                                         ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING
                                         BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND ASSIGNMENT OF CERTAIN
                                         EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING
                                         THE FORM AND MANNER OF NOTICE THEREOF; AND (F) GRANTING RELATED RELIEF




 





 



 


		V.	Notice
                                         Procedures



 


15.       The
Notice of Proposed Sale, Auction Date, Objection Deadline and Sale Hearing (Pharma Business), in the form substantially
similar to that attached to the Motion as Exhibit D (the “Sale Notice”), is approved.


 


16.       The
Debtors shall, within two (2) business days after entry of this Order, serve a copy of the Sale Notice by first class mail, postage
prepaid to: (a) the Office of The United States Trustee for the District of New Jersey; (b) McGuireWoods LLP, c/o Kenneth Noble,
Esq., as counsel for the DIP Agent and Prepetition Agent; (c) the Indenture Trustee for the Noteholders; (d) any proposed counsel
to the Official Committee of Unsecured Creditors; (e) the U.S. Securities and Exchange Commission, New York Regional Office; (f)
the Internal Revenue Service; (g) the U.S. Food and Drug Administration; (h) the Assistant Attorney General in charge of the Antitrust
Division of the U.S. Department of Justice; (i) all applicable state and local taxing authorities; (j) all persons known by the
Debtors to have expressed an interest to the Debtors in a transaction with respect to the Purchased Assets during the previous
six months; (k) all entities known by the Debtors that may have a lien, claim, encumbrance, or other interest in the Purchased
Assets (for which identifying information and addresses are available to the Debtors); (l) all non-Debtor parties to the Executory
Contracts and Unexpired Leases; (m) all of the Debtors’ known creditors; (n) the Office of the Attorneys General of the
States of New York and New Jersey; (o) the United States Attorney’s Office for the District of New Jersey; (p) the United
States Attorney’s Office for the Eastern District of New York; and (q) all parties that have requested to receive notice
in these cases under Bankruptcy Rule 2002.


 




    	 	-12-	 



     


    

 


	Page:	13
	Debtors:	ACETO CORPORATION, et
                 al.
	Case No.:	Case No. 19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING
                 AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’
                 PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND
                 ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING
                 THE FORM AND MANNER OF NOTICE THEREOF; AND (F) GRANTING RELATED RELIEF



 





 



 


17.       Additionally,
within seven days after entry of this Order, or as soon as reasonably practicable thereafter, the Debtors shall publish a notice,
setting forth the information contained in the Sale Notice, on one occasion, in either The New York Times, Wall Street Journal
or USA Today. Such publication notice shall be deemed sufficient and proper notice of the Sale to any other interested
parties whose identities are unknown to the Debtors.


 


		VI.	Assumption
                                         and Assignment Procedures



 


18.       The
Notice of Assumption and Assignment of Executory Contracts and Unexpired Leases in Connection with Proposed Sale of Certain
Assets of the Debtors Relating to the Pharma Business, in the form substantially similar to that attached to the Motion as
Exhibit C (the “Cure Notice”), is approved.


 


19.       The
Debtors shall, within two (2) business days of the entry of this Order, serve the Cure Notice upon each non-Debtor counterparty4
to each Executory Contract or Unexpired Lease to which a Seller is a party that may be assumed and assigned to the
Stalking Horse Bidder, regardless of whether, at that time, the Executory Contract or Unexpired Lease is listed as being proposed
to be assumed and assigned to the Stalking Horse Bidder. The Cure Notice shall state the date, time and place of the Sale Hearing
and the date by which any objection to the assumption and assignment of such Executory Contract or Unexpired Lease must be filed
and served. The Cure Notice shall also identify the amounts, if any, that the Debtors believe are owed to each counterparty to
an Executory Contract or Unexpired Lease to cure any defaults that exist under such contract or lease (such amounts, the “Cure
Costs”) pursuant to section 365 of the Bankruptcy Code. The Cure Notice does not constitute an admission that an Executory
Contract or Unexpired Lease is in fact an executory contract or unexpired lease for the purposes of section 365 of the Bankruptcy
Code, and the Debtors reserve any and all rights with respect to the Executory Contracts and Unexpired Leases. The inclusion of
an Executory Contract or Unexpired Lease on the Cure Notice shall not obligate the Successful Bidder to take assignment of such
Executory Contract or Unexpired Lease. Only those contracts that constitute (a) Buyer Assumed Agreements pursuant to the Stalking
Horse Agreement or (b) if the Successful Bidder is not the Stalking Horse Bidder, Buyer Assumed Agreements identified in the Successful
Bidder’s Proposed Asset Purchase Agreement, shall be assumed, assigned and sold to such Successful Bidder.


 





 



4
The Cure Notice served upon each non-Debtor counterparty
may, in the Debtors’ discretion, include an individualized Exhibit 1 that lists only the recipient counterparty’s
Executory Contract(s) and/or Unexpired Lease(s).


 




    	 	-13-	 



     


    

 


	Page:	14
	Debtors:	ACETO CORPORATION, et
                 al.
	Case No.:	Case No. 19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING
                 AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’
                 PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND
                 ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING
                 THE FORM AND MANNER OF NOTICE THEREOF; AND (F) GRANTING RELATED RELIEF



 


 



 





20.       If
any counterparty to an Executory Contract or Unexpired Lease objects for any reason to any proposed Cure Costs set forth in the
Cure Notice or any Supplemental Cure Notice, such counterparty must (a) file with the Court a written objection (a “Cure
Costs Objection”) and (b) serve such Cure Costs Objection, so as to be received no later than ten (10) days after service
of the Cure Notice or Supplemental Cure Notice, as applicable (the “Cure Objection Deadline”), on: (i) counsel
to the Debtors, Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, NY 10020 (Attn: Steven E. Siesser, Esq. (ssiesser@lowenstein.com),
Paul Kizel, Esq. (pkizel@lowenstein.com) and Philip J. Gross, Esq. (pgross@lowenstein.com)); (ii) counsel to the Buyer, Reed Smith
LLP, 599 Lexington Ave, New York, New York 10036 (Attn: Niket Rele, Esq. (nrele@reedsmith.com), John Algie, Esq. (jalgie@reedsmith.com)
and Derek J. Baker, Esq. (dbaker@reedsmith.com)); (iii) the Office of The United States Trustee, One Newark Center, 1085 Raymond
Boulevard, Suite 2100, Newark, New Jersey 07102 (Attn: Fran B. Steele (Fran.B.Steele@usdoj.gov) and David Gerardi, Esq. (David.Gerardi@usdoj.gov));
and (iv) proposed counsel to the Official Committee of Unsecured Creditors, Stroock & Stroock & Lavan LLP, 180 Maiden
Lane, New York, New York, 10038-4982 (Attn: Jayme T. Goldstein, Esq. (jgoldstein@stroock.com) and Erez E. Gilad, Esq. (egilad@stroock.com))
(collectively, the “Notice Parties”).


 


21.       If,
at any time and from time to time after the entry of this Order, the Debtors or the Stalking Horse Bidder or other Successful
Bidder identify additional Executory Contracts or Unexpired Leases to be assumed and assigned as Buyer Assumed Agreements in accordance
with the terms of the Stalking Horse Agreement or Successful Bidder’s Proposed Asset Purchase Agreement, the Debtors shall
serve a supplemental Cure Notice (each, a “Supplemental Cure Notice”) by facsimile, electronic transmission,
hand delivery or overnight mail on the applicable non-debtor counterparty and its counsel (if known) no later than ten (10) days
before the closing (“Closing”) of the Sale, or, if such Executory Contract or Unexpired Lease is identified
less than ten (10) days prior to the Closing, by the date set forth on the Supplemental Cure Notice. Each Supplemental Cure Notice
shall: (a) state the date, time and place of the Sale Hearing (or later hearing, if applicable); (b) state the date by which any
objection to the assumption and assignment of such Buyer Assumed Agreement must be filed and served; and (c) identify the proposed
Cure Costs, if any.


 




    	 	-14-	 



     


    

 


	Page:	15
	Debtors:	ACETO CORPORATION, et
                 al.
	Case No.:	Case No. 19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING
                 AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’
                 PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND
                 ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING
                 THE FORM AND MANNER OF NOTICE THEREOF; AND (F) GRANTING RELATED RELIEF



 





 



 


22.       Each
Cure Costs Objection must set forth with specificity each and every asserted default in any Executory Contract or Unexpired Lease
and the monetary cure amount asserted by such counterparty to the extent it differs from the Cure Costs, if any, specified by
the Debtors in the Cure Notice or Supplemental Cure Notice, as applicable.


 


23.       In
the event that the Debtors and the non-debtor party cannot resolve a Cure Costs Objection, disputed Cure Costs shall not be paid
until the resolution of any such disputes by the Court or mutual agreement of the Debtors, with the consent of the Stalking Horse
Bidder to the extent required in the Stalking Horse Agreement, and the objecting party. Cure Costs Objections may be resolved
by the Court at the Sale Hearing, or at a separate hearing either before or after the Sale Hearing. Any resolution of an objection
to a Cure Cost occurring after the Sale Hearing shall nevertheless remain subject to the rights, obligations and duties of the
Debtors and the Stalking Horse Bidder under the Stalking Horse Agreement.


 




    	 	-15-	 



     


    

 


	Page:	16
	Debtors:	ACETO CORPORATION, et
                 al.
	Case No.:	Case No. 19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING
                 AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’
                 PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND
                 ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING
                 THE FORM AND MANNER OF NOTICE THEREOF; AND (F) GRANTING RELATED RELIEF



 





 



 


24.       Any
counterparty to an Executory Contract or Unexpired Lease that fails to timely file and serve a Cure Costs Objection shall be forever
barred from asserting that Cure Costs are owed in an amount in excess of that set forth in the Cure Notice or Supplemental Cure
Notice. If no Cure Costs Objection is timely filed and served by the Cure Objection Deadline with respect to a Buyer Assumed Agreement,
the Cure Costs identified in the Cure Notice or Supplemental Cure Notice, as applicable, with respect to the applicable Executory
Contract(s) and/or Unexpired Lease(s) shall be the only amounts necessary to be paid to cure all monetary defaults pursuant to
section 365(b) of the Bankruptcy Code under such Buyer Assumed Agreement(s), to the extent the Stalking Horse Bidder (or other
Successful Bidder) ultimately decides to have the applicable Buyer Assumed Agreement(s) assumed and assigned to it. Any party
failing to timely file a Cure Costs Objection shall be deemed to have consented and forever barred from objecting to the Cure
Costs and from asserting any additional cure or other amounts against the Debtors, their estates or the Successful Bidder, notwithstanding
anything to the contrary in any Executory Contract or Unexpired Lease, or any other document. To the extent a Cure Costs Objection
is resolved or determined unfavorably to the applicable Debtor, such Debtor may, with the prior written consent of the Successful
Bidder, seek to instead reject the applicable Executory Contract or Unexpired Lease after such determination.


 




    	 	-16-	 



     


    

 


	Page:	17
	Debtors:	ACETO CORPORATION, et
                 al.
	Case No.:	Case No. 19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING
                 AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’
                 PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND
                 ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING
                 THE FORM AND MANNER OF NOTICE THEREOF; AND (F) GRANTING RELATED RELIEF



 





 



 


25.       If
any counterparty to an Executory Contract or Unexpired Lease objects to the assumption and assignment of such Executory Contract
or Unexpired Lease for any reason (including with respect to adequate assurance of future performance) other than the amount of
the proposed Cure Costs (an “Assignment Objection”), such counterparty must file and serve such Assignment
Objection so as to be received by the Notice Parties by no later than ten (10) days after service of the Cure Notice or Supplemental
Cure Notice, as applicable (the “Assignment Objection Deadline”). The Court shall make any and all determinations
concerning an Assignment Objection, including adequate assurance of future performance under the Buyer Assumed Agreements pursuant
to sections 365(b) and (f)(2) of the Bankruptcy Code, at the Sale Hearing (or such later hearing as may be requested by the Debtors).


 


26.       If
no Assignment Objection is timely filed and served by the Assignment Objection Deadline, the counterparty to an Executory Contract
or Unexpired Lease shall be deemed to have consented (including deemed consent under section 365(c)(1) of the Bankruptcy Code),
to the assumption, assignment and sale of the Executory Contract or Unexpired Lease to the Successful Bidder if such Executory
Contract or Unexpired Lease is elected by the Successful Bidder as a Buyer Assumed Agreement and shall be forever barred from
asserting any objection with regard to such assumption, assignment and sale; provided, however, in the event that
the Successful Bidder is not the Stalking Horse Bidder, the non-debtor parties to the Executory Contracts and Unexpired Leases
to be assumed and assigned to such Successful Bidder shall have until 4:00 p.m. on the date that is one (1) business day prior
to the Sale Hearing to object to the assumption, assignment and/or sale of their Executory Contracts and Unexpired Leases to such
Successful Bidder; provided further, however, any such objection may relate solely to adequate assurance of future
performance by such Successful Bidder pursuant to sections 365(b) and (f)(2) of the Bankruptcy Code.


 




    	 	-17-	 



     


    

 


	Page:	18
	Debtors:	ACETO CORPORATION, et
                 al.
	Case No.:	Case No. 19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING
                 AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’
                 PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND
                 ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING
                 THE FORM AND MANNER OF NOTICE THEREOF; AND (F) GRANTING RELATED RELIEF



 





 



 


27.       The
Stalking Horse Bidder may add or remove any Buyer Assumed Agreement to be assumed by the Debtors and assigned to the Stalking
Horse Bidder at any time prior to five (5) days prior to the Sale Hearing in accordance with the terms of the Stalking Horse Agreement.


 


28.       Pursuant
to section 365(k) of the Bankruptcy Code, the Debtors and the Debtors’ estates shall be relieved of all liability accruing
or arising after the assumption and assignment of the Buyer Assumed Agreements.


 


		VII.	Miscellaneous



 


29.       The
Debtors are authorized to take such actions as may be necessary or appropriate to implement and effectuate the terms of this Order,
including, but not limited to, expending such funds or taking such actions as may be necessary or appropriate to comply with the
Bidding Procedures.


 




    	 	-18-	 



     


    

 


	Page:	19
	Debtors:	ACETO CORPORATION, et
                 al.
	Case No.:	Case No. 19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING
                 AND APPROVING BIDDING PROCEDURES IN CONNECTION WITH THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’
                 PHARMA BUSINESS; (B) AUTHORIZING AND APPROVING BID PROTECTIONS; (C) APPROVING PROCEDURES FOR THE ASSUMPTION AND
                 ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (D) SCHEDULING A SALE HEARING; (E) APPROVING
                 THE FORM AND MANNER OF NOTICE THEREOF; AND (F) GRANTING RELATED RELIEF



 





 



 


30.       In
the event of any inconsistency between the provisions of this Order and any Exhibit referenced herein or in the Motion, the provisions
of this Order shall control.


 


31.       The
Court shall retain exclusive jurisdiction to interpret, implement, and enforce the terms and provisions of this Order, the Bidding
Procedures, and the Stalking Horse Agreement and decide any issues or disputes concerning this Order, the Bidding Procedures and
the Stalking Horse Agreement and the rights and duties of the parties hereunder and/or thereunder, including the interpretation
of the terms, conditions, and provisions hereof and/or thereof.


 


32.       All
persons and entities that participate in the bidding process or the Auction shall be deemed to have knowingly and voluntarily
submitted to the exclusive jurisdiction of this Court with respect to all matters related to the terms and conditions of the transfer
of the Purchased Assets, the Auction, and any Sale.


 


33.       Notwithstanding
the possible applicability of Bankruptcy Rules 6004(h) or 6006(d), or otherwise, the terms and conditions of this Order shall
be immediately effective and enforceable upon entry.


 




    	 	-19-	 



     


    

 


EXHIBIT D


 


FORM OF BILL OF
SALE 


 


BILL OF SALE


 


[•], 2019


 


Pursuant to that certain
Asset Purchase Agreement, dated as of March 7, 2019 (the “Purchase Agreement”), by and among Aceto Corporation,
a New York corporation (“Parent”), Rising Pharmaceuticals, Inc., a Delaware corporation (“Rising”),
and the wholly-owned subsidiaries of Rising, PACK Pharmaceuticals, LLC, an Arizona limited liability company, Rising Health, LLC,
a Delaware limited liability company, and Acetris Health, LLC, a Delaware limited liability company (collectively with Rising,
“Sellers” and each, a “Seller”), each a debtor and debtor
in possession under Case No. 19-13448 pending in the United States Bankruptcy Court for the District of New Jersey, and
Shore Suven Pharma, Inc., a Delaware corporation (“Buyer”), on the other hand, and for good and valuable consideration,
the receipt and sufficiency of which Sellers hereby expressly acknowledge, each Seller hereby sells, transfers, assigns, conveys
and delivers to Buyer and Buyer’s successors and assigns, to have and to hold forever, all of its right, title and interest
in and to each of the Purchased Assets (which shall not include, and Buyer is not acquiring from Sellers, any of the Excluded Assets,
and each Seller shall retain ownership of all right, title and interest in and to its respective Excluded Assets), free and clear
of all Liens (other than Permitted Liens).


 


Except for terms specifically
defined in this Bill of Sale, all capitalized terms used herein shall have the meanings ascribed to such terms in the Purchase
Agreement.


 


Each Seller does hereby
irrevocably constitute and appoint Buyer and Buyer’s successors and assigns, such Person’s true and lawful attorney,
with full power of substitution, in its name or otherwise, and on behalf of such Person, or for its own use, to claim, demand,
collect and receive at any time and from time to time any and all of the Purchased Assets, and to prosecute the same at Law or
in equity and, upon discharge thereof, to complete, execute and deliver any and all necessary instruments of satisfaction and release.


 


From time to time after
the date hereof, Sellers and Buyer agree to execute and deliver, or cause to be executed and delivered, such instruments and documents
as may be reasonably requested in order to carry out the purposes of this Bill of Sale, and to do all other things and execute
and deliver all other instruments and documents as may be required under the Purchase Agreement to carry out the purposes of this
Bill of Sale.


 


Notwithstanding anything
to the contrary herein, each Seller is executing and delivering this Bill of Sale in accordance with and subject to all of the
terms and provisions of the Purchase Agreement, including, without limitation, the provisions of Section 3.23 thereof, and
Buyer accepts this Bill of Sale on such basis. To the extent of any conflict between the terms and conditions of this Bill of Sale
and the terms and conditions of the Purchase Agreement, the terms and conditions of the Purchase Agreement shall govern, supersede
and prevail. This Bill of Sale shall not be amended, modified or supplemented except by a written instrument signed by an authorized
representative of each of the Parties. This Bill of Sale shall be governed by, and construed in accordance with, the laws of the
State of New York applicable to contracts executed in and to be performed in that State. This Bill of Sale is for the sole benefit
of Buyer and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable benefit,
claim, cause of action, remedy or right of any kind. This Bill of Sale may be executed in counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective
when one or more counterparts have been signed by each of the Parties hereto and delivered (by telecopy, electronic delivery or
otherwise) to the other Parties. Signatures to this Bill of Sale transmitted by facsimile transmission, by electronic mail in “portable
document format” form, or by any other electronic means intended to preserve the original graphic and pictorial appearance
of a document, will have the same effect as physical delivery of the paper document bearing the original signature.


 


[SIGNATURE PAGE FOLLOWS]


 




    	 	 	 



     


    

 


IN WITNESS WHEREOF,
Sellers have caused this Bill of Sale to be executed as of the date first above written.


 


	 	SELLERS:
	 	 
	 	RISING PHARMACEUTICALS, INC. 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	PACK PHARMACEUTICALS, LLC 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	RISING HEALTH, LLC 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	ACETRIS HEALTH, LLC 
	 	 	 
	 	By:	                    
	 	 	Name:
	 	 	Title:


 


[Signature Page to Bill of Sale]


 




    	 	 	 



     


    

 


EXHIBIT E


 


FORM OF SALE ORDER


 





	
        UNITED STATES BANKRUPTCY COURT

        DISTRICT OF NEW JERSEY

        Caption in Compliance with D.N.J. LBR
        9004-1
	
         

         

	
         

        LOWENSTEIN SANDLER LLP

        Kenneth A. Rosen, Esq. (krosen@lowenstein.com)

        Michael S. Etkin, Esq. (metkin@lowenstein.com)

        Paul Kizel, Esq. (pkizel@lowenstein.com)

        Wojciech F. Jung, Esq. (wjung@lowenstein.com)

        Philip J. Gross, Esq. (pgross@lowenstein.com)

        One Lowenstein Drive

        Roseland, New Jersey 07068

        (973) 597-2500 (Telephone)

        (973) 597-2400 (Facsimile)

         

        Counsel to the Debtors and 

        Debtors-in-Possession

        

        
	 
	
         

        In re:

         

        ACETO CORPORATION, et al.,1

         

        Debtors.

         
	
         

        Chapter 11

         

        Case No. 19-13448 (VFP)

         

        (Jointly Administered)



 


ORDER (A) AUTHORIZING AND APPROVING THE
SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS,
AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES
RELATED

 THERETO, AND (C) GRANTING RELATED RELIEF


 


The relief set forth
on the following pages, numbered two (2) through ________ (__), is hereby ORDERED.


 





 



1
The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows:
Aceto Corporation (0520); Aceto Agricultural Chemicals Corporation (3948); Aceto Realty LLC (7634); Rising Pharmaceuticals, Inc.
(7959); Rising Health, LLC (1562); Acetris Health, LLC (3236); PACK Pharmaceuticals, LLC (2525); Arsynco, Inc. (7392); and Acci
Realty Corp. (4433).


 






    	 	 	 



     


    

 


	
        Page:
	2
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 


Upon the motion (the
“Sale Motion”), of the above-captioned debtors and debtors in possession (collectively, the “Debtors”),
seeking entry of an order (this “Sale Order”), pursuant to sections 105, 363 and 365 of title 11 of the United
States Code (the “Bankruptcy Code”), Rules 2002, 6004 and 6006 of the Federal Rules of Bankruptcy Procedure
(the “Bankruptcy Rules”), and Rules 6004-1, 6004-2 and 6004-3 of the Local Rules of the United States Bankruptcy
Court for the District of New Jersey (the “Local Rules”), (a) authorizing and approving the Debtors’ entry
into and performance under the terms and conditions of that certain Asset Purchase Agreement, dated as of March [●], 2019
(together with the schedules and/or exhibits thereto and all related documents, and as may be amended, supplemented or otherwise
modified from time to time, the “Purchase Agreement”),2
substantially in the form attached hereto as Exhibit 1, by and among Rising Pharmaceuticals, Inc., Pack Pharmaceuticals,
LLC, Rising Health, LLC, and Acetris Health, LLC (each a “Seller”, and together, the “Sellers”),
Aceto Corporation, as Parent, and Shore Suven Pharma, Inc. (the “Buyer”), and all other Ancillary Documents
(as defined in the Purchase Agreement) (together with the Purchase Agreement, the “Transaction Documents”),
(b) authorizing and approving the sale (collectively, and including all actions taken or required to be taken in connection with
the implementation and consummation of the Purchase Agreement, the “Sale”) of the Purchased Assets (as defined
in the Purchase Agreement) free and clear of all Liens, Claims and Interests (each as defined herein) and the assumption of the
Assumed Liabilities to the extent set forth in the Purchase Agreement upon the closing of the Sale (the “Closing”),
(c) authorizing the assumption and assignment of certain of the Sellers’ (as applicable) executory contracts and unexpired
leases related thereto as set forth on the applicable schedules of the Purchase Agreement (each, a “Buyer Assumed Agreement,”
and, collectively, the “Buyer Assumed Agreements”), upon the Closing, subject to payment by the Buyer of all
costs necessary to cure any defaults arising under any Buyer Assumed Agreement to the extent required by section 365(b)
of the Bankruptcy Code (such amounts, the “Cure Costs”), and (d) granting related relief, all as more fully
set forth in the Sale Motion; and this Court having entered the Order (A) Authorizing and Approving Bidding Procedures in Connection
with the Sale of Substantially All Assets Comprising the Debtors’ Pharma Business; (B) Authorizing and Approving Bid Protections;
(C) Approving Procedures for the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; (D) Scheduling
a Sale Hearing; (E) Approving the Form and Manner of Notice Thereof; and (F) Granting Related Relief [Docket No. [l]]
(the “Bidding Procedures Order”)[; and the Debtors having conducted an auction (the “Auction”)
for the Purchased Assets]; and the Debtors having determined that the Buyer has submitted the highest or otherwise best bid for
the Purchased Assets and determined that the Buyer is the Successful Bidder [and that [l]
is the Back-Up Bidder] (as defined in the Bidding Procedures), in accordance with the Bidding Procedures; and the Court having
conducted a hearing on the Sale Motion (the “Sale Hearing”), at which time all interested parties were offered
an opportunity to be heard with respect to the Sale Motion; and the Court having reviewed and considered the Sale Motion, the Purchase
Agreement, and any and all objections to the Sale, the Purchase Agreement and the other Transaction Documents filed in accordance
with the Bidding Procedures Order; and the Court having heard statements of counsel and the evidence presented in support of the
relief requested in the Sale Motion at the Sale Hearing [and in the Declaration(s) of [l]];
and it appearing that due notice of the Sale Motion, the Sale Hearing, the Purchase Agreement, and the Sale has been provided;
and it appearing that the relief requested in the Sale Motion is in the best interests of the Debtors, their estates, their stakeholders,
and all other parties in interest; and it appearing that the Court has jurisdiction over this matter; and it appearing that the
legal and factual bases set forth in the Sale Motion and at the Sale Hearing establish just cause for the relief granted herein;
and after due deliberation, it is hereby


 





 



2
Capitalized terms used but not otherwise defined herein have the meaning given to such terms in the Purchase Agreement
or Bidding Procedures Order (as defined herein), as applicable.


 




    	 	-2-	 



     


    

 


	
        Page:
	3
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 


FOUND, CONCLUDED,
AND DETERMINED THAT:


 


Jurisdiction, Venue, and Final Order


 


A.       This
Court has jurisdiction to hear and determine the Sale Motion pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding
pursuant to 28 U.S.C. § 157(b). Venue is proper in this District and in this Court pursuant to 28 U.S.C. §§ 1408
and 1409.


 


B.       This
Sale Order constitutes a final and appealable order within the meaning of 28 U.S.C. § 158(a). Notwithstanding Bankruptcy Rules
6004(h) and 6006(d), and to any extent necessary under Bankruptcy Rule 9014 and Federal Rule of Civil Procedure 54(b), as made
applicable by Bankruptcy Rule 7054, the Court expressly finds that there is no just reason for delay in the implementation of this
Sale Order and the terms and conditions of this Sale Order should be immediately effective and enforceable upon its entry, and
expressly directs entry of judgment as set forth herein.


 


C.       The
findings and conclusions set forth herein constitute the Court’s findings of fact and conclusions of law pursuant to Bankruptcy
Rule 7052 made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent any of the following findings of fact
constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings
of fact, they are adopted as such.


 


Notice of the Sale Motion,
Auction, Sale Hearing, Purchase Agreement and Sale and the Cure Costs 


 


D.       As
evidenced by declarations and/or affidavits of service and publication previously filed with this Court, proper, timely, adequate,
and sufficient notice of the Sale Motion, the Auction, the Sale Hearing, the Purchase Agreement, and the Sale has been provided
in accordance with sections 102(1), 363, and 365 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, 6006, 9007 and 9014. The
Debtors have complied with all obligations to provide notice of the Sale Motion, the Auction, the Sale Hearing, the Purchase Agreement,
and the Sale as required by the Bidding Procedures Order. The foregoing notice was good, sufficient, and appropriate under the
circumstances, and no other or further notice of the Sale Motion, the Auction, the Sale Hearing, the Purchase Agreement, or the
Sale is required. With respect to entities whose identities are not reasonably ascertained by the Debtors, publication of the Sale
Notice (as defined in the Sale Motion) in [the New York Times] on [l], 2019
was sufficient and reasonably calculated under the circumstances to reach such entities.


 




    	 	-3-	 



     


    

 


	
        Page:
	4
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



E.       A
reasonable opportunity to object or to be heard regarding the relief requested in the Sale Motion was afforded to all interested
persons and entities.


 


F.       In
accordance with the Bidding Procedures Order, the Debtors have served a notice of their intent to assume and assign the Buyer Assumed
Agreements and of the Cure Costs upon each counterparty to a Buyer Assumed Agreement. The service and provision of such notice
was good, sufficient, and appropriate under the circumstances and no further notice need be given in respect of assumption and
assignment of the Buyer Assumed Agreements or establishing a Cure Cost for the respective Buyer Assumed Agreements. Counterparties
to the Buyer Assumed Agreements have had an adequate opportunity to object to assumption and assignment of the applicable Buyer
Assumed Agreements and the Cure Costs set forth in the notice (including objections related to the adequate assurance of future
performance and objections based on whether applicable law excuses the counterparty from accepting performance by, or rendering
performance to, the Buyer for purposes of section 365(c)(1) of the Bankruptcy Code). All objections, responses, or requests for
adequate assurance, if any, have been resolved, overruled, or denied, as applicable.


 






    	 	-4-	 



     


    

 


	Page:
	5
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



Highest and Best Offer


 


G.       As
demonstrated by the [Declaration(s) of [l], the] evidence proffered or adduced at the
Sale Hearing, and the representations of counsel made on the record at the Sale Hearing, the Debtors conducted a sale process in
accordance with, and have, along with the Buyer, complied in all material respects with, the Bidding Procedures Order and afforded
a full, fair, and reasonable opportunity for any interested party to make a higher or otherwise better offer to purchase the Purchased
Assets and assume the Assumed Liabilities.


 


H.       (i)
The Debtors and their advisors engaged in a robust and extensive marketing and sale process, both prior to the commencement of
these Chapter 11 Cases and through the post-petition sale process in accordance with the Bidding Procedures Order and the sound
exercise of the Debtors’ business judgment; (ii) the Debtors conducted a fair and open sale process; (iii) the sale process,
the Bidding Procedures, and the Auction were non-collusive, duly noticed, and provided a full, fair, reasonable, and adequate opportunity
for any entity that either expressed an interest in acquiring the Purchased Assets, or who the Debtors believed may have had an
interest in acquiring the Purchased Assets, to make an offer to purchase the Debtors’ assets, including, without limitation
the Purchased Assets; (iv) the Debtors and the Buyer have negotiated and undertaken their roles leading to the entry into the Purchase
Agreement in a diligent, non-collusive, fair, reasonable, and good faith manner; and (v) the sale process conducted by the Debtors
pursuant to the Bidding Procedures Order and the Bidding Procedures resulted in the highest or otherwise best value for the Purchased
Assets for the Debtors and their estates, was in the best interests of the Debtors, their creditors, and all parties in interest.
There is no legal or equitable reason to delay consummation of the Purchase Agreement and the transactions contemplated therein.


 




    	 	-5-	 



     


    

 


	
        Page:
	6
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



I.       [The
Debtors have also determined, in a valid and sound exercise of their business judgment and in consultation with their advisors
and the Consultation Parties (as defined in the Bidding Procedures), that the next highest or otherwise best Qualified Bid (as
defined in the Bidding Procedures) (the “Designated Back-Up Bid”) for the Purchased Assets was that of [l]
(the “Designated Back-Up Bidder”)].


 


J.       Approval
of the Sale Motion and the Purchase Agreement, and the consummation of the Sale contemplated thereby, is in the best interests
of the Debtors, their respective creditors, estates, and other parties in interest. The Debtors have demonstrated good, sufficient,
and sound business reasons and justifications for entering into the Sale and the performance of their obligations under the Purchase
Agreement.


 


K.       The
consummation of the Sale outside a plan of reorganization pursuant to the Purchase Agreement neither impermissibly restructures
the rights of the Debtors’ creditors nor impermissibly dictates the terms of a plan of reorganization or liquidation for
the Debtors. The Sale does not constitute a sub rosa chapter 11 plan.


 




    	 	-6-	 



     


    

 


	
        Page:
	7
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



L.       Entry
of an order approving the Purchase Agreement and all the provisions thereof is a necessary condition precedent to Buyer’s
consummation of the Sale, as set forth in the Purchase Agreement.


Good Faith of Buyer


 


M.       The
consideration to be paid by the Buyer under the Purchase Agreement was negotiated at arm’s-length, in good faith and without
collusion pursuant to section 363(m) of the Bankruptcy Code and constitutes reasonably equivalent value and fair and adequate consideration
for the Purchased Assets. Specifically: (i) the Buyer recognized that the Debtors were free to deal with any other party interested
in purchasing the Purchased Assets; (ii) the Buyer complied in all respects with the applicable provisions of the Bidding Procedures
Order in negotiating and entering into the Purchase Agreement and the other Transaction Documents, and the Purchase Agreement,
the other Transaction Documents and the transactions described therein comply with the Bidding Procedures Order; (iii) the Buyer
agreed to subject its bid to the competitive bid procedures set forth in the Bidding Procedures Order; (iv) all payments made or
to be made by the Buyer in connection with the Sale have been disclosed in the Purchase Agreement; (v) except as set for in the
[Declaration(s) of [l], there is no common identity of directors, officers or controlling
stockholders exists among the Buyer and the Debtors and Buyer is not an “insider” or “affiliate” of the
Debtors, as those terms are defined in the Bankruptcy Code; (vi) the negotiation and execution of the Purchase Agreement and the
other Transaction Documents were at arm’s-length by parties not affiliated with one another and via the Debtor’s independent
committee and in good faith, and at all times each of the Buyer and the Debtors were represented by competent counsel of their
choosing; and (vii) the Buyer has not acted in a collusive manner with any person. The Buyer and all affiliates thereof has at
all times acted in good faith within the meaning of section 363(m) of the Bankruptcy Code in negotiating the transactions contemplated
by the Purchase Agreement and the other Transaction Documents, in submitting the Stalking Horse Bid (as defined in the Bidding
Procedures Order), and in bidding at the auction and presenting the Purchase Agreement and the other Transaction Documents to the
Court for approval. The Buyer and all affiliates thereof will be acting in good faith within the meaning of section 363(m) of the
Bankruptcy Code in closing the transactions contemplated by the Purchase Agreement and the other Transaction Documents. The terms
and conditions set forth in the Purchase Agreement are fair and reasonable under the circumstances and were not entered into for
the purpose of, nor do they have the effect of, hindering, delaying, or defrauding the Debtors or their creditors under any applicable
laws.


 




    	 	-7-	 



     


    

 


	
        Page:
	8
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



N.       The
Debtors and the Buyer, and each of their respective management, boards of directors, members, officers, directors, employees, agents,
and representatives, have acted in good faith in connection with negotiations and entry into the Purchase Agreement. The Purchase
Agreement and the other Transaction Documents, and each of the transactions contemplated therein, were negotiated, proposed, and
entered into by the Debtors and the Buyer in good faith, without collusion or fraud, and from arm’s-length bargaining positions.
The Buyer is a “good faith purchaser” within the meaning of section 363(m) of the Bankruptcy Code, and, as such, is
entitled to all the protections afforded thereby.


 


No Fraudulent Transfer


 


O.       The
consideration provided by the Buyer pursuant to the Purchase Agreement for its purchase of the Purchased Assets and the assumption
of the Assumed Liabilities constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, and under the laws of the United States, any state, territory,
possession, or the District of Columbia.


 


P.       Neither
the Buyer nor its past, present and future subsidiaries, parents, divisions, affiliates, agents, representatives, insurers, attorneys,
successors and assigns, nor any of its nor their respective directors, managers, officers, employees, shareholders, members, agents,
representatives, attorneys, contractors, subcontractors, independent contractors, owners, insurance companies or partners (each,
a “Buyer Party”) is a continuation of the Debtors or their respective estates and no Buyer Party is holding
itself out to the public as a continuation of the Debtors or their respective estates and the Sale does not amount to a consolidation,
merger, or de facto merger of the Buyer (or any other Buyer Party) and the Debtors.


 




    	 	-8-	 



     


    

 





	
        Page:
	9
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 


Validity of Transfer


 


Q.       Parent’s
and each Seller’s board of directors has authorized the execution and delivery of the Purchase Agreement and the Sale of
the Purchased Assets to the Buyer. The Debtors (i) have full corporate power and authority to execute and deliver the Purchase
Agreement and all other documents contemplated thereby, as applicable, (ii) have all of the power and authority necessary to consummate
the Sale, and (iii) have taken all action necessary to authorize and approve the Purchase Agreement and to consummate the Sale,
and no further consents or approvals, other than those expressly provided for in the Purchase Agreement, are required for the Debtors
to consummate the transactions contemplated by the Purchase Agreement, except as otherwise set forth in the Purchase Agreement.
The Purchased Assets constitute property of the Debtors’ estates within the meaning of section 541(a) of the Bankruptcy Code
and title thereto is presently vested in the Debtors’ estates.


 


Section 363(f) Is Satisfied


 


R.       The
Sale of the Purchased Assets to the Buyer and the assumption and assignment to the Buyer of the Buyer Assumed Agreements under
the terms of the Purchase Agreement meets the applicable provisions of section 363(f) of the Bankruptcy Code such that the Sale
of the Purchased Assets will be free and clear of all Liens, Claims and Interests, and will not subject any Buyer Party to any
liability for any Liens, Claims or Interests whatsoever (including, without limitation, under any theory of equitable law, antitrust,
or successor or transferee liability), except as expressly provided in the Purchase Agreement. All holders of Liens, Claims or
Interests who did not object, or withdrew their objections to the Sale, are deemed to have consented to the Sale pursuant to section
363(f)(2) of the Bankruptcy Code, and all holders of Liens, Claims or Interests are adequately protected—thus satisfying
section 363(e) of the Bankruptcy Code—by having their Liens, Claims or Interests, if any, attach to the proceeds of the Sale
ultimately attributable to the property against or in which they assert Liens, Claims or Interests, in the same order of priority
and with the same validity, force, and effect that such holder had prior to the Sale, subject to any rights, claims, and defenses
of the Debtors or their estates, as applicable. Those holders of Liens, Claims or Interests who did object and that have an interest
in the Purchased Assets fall within one or more of the other subsections of section 363(f) of the Bankruptcy Code.


 




    	 	-9-	 



     


    

 


	
        Page:
	10
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



S.       Except
for the Assumed Liabilities and other obligations of the Buyer to the extent set forth in the Purchase Agreement, the transfer
of the Purchased Assets to the Buyer shall be a legal, valid and effective transfer of the Purchased Assets and shall vest the
Buyer at Closing with all right, title and interest of the Debtors in and to the Purchased Assets, free and clear of all claims
(as defined in Section 101(5) of the Bankruptcy Code, “Claims”), liens (as defined in Section 101(37) of the
Bankruptcy Code, “Liens”), encumbrances and all other interests (collectively including each of the foregoing,
“Interests”), including, but not limited to: (1) those that purport to give to any party a right or option to
effect any forfeiture, modification, right of first refusal or termination of the Debtors’ interest in the Purchased Assets,
or any similar rights, including rights under section 365(h) of the Bankruptcy Code; (2) those relating to taxes arising under
or out of in connection with, or in any way relating to the operation of the Purchased Assets prior to the Closing; and (3) (a)
those arising under all mortgages, deeds of trust, security interests, conditional sale or other title retention agreements, pledges,
liens, judgments, demands, rights of setoff or recoupment, encumbrances, rights of first refusal or charges of any kind or nature,
if any, including, but not limited to, any restriction on the use, voting, transfer, receipt of income or other exercise of any
attributes of ownership, and (b) all debts arising in any way in connection with any agreements, acts or failures to act of any
of the Debtors or any of the Debtors’ predecessors or affiliates, Claims, obligations, liabilities, rights of set off or
recoupment, demands, guaranties, options, rights, contractual or other commitments, restrictions, interests and matters of any
kind and nature, whether known or unknown, contingent or otherwise, whether arising prior to or subsequent to the commencement
of this bankruptcy case, and whether imposed by agreement, understanding, law, equity or otherwise, including, but not limited
to, Claims otherwise arising under doctrines of successor liability to the greatest extent permitted by applicable law.


 




    	 	-10-	 



     


    

 


	
        Page:
	11
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



T.       The
Buyer would not have entered into the Purchase Agreement and would not consummate the transactions, thus adversely purchased affecting
the Debtors, their estates and their creditors and other stakeholders, if the transfer of the Purchase Assets to the Buyer and
the assumption of the Assumed Liabilities by Buyer were not, except as otherwise expressly provided in the Purchase Agreement with
respect to the Assumed Liabilities, free and clear of all Interests of any kind or nature whatsoever, or if the Buyer would, or
in the future could, be liable for any of such Interests including, but not limited to: (1) any employment or labor agreements;
(2) any pension, welfare, compensation or other employee benefit plans, agreements, practices and programs, including, without
limitation, any pension plan of the Debtors; (3) any other employee, worker’s compensation, occupational disease or unemployment
or temporary disability related Claim, including, without limitation, Claims that might otherwise arise under or pursuant to: (a)
the Employee Retirement, Income, Security Act of 1974, as amended. (b) the Fair Labor Standards Act, (c) Title VII of the Civil
Rights Act of 1964, (d) the Federal Rehabilitation Act of 1973, the National Labor Relations Act, (f) the Worker Adjustment and
Retraining Act of 1988, (g) the Age Discrimination and Employee Act of 1967, (h) the Consolidated Omnibus Budget Reconciliation
Act of 1985, (i) the Jones Act; (4) any products liability, personal injury or similar Claims, whether pursuant to any state or
federal laws or otherwise, including, without limitation, asbestos-related Claims; (5) environmental Claims or Liens arising from
conditions or emissions first existing on or prior to the Closing (including, without limitation, the presence of hazardous, toxic,
polluting or contaminating substances or waste) that may be asserted on any basis, including, without limitation, under the Comprehensive
Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601, et seq., or similar state or local statutes
or ordinances; (6) any bulk sales or similar law; (7) any tax statutes or ordinances, including, without limitation, the Internal
Revenue Code of 1986, as amended; and (8) any theories of successor liability.


 




    	 	-11-	 



     


    

 





	
        Page:
	12
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 


Assumption and Assignment of the Buyer
Assumed Agreements


 


U.       The
assumption and assignment of the Buyer Assumed Agreements pursuant to the terms of this Sale Order are integral to the Purchase
Agreement, are in the best interests of the Debtors and their respective estates, creditors, and other parties in interest, and
represent the reasonable exercise of sound and prudent business judgment by the Debtors.


 


V.       The
Debtors have met all requirements of section 365(b) of the Bankruptcy Code for each of the Buyer Assumed Agreements. As provided
for in the Purchase Agreement, the Buyer and/or the Debtors have (i) cured and/or provided adequate assurance of cure of any default
existing prior to the Closing under all of the Buyer Assumed Agreements, within the meaning of section 365(b)(1)(A) of the Bankruptcy
Code, (ii) provided compensation or adequate assurance of compensation to any counterparty for actual pecuniary loss to such party
resulting from a default prior to the Closing under any of the Buyer Assumed Agreements within the meaning of section 365(b)(1)(B)
of the Bankruptcy Code, and (iii) provided adequate assurance of future performance within the meaning of section 365(b)(1)(C)
of the Bankruptcy Code. The Buyer has provided adequate assurance of future performance within the meaning of sections 365(b)(1)(C)
and 365(f)(2)(B) and in accordance with the Bidding Procedures to the extent that any such assurance is required and not waived
by the counterparties to such Buyer Assumed Agreements.


 




    	 	-12-	 



     


    

 


	
        Page:
	13
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



W.       At
any time prior to the Closing and prior to the rejection of an executory contract or unexpired lease, the Debtors shall have the
right, upon request of the Buyer and in accordance with the Bidding Procedures Order, to serve a Supplemental Cure Notice upon
any non-Debtor counterparty thereto indicating the Debtors’ intent to assume and assign such executory contract or unexpired
lease. The objection deadline for all Buyer Assumed Agreements, other than those subject to a Supplemental Cure Notice, lapsed
on [l], 2019. Objections, if any, to the proposed assumption and assignment or the
Cure Cost proposed in any Supplemental Cure Notice with respect thereto, must (i) be in writing, (ii) comply with the applicable
provisions of the Bankruptcy Rules and the Local Rules, (iii) state with specificity the nature of the objection and, if the objection
pertains to the proposed Cure Cost, the correct Cure Cost alleged by the objecting counterparty, together with any applicable and
appropriate documentation in support thereof, and (iv) be filed with the Court and served upon counsel to the Debtors and counsel
to the Buyer so as to be actually received on or before the deadline set forth in the applicable Supplemental Cure Notice, which
shall be no earlier than seven (7) calendar days after service thereof. If the parties cannot agree on a resolution of any such
objection, the Debtors will seek an expedited hearing before the Court to determine the Cure Cost or other matter in dispute and
approve the assumption and assignment of such executory contract or unexpired lease to Buyer. If no objection is filed prior to
the applicable objection deadline, then the counterparties will be deemed to have consented (including consent under Section 365(c)(1)
of the Bankruptcy Code) to the assumption and assignment to Buyer and the Cure Cost, and such assumption and assignment to Buyer
and the Cure Cost shall be deemed approved by this Sale Order without further order of this Court.


 




    	 	-13-	 



     


    

 


	
        Page:
	14
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



X.       The
(i) transfer of the Purchased Assets to the Buyer and (ii) assignment to the Buyer of the Buyer Assumed Agreements, will not subject
the Buyer to any liability whatsoever that arises prior to the Closing or by reason of such transfer under the laws of the United
States, any state, territory, or possession thereof, or the District of Columbia, based, in whole or in part, directly or indirectly,
on any theory of law or equity, including, without limitation, any theory of equitable law, any theory of antitrust, successor,
transferee, derivative, or vicarious liability or any similar theory and/or applicable state or federal law or otherwise.


 


Prompt Consummation


 


Y.       Based
on the record of the Sale Hearing, and for the reasons stated on the record at the Sale Hearing, the sale of the Purchased Assets
must be approved and consummated promptly to preserve the value of the Purchased Assets. Time, therefore, is of the essence in
effectuating the Purchase Agreement. As such, the Debtors and the Buyer intend to close the sale of the Purchased Assets as soon
as reasonably practicable. The Debtors have demonstrated compelling circumstances and a good, sufficient, and sound business purpose
and justification for the immediate approval and consummation of the Purchase Agreement. Accordingly, there is sufficient cause
to waive the stay provided in Bankruptcy Rules 6004(h) and 6006(d).


 




    	 	-14-	 



     


    

 





	
        Page:
	15
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 


NOW, THEREFORE, IT IS ORDERED, ADJUDGED,
AND DECREED THAT:


 


General Provisions


 


1.       The
Sale Motion is GRANTED to the extent set forth herein.


 


2.       All
objections to or reservation of rights with respect to the Sale Motion or the relief requested therein that have not been withdrawn
or resolved as stated on the record of the proceedings are overruled. All persons and entities who did not object or withdraw their
objections to the Sale Motion are deemed to have consented pursuant to section 363(f)(2) of the Bankruptcy Code.


 


3.       The
Purchase Agreement and the other Transaction Documents, and all terms and conditions thereof, are hereby approved.


 


4.       [The
Designated Back-Up Bidder is hereby approved as the Back-Up Bidder (as defined in the Bidding Procedures), and the Designated Back-Up
Bid is hereby approved and authorized as the Back-Up Bid (as defined in the Bidding Procedures) in accordance with the Bidding
Procedures. To the extent necessary, the terms and conditions of the Back-Up Bid will be approved pursuant to a separate sale order
to be submitted at a later date consistent with the terms of the Back-Up Bid.]


 




    	 	-15-	 



     


    

 





	
        Page:
	16
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 


Transfer of the Purchased Assets as
set forth in the Purchase Agreement


 


5.       The
Debtors are authorized and directed to (a) take any and all actions necessary or appropriate to perform, consummate, implement,
and close the Sale in accordance with the terms and conditions set forth in the Transaction Documents and this Sale Order, (b)
assume and assign any and all Buyer Assumed Agreements, and (c) take all further actions and execute and deliver the Transaction
Documents and any and all additional instruments and documents that may be necessary or appropriate to implement the Purchase Agreement
and the other Transaction Documents and consummate the Sale in accordance with the terms thereof, all without further order of
the Court.


 


6.       The
Buyer is not acquiring any of the Excluded Assets or assuming any of the Excluded Liabilities (as defined in the Purchase Agreement).


 


7.       All
persons and entities are prohibited and enjoined from taking any action to adversely affect or interfere with, or which would be
inconsistent with, the ability of the Debtors to transfer the Purchased Assets to the Buyer in accordance with the Purchase Agreement,
the other Transaction Documents and this Sale Order.


 




    	 	-16-	 



     


    

 


	
        Page:
	17
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



8.       At
Closing, all of the Debtors’ right, title, and interest in and to, and possession of, the Purchased Assets shall be immediately
vested in the Buyer pursuant to sections 105(a), 363(b), 363(f), and 365 of the Bankruptcy Code. Such transfer shall constitute
a legal, valid, enforceable, and effective transfer of the Purchased Assets. All persons or entities, presently or at or after
the Closing, in possession of some or all of the Purchased Assets, are directed to surrender possession of any and all portions
of the Purchased Assets to the Buyer on the Closing Date or at such time thereafter as the Buyer may request.


 


9.       This
Sale Order (a) shall be effective as a determination that, as of the Closing, (i) the Purchased Assets shall have been transferred
to the Buyer free and clear of all Liens, Claims and Interests (including but not limited to those described in Findings S and
T hereof), except to the extent set forth in the Purchase Agreement, and (ii) the conveyances described herein have been effected,
and (b) is and shall be binding upon and govern the acts of all entities, including, without limitation, all filing agents, filing
officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, registrars of patents,
trademarks, or other intellectual property, administrative agencies, governmental departments, secretaries of state, federal and
local officials, and all other persons and entities who may be required by operation of law, the duties of their office, or contract,
to accept, file, register, or otherwise record or release any documents or instruments, or who may be required to report or insure
any title or state of title; and each of the foregoing persons and entities is hereby directed to accept for filing any and all
of the documents and instruments necessary and appropriate to consummate the transactions contemplated by the Purchase Agreement
and the other Transaction Documents.


 




    	 	-17-	 



     


    

 


	
        Page:
	18
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



10.       All
Liens, Claims and Interests with respect to the Purchased Assets shall attach to the proceeds of the Sale ultimately attributable
to the property against which such Liens, Claims and Interests applied or other specifically dedicated funds, in the same order
of priority and with the same validity, force, and effect that such Liens, Claims and Interests applied prior to the Sale, subject
to any rights, claims, and defenses of the Debtors or their estates, as applicable, or as otherwise provided herein.


 


11.       Except
as expressly permitted otherwise by this Sale Order, all persons and entities, including, but not limited to, all debt security
holders; equity security holders; governmental, tax and regulatory authorities; lenders; trade creditors; and other creditors holding
Interests of any kind or nature whatsoever against or in the Debtors or the Purchased Assets (whether legal or equitable, secured
or unsecured, matured or unmatured, contingent or non-contingent, senior or subordinated), arising under or out of, in connection
with or in any way relating to the Debtors, the Purchased Assets, the operation of the Purchased Assets prior to the Closing are
forever barred, estopped and permanently enjoined from asserting against the Buyer, its successors or assigns, their property or
the Purchased Assets such persons’ or entities’ Interests (including without limitation, any right of set-off or recoupment).


 




    	 	-18-	 



     


    

 


	
        Page:
	19
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



12.       If
any person or entity that has filed financing statements, mortgages, mechanic’s claims, lis pendens, or other documents or
agreements evidencing claims against the Debtors or in the Purchased Assets shall not have delivered to the Debtors prior to the
Closing of the Sale, in proper form for filing and executed by the appropriate parties, termination statements, instruments of
satisfaction, and/or releases of all Liens, Claims and Interests that the person or entity has with respect to the Debtors or the
Purchased Assets or otherwise, then only with regard to the Purchased Assets that are purchased by the Buyer pursuant to the Purchase
Agreement and this Sale Order, (a) the Debtors are hereby authorized and directed to execute and file such statements, instruments,
releases, and other documents on behalf of the person or entity with respect to the Purchased Assets, (b) the Buyer is hereby authorized
to file, register, or otherwise record a certified copy of this Sale Order, which, once filed, registered, or otherwise recorded,
shall constitute conclusive evidence of the release of all Liens, Claims, and Interests against each Buyer Party and the Purchased
Assets, and (c) upon consummation of the Sale, the Buyer may seek in this Court or any other court to compel appropriate parties
to execute termination statements, instruments of satisfaction, and releases of all Liens, Claims and Interests that are extinguished
or otherwise released pursuant to this Sale Order under section 363 of the Bankruptcy Code, and any other provisions of the Bankruptcy
Code, with respect to the Purchased Assets. This Sale Order is deemed to be in recordable form sufficient to be placed in the filing
or recording system of each and every federal, state, or local government agency, department, or office. Notwithstanding the foregoing,
the provisions of this Sale Order authorizing the Sale and assignment of the Purchased Assets free and clear of Liens, Claims and
Interests shall be self-executing and neither the Debtors nor the Buyer shall be required to execute or file releases, termination
statements, assignments, consents, or other instruments to effectuate, consummate, and implement the provisions of this Sale Order.


 




    	 	-19-	 



     


    

 





	
        Page:
	20
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 


No Successor or Transferee Liability


 


13.       No
Buyer Party shall be deemed, as a result of any action taken in connection with the Purchase Agreement, the consummation of the
Sale contemplated by the Purchase Agreement, or the transfer, operation, or use of the Purchased Assets to (a) be a legal successor,
or otherwise be deemed a successor to the Debtors (other than, for the Buyer, with respect to any Assumed Liabilities), (b) have,
de facto or otherwise, merged with or into the Debtors, or (c) be an alter ego or a mere continuation or substantial continuation
of the Debtors or the enterprise of the Debtors including, without limitation, within the meaning of any foreign, federal, state,
or local revenue law, pension law, the Employee Retirement Income Security Act of 1974 (“ERISA”), tax law, labor
law, products liability law, employment law, environmental law, or other law, rule, or regulation (including, without limitation,
filing requirements under any such laws, rules or regulations).


 




    	 	-20-	 



     


    

 


	
        Page:
	21
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



14.       Other
than as expressly set forth in the Purchase Agreement, no Buyer Party shall have any responsibility for (a) any liability or other
obligation of the Debtors or (b) any claims against the Debtors or any of their predecessors or affiliates. Except as expressly
provided in the Purchase Agreement with respect to the Buyer, no Buyer Party shall have any liability whatsoever with respect to
the Debtors’ (or their predecessors’ or affiliates’) respective businesses or operations or any of the Debtors’
(or their predecessors’ or affiliates’) obligations (as defined herein, “Successor or Transferee Liability”)
based, in whole or part, directly or indirectly, on any theory of successor or vicarious liability of any kind or character, or
based upon any theory of antitrust, environmental, successor, or transferee liability, de facto merger or substantial continuity,
labor and employment or products liability, whether known or unknown as of the Closing, now existing or hereafter arising, asserted
or unasserted, fixed or contingent, liquidated or unliquidated, including, without limitation, liabilities on account of (a) any
taxes arising, accruing, or payable under, out of, in connection with, or in any way relating to the Purchased Assets or the Assumed
Liabilities prior to the Closing or in respect of pre-Closing periods or (b) any plan, agreement, practice, policy, or program,
whether written or unwritten, providing for pension, retirement, health, welfare, compensation or other employee benefits which
is or has been sponsored, maintained or contributed to by any Debtor or with respect to which any Debtor has any liability, whether
or not contingent, including, without limitation, any “multiemployer plan” (as defined in Section 3(37) of ERISA) or
“pension plan” (as defined in Section 3(2) of ERISA) to which any Debtor has at any time contributed, or had any obligation
to contribute. Except to the extent expressly included in the Assumed Liabilities with respect to the Buyer or as otherwise expressly
set forth in the Purchase Agreement, no Buyer Party shall have any liability or obligation under any applicable law, including,
without limitation, (a) the WARN Act (29 U.S.C. §§ 2101 et seq.), (b) the Comprehensive Environmental Response
Compensation and Liability Act, (c) the Age Discrimination and Employment Act of 1967 (as amended), (d) the Federal Rehabilitation
Act of 1973 (as amended), (e) the National Labor Relations Act, 29 U.S.C. § 151 et seq., (f) Section 1927 of the Social
Security Act, 42 U.S.C. § 1396r-8 or (g) any foreign, federal, state, or local labor, employment or environmental law, by
virtue of the Buyer’s purchase of the Purchased Assets, assumption of the Assumed Liabilities, or hiring of certain employees
of the Debtors pursuant to the terms of the Purchase Agreement. Without limiting the foregoing, no Buyer Party shall have any liability
or obligation with respect to any environmental liabilities of the Debtors or any environmental liabilities associated with the
Purchased Assets except to the extent they are Assumed Liabilities set forth in the Purchase Agreement.


 




    	 	-21-	 



     


    

 


	
        Page:
	22
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



15.       Effective
upon the Closing, all persons and entities are forever prohibited and enjoined from commencing or continuing in any matter any
action or other proceeding, whether in law or equity, in any judicial, administrative, arbitral, or other proceeding against any
Buyer Party or their respective assets (including, without limitation, the Purchased Assets), with respect to any Successor or
Transferee Liability including, without limitation, the following actions with respect to any such Successor or Transferee Liability:
(i) commencing or continuing any action or other proceeding pending or threatened; (ii) enforcing, attaching, collecting, or recovering
in any manner any judgment, award, decree, or order; (iii) creating, perfecting, or enforcing any lien, claim, interest, or encumbrance;
(iv) asserting any setoff, right of subrogation, or recoupment of any kind; (v) commencing or continuing any action, in any manner
or place, that does not comply with, or is inconsistent with, the provisions of this Sale Order or other orders of this Court,
or the agreements or actions contemplated or taken in respect hereof; or (vi) revoking, terminating, failing, or refusing to renew
any license, permit, or authorization to operate any business in connection with the Purchased Assets or conduct any of the businesses
operated with respect to such assets.


 




    	 	-22-	 



     


    

 


	
        Page:
	23
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



16.       Except
as otherwise set forth in the Purchase Agreement, the Buyer shall have no obligation to pay wages, bonuses, severance pay, benefits
(including, without limitation, contributions or payments on account of any under- funding with respect to any and all pension
plans) or any other payment with respect to employees or former employees of the Debtors. Except to the extent expressly provided
in the Purchase Agreement, the Buyer shall have no liability with respect to any collective bargaining agreement, employee pension
plan, employee welfare (including, without limitation, any retiree benefit liabilities or obligations) or retention, benefit and/or
incentive plan to which the Debtors or any affiliate is a party and relating to the Purchased Assets (including, without limitation,
arising from or related to the rejection or other termination of any such agreement), and the Buyer shall in no way be deemed parties
to or assignees of any such agreement, and no employee of the Buyer shall be deemed in any way covered by or a party to any such
agreement, and, except for Assumed Liabilities, all parties to any such agreement are hereby permanently enjoined from asserting
against the Buyer any and all Claims arising from or relating to such agreement. All notices, if any, required to be given to the
Debtor’s employees pursuant to the Workers Adjustment and Retraining Notification Act, or any similar federal or state law,
shall be the sole responsibility and obligation of the Debts, and the Buyer shall have no duties, responsibility or liability therefor.


 




    	 	-23-	 



     


    

 


	
        Page:
	24
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



17.       Except
as otherwise set forth in the Purchase Agreement, the Buyer’s purchase of the Purchased Assets under the Purchase Agreement
is free and clear with respect to all workers’ compensation obligations or liabilities, including, without limitation, workers’
compensation claims or suits of any type, whether now known or unknown, whenever incurred or filed, which have occurred or which
arise from work-related injuries, diseases, death, exposures, intentional torts, acts of discrimination or other incidents, acts
or injuries prior to the Closing Date, including, but not limited to, any and all workers’ compensation claims filed or to
be filed, or reopenings of those claims, by or on behalf of any of the Debtors or its affiliates’ current or former employees,
persons on laid-off, inactive or retired status, or their respective dependents, heirs or assigns, as well as any and all premiums,
assessments or other obligations of any nature whatsoever of the Debtors relating in any way to workers’ compensation liability.


 


Good Faith of Buyer


 


18.       The
Sale contemplated by the Purchase Agreement is undertaken by the Buyer without collusion and in good faith, as that term is defined
in section 363(m) of the Bankruptcy Code, and accordingly, the reversal or modification on appeal of the authorization provided
herein to consummate the Sale shall not affect the validity of the Sale (including, without limitation, the assumption and assignment
of the Buyer Assumed Agreements), unless such authorization and consummation of such Sale are duly and properly stayed pending
such appeal.


 




    	 	-24-	 



     


    

 


	
        Page:
	25
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



19.       Neither
the Debtors nor the Buyer have engaged in any action or inaction that would cause or permit the Sale to be avoided or costs or
damages to be imposed under section 363(n) of the Bankruptcy Code. The consideration provided by the Buyer for the Purchased Assets
under the Purchase Agreement is fair and reasonable and the Sale may not be avoided, and costs and damages may not be imposed,
under section 363(n) of the Bankruptcy Code.


 


Assumption and Assignment of Buyer
Assumed Agreements


 


20.       The
Debtors are authorized and directed at the Closing to assume and assign each of the Buyer Assumed Agreements to the Buyer pursuant
to sections 105(a) and 365 of the Bankruptcy Code and to execute and deliver to the Buyer such documents or other instruments as
may be necessary to assign and transfer the Buyer Assumed Agreements to the Buyer. The payment by the Buyer or the Seller (as the
case may be as provided for in the Purchase Agreement) or upon such other provision as approved by the Bankruptcy Court on the
record at the Sale Hearing of the applicable Cure Costs (if any) under a Buyer Assumed Agreement shall (a) effect a cure of all
defaults existing thereunder as of the Closing, and (b) compensate for any actual pecuniary loss to such counterparty resulting
from such default.




    	 	-25-	 



     


    

 


	
        Page:
	26
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



21.       Pursuant
to section 365(f) of the Bankruptcy Code, subject to payment by the Buyer of the applicable Cure Costs, the Buyer Assumed Agreements
to be assumed and assigned under the Purchase Agreement shall be assigned and transferred to, and remain in full force and effect
for the benefit of, the Buyer notwithstanding any provision in the Buyer Assumed Agreements or other restrictions prohibiting their
assignment or transfer. Any provisions in any Buyer Assumed Agreement that prohibit or condition the assignment of such Buyer Assumed
Agreement to the Buyer (including the invocation of Section 1927 of the Social Security Act, 42 U.S.C. § 1396r-8) or allow
the counterparty to such Buyer Assumed Agreement to terminate, recapture, setoff or recoup impose any penalty, condition on renewal
or extension, or modify any term or condition upon the assignment of such Buyer Assumed Agreement to the Buyer, constitute unenforceable
anti-assignment provisions that are void and of no force and effect. All other requirements and conditions under sections 363 and
365 of the Bankruptcy Code (including, without limitation, the satisfaction of the requirement under Section 365(c)(1) of the Bankruptcy
Code) for the assumption by the Debtors and assignment to the Buyer of the Buyer Assumed Agreements have been satisfied. Upon the
Closing, in accordance with sections 363 and 365 of the Bankruptcy Code, the Buyer shall be fully and irrevocably vested with all
right, title, and interest of the Debtors under the Buyer Assumed Agreements, and such Buyer Assumed Agreements shall remain in
full force and effect for the benefit of the Buyer. Each counterparty to the Buyer Assumed Agreements shall be forever barred,
estopped, and permanently enjoined from (a) asserting against the Debtors or any Buyer Party or their respective property any assignment
fee, acceleration, default, breach or claim or pecuniary loss, or condition to assignment existing, arising or accruing as of the
Closing or arising by reason of the Closing, including, without limitation, any breach related to or arising out of change-in-control
provisions in such Buyer Assumed Agreements, or any purported written or oral modification to the Buyer Assumed Agreements and
(b) asserting against any Buyer Party (or its respective property, including, without limitation, the Purchased Assets) any claim,
counterclaim, defense, breach, condition, or setoff asserted, or assertable against the Debtors existing as of the Closing or arising
by reason of the Closing except for the Assumed Liabilities.


 




    	 	-26-	 



     


    

 


	
        Page:
	27
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



22.       Upon
the Closing and the payment of the relevant Cure Costs, if any, the Buyer shall be deemed to be substituted for the Debtors as
a party to the applicable Buyer Assumed Agreements and the Debtors shall be released, pursuant to section 365(k) of the Bankruptcy
Code, from any liability under the Buyer Assumed Agreements. There shall be no rent accelerations, assignment fees, increases,
or any other fees charged to the Buyer or the Debtors as a result of the assumption and assignment of the Buyer Assumed Agreements.
The failure of the Debtors or the Buyer to enforce at any time one or more terms or conditions of any Buyer Assumed Agreement shall
not be a waiver of such terms or conditions or of the right of the Debtors or the Buyer, as the case may be, to enforce every term
and condition of such Buyer Assumed Agreement. The validity of the assumption and assignment of any Buyer Assumed Agreement to
the Buyer shall not be affected by any existing dispute between the Debtors and any counterparty to such Buyer Assumed Agreement.
Any party that may have had the right to consent to the assignment of any Buyer Assumed Agreement is deemed to have consented for
the purposes of section 365(e)(2)(A) of the Bankruptcy Code.


 




    	 	-27-	 



     


    

 


	
        Page:
	28
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



23.       The
assignments of each of the Buyer Assumed Agreements are made in good faith under sections 363(b) and (m) of the Bankruptcy Code.


 


Other Provisions


 


24.       To
the maximum extent permitted by applicable law, and in accordance with the Purchase Agreement, the Buyer shall be authorized, as
of the Closing, to operate under any license, permit, registration, and governmental authorization or approval (collectively, the
“Licenses”) of the Debtors with respect to the Purchased Assets. To the extent the Buyer cannot operate under
any Licenses in accordance with the previous sentence, such Licenses shall remain in effect for a period not to exceed sixty (60)
days from the Closing while the Buyer works promptly and diligently to apply for and secure all necessary government approvals
for issuance of new Licenses to the Buyer; provided, however, to the extent the Buyer operates under any Licenses
of the Sellers after the Closing, the Buyer shall reimburse the Sellers (within 5 days of receiving an invoice) for any and all
actual, reasonable and documented costs, fees, charges, expenses or other obligations incurred by the Sellers associated
with the Buyer operating under any Licenses of the Sellers.


 


25.       To
the extent provided by section 525 of the Bankruptcy Code, no governmental unit (federal or state) may revoke or suspend any permit
or License relating to the Purchased Assets sold, transferred, or conveyed to the Buyer on account of (i) the filing or pendency
of these Chapter 11 Cases or (ii) the consummation of the Sale contemplated by the Purchase Agreement or the failure of the Debtors
to pay any pre-petition claims of such governmental unit.


 




    	 	-28-	 



     


    

 


	
        Page:
	29
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



26.       The
Buyer shall not be required to seek or obtain relief from the automatic stay under section 362 of the Bankruptcy Code to enforce
any of its remedies under the Purchase Agreement or any other Sale-related document. The automatic stay imposed by section 362
of the Bankruptcy Code is modified solely to the extent necessary to implement the preceding sentence, provided, however,
that this Court shall retain exclusive jurisdiction over any and all disputes with respect thereto.


 


27.       The
terms and provisions of the Purchase Agreement, the other Transaction Documents and this Sale Order shall be binding in all respects
upon the Debtors, their affiliates, their estates, all creditors of (whether known or unknown) and holders of equity interests
in any Debtor, any holders of claims against or on all or any portion of the Purchased Assets, all counterparties to the Buyer
Assumed Agreements, the Buyer, and all of their respective successors and assigns including, but not limited to, any subsequent
trustee(s) appointed in any of the Debtors’ Chapter 11 Cases or upon conversion of any of the Chapter 11 Cases to a case
under chapter 7 of the Bankruptcy Code, as to which trustee(s) such terms and provisions likewise shall be binding. The Purchase
Agreement shall not be subject to rejection or avoidance by the Debtors, their estates, their creditors, their shareholders, or
any trustee(s).


 




    	 	-29-	 



     


    

 


	
        Page:
	30
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



28.       The
terms and provisions of this Sale Order and any actions taken pursuant hereto shall survive entry of an order which may be entered:
(a) confirming any chapter 11 plan in any of these Chapter 11 Cases; (b) converting any of the Chapter 11 Cases to a case under
chapter 7 of the Bankruptcy Code; (c) dismissing any of the Chapter 11 Cases; or (d) pursuant to which this Court abstains from
hearing any of the Chapter 11 Cases. The terms and provisions of this Sale Order, notwithstanding the entry of any such orders
described in (a)-(d) above, shall continue in these Chapter 11 Cases, or following dismissal of these Chapter 11 Cases and nothing
contained in any Chapter 11 plan hereafter confirmed or any order confirming such Chapter 11 plan or any other order of this Court
shall conflict with or derogate from the provisions of the Purchase Agreement, any Transaction Document or the terms of this Sale
Order.


 


29.       Each
and every federal, state, and local governmental agency, department, or official is hereby directed to accept any and all documents
and instruments necessary and appropriate to consummate the transactions contemplated by the Purchase Agreement (including any
document requesting a name change or assignment thereof and regardless of whether such agency or department has a Claim against
the Debtors.


 


30.       The
Purchase Agreement and the Sale contemplated hereunder shall not be subject to any bulk sales laws or any similar law of any state
or jurisdiction.


 




    	 	-30-	 



     


    

 


	
        Page:
	31
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



31.       Pursuant
to section 554(a) of the Bankruptcy Code, the Debtors are authorized to abandon and dispose of the expired Inventory as of the
Agreement Date as provided for in section 6.10(b) of the Purchase Agreement and shall not deliver such inventory to the Buyer
at Closing.


 


32.       The
Purchase Agreement may be modified, amended, or supplemented by the parties thereto in accordance with the terms thereof, without
further order of the Court, provided that any such modification, amendment, or supplement does not, based on the Debtors’
business judgment, and in consultation with the Consultation Parties, have a material adverse effect on the Debtors’ estates
or their creditors. The Debtors shall provide the Consultation Parties with prior notice of any such modification, amendment, or
supplement of the Purchase Agreement. For the avoidance of doubt, all other modifications, amendments, or supplements to the Purchase
Agreement shall require Court approval.


 


33.       All
time periods set forth in this Sale Order shall be calculated in accordance with Bankruptcy Rule 9006(a).


 


34.       Notwithstanding
the possible applicability of Bankruptcy Rules 6004(h), 6006(d), 7062, and 9014 or otherwise, the terms and conditions of this
Sale Order shall be effective immediately upon entry and the Debtors and the Buyer are authorized to close the Sale immediately
upon entry of this Sale Order.


 


35.       To
the extent there is any conflict between the terms of this Sale Order and the Purchase Agreement, the terms of this Sale Order
shall control.


 




    	 	-31-	 



     


    

 


	
        Page:
	32
	Debtors:	ACETO CORPORATION, et al.
	Case No.:	19-13448 (VFP)
	Caption:	ORDER (A) AUTHORIZING AND APPROVING THE SALE OF SUBSTANTIALLY ALL ASSETS COMPRISING THE DEBTORS’ PHARMA BUSINESS FREE AND CLEAR OF ALL CLAIMS, LIENS, RIGHTS, INTERESTS, AND ENCUMBRANCES, (B) AUTHORIZING AND APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES RELATED THERETO, AND (C) GRANTING RELATED RELIEF



 





 



 



36.       This
Court retains exclusive jurisdiction to:


 


		(a)	Interpret, implement and enforce the terms and provisions of this Sale Order, the Bidding Procedures
Order, and the Purchase Agreement, all amendments thereto, any waivers and consents thereunder, and each of the agreements executed
in connection therewith in all respects, and resolve any disputes thereunder except as otherwise provided therein;



 


		(b)	Protect Buyer and the Buyer Assumed Agreements, or Purchased Assets against any Interests or Excluded
Liability, including, without limitation, to enjoin the commencement or continuation of any action seeking to impose on the Buyer
successor liability;



 


		(c)	Enter orders in aid or furtherance of the transactions;



 


		(d)	Compel delivery of all Purchased Assets to the Buyer;



 


		(e)	Adjudicate any and all issues relating to the Buyer Assumed Agreements;



 


		(f)	Adjudicate all issues relating to any Liens or Interests: and



 


		(g)	Adjudicate any and all issues relating to the Purchased Assets, the proceeds of the transactions
provided for under the Purchase Agreement, the Sale Motion, and the Purchase Agreement.



 


37.       After
distribution on account of the Assumed Accounts Payable have been made by Buyer, Buyer shall file with the Court a written report
setting forth the identities of those creditors to whom distributions were made and the amount of their respective distributions.
Buyer shall have no liability to (or in amount in excess of) any trade vendors not designated on such report.


 




    	 	-32-	 



     


    

 


Exhibit 1


 


Purchase Agreement


 


[See Exhibit [●] to Sale Motion]