Exhibit 10.2


 


Execution Version


 





 



  


Asset
Purchase Agreement


 


between


 


VALEANT
PHARMACEUTICALS NORTH AMERICA LLC,


 


VALEANT
PHARMACEUTICALS LUXEMBOURG SARL,


 


and


 


IGI
LABORATORIES, INC.


 


dated as of September 30, 2014


   


 






 



    	Page 1 of 31



    	 



    




ASSET PURCHASE AGREEMENT


 


THIS ASSET PURCHASE
AGREEMENT is entered into as of September 30, 2014 by and between Valeant Pharmaceuticals North America, LLC, a Delaware limited
liability company and Valeant Pharmaceuticals Luxembourg SARL, a Luxembourg limited liability company (together, “Seller”),
and IGI Laboratories, Inc., a Delaware corporation (“Purchaser”).


 


WHEREAS, Seller holds certain
rights relating to the Products in the Territory; and


 


WHEREAS, the Parties desire
that Seller shall sell, or cause to be sold, to Purchaser, and Purchaser shall purchase from Seller, all of the Purchased Assets
and assume all of the Assumed Liabilities upon the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the foregoing and representations, warranties, covenants and agreements contained herein, the Parties hereby agree as follows:


 


Article
1

DEFINITIONS AND PRINCIPLES OF INTERPRETATION


 


1.1          Definitions



 


“Accounts Receivable”
means all accounts receivable, notes receivable and other indebtedness due and owed by any third party to Seller or any of its
Affiliates arising or held in connection with the sale of the Products on or prior to the Closing Date.


 


“Affiliate”
of any Person means, at the time such determination is being made, any other Person Controlling, Controlled by or under common
Control with such first Person, in each case, whether directly or indirectly. A Person will be deemed to “Control”
another Person if such first Person has (a) direct or indirect ownership of more than fifty percent (50%) of the equity (or such
lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) having the power
to vote on or direct the affairs of such other Person, or (b) the power, directly or indirectly, to direct or cause the direction
of the policies and management of the other Person, whether by the ownership of stock, by contract, or otherwise.


 


“Agreement”
means this Asset Purchase Agreement, including all schedules, and all amendments or restatements, as permitted, and references
to “Article” or “Section” mean the specified Article or Section of this Agreement.


 


“Allocation”
has the meaning set forth in Section 3.2(a).


 


“Applicable
Laws” means applicable laws (including common law and civil law), statutes, by-laws, rules, regulations, Orders,
ordinances, protocols, codes, treaties, notices, directions, decrees, judgments, awards or requirements, in each case of any Governmental
Authority.


 


“Assumed Liabilities”
has the meaning set forth in Section 2.3(a).


 






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“Bill of Sale
and Assumption Agreement” means a bill of sale and assignment and assumption, in substantially the form attached
hereto as Exhibit A, to be entered into by Purchaser and Seller as of the Closing Date.


 


“Business”
means the research, development, commercialization, manufacture, packaging, distribution, marketing and sale of the Products in
the Territory.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which banks in New York are permitted or required to close by any Applicable
Laws.


 


“Cash Equivalents”
means cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand
deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority.


 


“Closing”
has the meaning set forth in Section 4.1.


 


“Closing Date”
has the meaning set forth in Section 4.1.


 


“Code”
has the meaning set forth in Section 3.2(a).


 


“Confidentiality
Agreement” means that certain Confidentiality Agreement dated May 16, 2014 between Purchaser and an Affiliate of
Seller.


 


“Encumbrances”
means pledges, liens, charges, security interests, leases, title retention agreements, mortgages, restrictions, assessments, hypothecations,
development or similar agreements, easements, rights-of-way, title defects or adverse claims or encumbrances of any kind or character
whatsoever.


 


“Excluded Assets”
has the meaning set forth in Section 2.2.


 


“Excluded Trademarks”
means, whether registered or unregistered and whether related or unrelated to a Product, any and all trademarks, trade dress, service
marks, service names, brand marks, trade names, domain names, logos, business symbols, slogans or other designations of origin,
held or owned by Seller or its Affiliates or in which Seller or its Affiliate has rights, including all registrations, applications
for registrations or renewals, and all goodwill associated with the foregoing.


 


“FDA”
means the United States Food and Drug Administration.


 


“GAAP”
means accounting principles generally accepted in the United States, as in effect as of the date hereof.


 


“Governmental
Authorities” means governments, regulatory authorities, governmental departments, agencies, agents, commissions,
bureaus, officials, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations
or entities (a) having or purporting to have jurisdiction on behalf of any nation, territory or state or any other geographic or
political subdivision of any of them, or (b) exercising, or entitled or purporting to


  



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exercise any administrative, executive, judicial,
legislative, policy, regulatory or taxing authority or power including the FDA and any corresponding foreign entity.


 


“Indemnified
Party” has the meaning set forth in Section 9.4.


 


“Indemnifying
Party” has the meaning set forth in Section 9.4.


 


“Knowledge
of Seller” or “Seller’s Knowledge” means the actual knowledge of the individuals
listed on Schedule 1.1(a), together with such knowledge that such individuals could reasonably be expected to discover after
reasonable investigation or inquiry, including in connection with this Agreement.


 


“Legal Proceeding”
means any claim, action, suit, case, litigation, proceeding, charge, criminal prosecution, judicial, governmental or regulatory
investigation, arbitration, mediation, hearing, alternative dispute resolution proceeding, opposition, cancellation, warning letter,
or notice of violation.


 


“Liabilities”
means any and all debts, liabilities obligations, commitments, claims, judgments and complaints, whether accrued or fixed, known
or unknown, absolute or contingent, matured or unmatured, due or become due, or determined or determinable, including any liability
for Taxes and those arising under any Applicable Laws, contracts, leases, indentures, agreements, purchase orders and all other
legally binding arrangements, including all amendments thereto, in effect.


 


“Losses”
means any and all penalties, assessments, fines, fees, suits, actions, causes of action, judgments, Taxes, awards, amounts paid
in settlement and Liabilities, including reasonable attorneys’ fees and disbursements.


 


“Material Adverse
Effect” means, with respect to Seller, any change, effect, event, circumstance, occurrence or state of facts that,
individually or in the aggregate, is or would reasonably be expected to be materially adverse to (a) the business, results of operations
or condition (financial or otherwise) of the Business, the Product, the Purchased Assets and the Assumed Liabilities, taken as
a whole, or (b) the ability of Seller or its Affiliates to consummate the transactions contemplated by this Agreement; provided
that none of the following changes, effects, events, circumstances, occurrences or states of facts shall be deemed, either alone
or in combination, to constitute a Material Adverse Effect, or be taken into account in determining whether there has been or would
reasonably be expected to be a Material Adverse Effect: (i) changes or effects in the general economic conditions or the securities,
syndicated loan, credit or financial markets in the Territory, (ii) changes in GAAP, (iii) changes or effects, including legal,
tax or regulatory changes, that generally affect the industry in which the Business operates in the Territory, or (iv) changes
or effects that arise out of or are attributable to the commencement, occurrence, continuation or intensification of any war, sabotage,
armed hostilities or acts of terrorism in the Territory.


 


“NDA”
and “ANDA” mean a New Drug Application and Abbreviated New Drug Application, respectively, and all amendments
and supplements thereto filed with the FDA, including all documents, data and other information concerning a Product, which are
necessary for


 






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or included in an application for regulatory
approval by the FDA to manufacture, package, ship, market and sell such Product, as more fully defined in 21 C.F.R. Part 314.


 


“Notice”
has the meaning set forth in Section 10.2.


 


“Order”
means any order, injunction, writ, decision, judgment, administrative complaint, decree, ruling, subpoena, verdict, stipulation,
determination, award, assessment, direction, instruction, penalty or sanction issued, filed, entered, made, rendered or imposed
by any Governmental Authority or arbitrator.


 


“Parties”
means Seller and Purchaser collectively, and “Party” means either one of them.


 


“Permitted
Encumbrance” means (a) all Encumbrances approved in writing by Purchaser as Permitted Encumbrances, (b) Encumbrances,
including minor title defects or irregularities affecting the Purchased Assets, that, individually or in the aggregate, do not
and would not reasonably be expected to materially detract from the value or impair the use of the property subject thereto or
make such property unmarketable, (c) Encumbrances for Taxes not yet due, payable, delinquent or subject to penalties for non-payment,
or which are being contested in good faith by appropriate proceedings, and (d) mechanics’, materialmen’s, carriers’,
workmen’s, warehousemen’s, repairmen’s, landlords’ or other like Encumbrances and security obligations
that are incurred in the ordinary course of business, are not delinquent, and do not and would not reasonably be expected to materially
detract from the value or impair the use of the property subject thereto or make such property unmarketable.


 


“Person”
means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated
organization, trust, body corporate, or Governmental Authority.


 


“Post-Closing
Period” has the meaning set forth in Section 3.3(c).


 


“Pre-Closing
Period” has the meaning set forth in Section 3.3(c).


 


“Products”
means the products identified in Schedule 2.1(a), in each case as further described under the Product NDA or Product ANDA.


 


“Product Approvals”
means the Product approval letters received from the FDA and all correspondence and records of related communications including
Product NDAs and Product ANDAs, together with all supporting documents, submissions, correspondence, reports and clinical trials
in the possession of Seller or its Affiliates relating thereto (including, without limitation, documentation of pharmacovigilance,
results of clinical trials and non-clinical studies, adverse events, good clinical practice, good laboratory practice and good
manufacturing practice).


 


“Product NDAs”
and “Product ANDAs” mean the NDAs and ANDAs identified in Schedule 1.1(b).


 


“Purchase Price”
has the meaning set forth in Section 3.1.


 


“Purchased
Assets” has the meaning set forth in Section 2.1.


 



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“Purchaser”
has the meaning set forth in the introductory paragraph.


 


“Purchaser
FDA Transfer Letters” means the letters to the FDA indicating Purchaser’s acceptance of the rights to the Product
Approvals from Seller (or its Affiliate).


 


“Purchaser
Indemnified Parties” has the meaning set forth in Section 9.2.


 


“Purchaser
Material Adverse Effect” has the meaning set forth in Section 6.1.


 


“Retained Liabilities”
has the meaning set forth in Section 2.4(a).


 


“Seller”
has the meaning set forth in the introductory paragraph.


 


“Seller FDA
Transfer Letters” means the letters to the FDA in the form of Exhibit B, transferring the rights to the Product
Approvals to Purchaser.


 


“Seller Indemnified
Parties” has the meaning set forth in Section 9.3.


 


“Seller Names”
means the trademarks, names and logos of or owned by Seller and any and all of its Affiliates.


 


“Tax Returns”
includes returns, reports, declarations, elections, notices, filings, forms, statements and other documents (whether in tangible,
electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made,
prepared, filed or required to be made, prepared or filed by Applicable Laws relating to Taxes.


 


“Taxes”
includes taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental
Authority, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Authority
in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital,
transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising,
property, development, occupancy, employer health, payroll, employment, health, social services, education and social security
taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all license, franchise and registration
fees and all employment insurance, health insurance and government pension plan premiums or contributions.


 


“Territory”
means the United States of America, including all of its territories and possessions.


 


“Third Party”
means any Person other than Purchaser, Seller or their Affiliates and their respective permitted successors and assigns.


 


“Third Party
Claim” has the meaning set forth in Section 9.4.


 


“Third Party
Claim Notice” has the meaning set forth in Section 9.4.


 



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“Transaction
Documents” means (a) Bill of Sale and Assumption Agreement, and (b) any other documents contemplated hereby and thereby.


 


“Transfer Taxes”
has the meaning set forth in Section 3.3(a).


 


1.2          Certain
Rules of Interpretation



 


(a)          Currency.
  Unless otherwise specified, all references to money amounts are to lawful currency of United States.


 


(b)          Headings.
  Headings of Articles and Sections are inserted for convenience of reference only and do not affect the construction
or interpretation of this Agreement.


 


(c)          Inclusion.
  Where the word “including” or “includes” is used in this Agreement, it means “including
(or includes) without limitation”.


 


(d)          Number
and Gender.   Unless the context otherwise requires, words importing the singular include the plural and vice versa
and words importing gender include all genders.


 


(e)          Statutory
References.   A reference to a statute includes all regulations and rules made pursuant to such statute and, unless
otherwise specified, the provisions of any statute, regulation or rule which amends, supplements or supersedes any such statute,
regulation or rule.


 


(f)          Time
Periods.   Unless otherwise specified, time periods within or following which any payment is to be made or act is
to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends
and by extending the period to the next Business Day following if the last day of the period is not a Business Day.


 


1.3          Entire
Agreement



 


This Agreement, together with the Schedules
and Exhibits, the Confidentiality Agreement and the Transaction Documents constitute the entire agreement between the Parties and
set out all the covenants, promises, warranties, representations, conditions and agreements between the Parties in connection with
the acquisition of the Purchased Assets and supersede all prior agreements, understandings, negotiations and discussions, whether
oral or written, pre-contractual or otherwise relating thereto.


 


Article
2

PURCHASE AND SALE


 


2.1          Sale
of Purchased Assets



 


Upon the terms and subject to the conditions
set forth herein and in the Bill of Sale, at and effective as of the Closing Date, Seller shall sell, convey, assign and transfer
to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, free and clear of all Encumbrances (other than Permitted
Encumbrances), all of Seller’s rights, titles and interests in the Territory in, to or under the assets set forth below (collectively,
“Purchased Assets”):


 






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(a)          the
Product Approvals;


 


(b)          all
tangible embodiments of the Product Approvals, original applications and all supplements, batch records, laboratory notebooks,
chemistry information, periodic safety update reports, and adverse event reports, in each case exclusively related to the Product
and in Seller’s possession as of the Closing Date; and


 


(c)          claims,
counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights
of subrogation and all other rights of any kind against any third party, held by Seller and solely related to the Purchased Assets
other than those (i) arising under Seller’s or its Affiliates’ insurance policies, (ii) relating to any Retained
Liabilities or Excluded Assets, or (iii) relating the purchase or procurement of any goods, service or product for, or on behalf
of, the Business or Purchased Assets at any time on or prior to the Closing Date, along with any and all recoveries in connection
thereto; provided, however, that the foregoing shall not be deemed to impose any duty to prosecute or defend any
claim or to indemnify Seller for any claim unless Purchaser would be otherwise be obligated to do so by the express terms and provisions
contained elsewhere in this Agreement.


 


2.2          Excluded
Assets



 


Purchaser and Seller expressly agree and acknowledge
that the Purchased Assets shall not include any other asset, property or right of Seller not referenced in the definition of Purchased
Assets set forth in Section 2.1, and without limiting the generality of the foregoing, expressly excludes the following
(collectively, “Excluded Assets”):


 


(a)          any
Cash Equivalents;


 


(b)          any
Accounts Receivable;


 


(c)          any
losses, loss carryforwards and rights to receive refunds, credits and loss carryforwards relating directly to any and all Taxes
of Seller or any of its Affiliates that constitute Retained Liabilities;


 


(d)          (i)
the corporate books and records of Seller and its Affiliates to the extent not included in the Purchased Assets or not related
exclusively to the Purchased Assets, including those portions of the Tax Returns that do not relate exclusively to the Purchased
Assets, (ii) all personnel records, and (iii) any attorney work product, attorney-client communications and other items protected
by attorney-client privilege;


 


(e)          any
current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder
and rights to assert claims with respect to any such insurance recoveries;


 


(f)          the
Seller Names;


 


(g)          the
Excluded Trademarks;


 






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(h)          any
real estate owned or leased by Seller or any of its Affiliates;


 


(i)           any
equipment whatsoever;


 


(j)           any
rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Retained Liability, including
any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates relating to any Excluded
Asset or any Retained Liability;


 


(k)          the
equity interests of any Person;


 


(l)           all
employees of Seller or any of its Affiliates; and


 


(m)         any
rights or assets relating to products of Seller (and the rights thereto) not included in the definition of Product set forth in
Section 1.1.


 


2.3           Assumption of Certain Liabilities and Obligations



 


(a)          Upon
the terms and subject to the conditions set forth herein, Purchaser agrees, effective at the Closing Date, to assume the following
Liabilities of Seller and its Affiliates relating to the Business, in each case other than the Retained Liabilities (all of the
foregoing Liabilities being collectively referred to hereinafter as “Assumed Liabilities”):


 


	 	(i)	except as otherwise set out herein, any commitments or obligations to any Governmental Authorities first arising on or after the Closing Date solely in connection with the Purchased Assets or the Product within the Territory;


 


	 	(ii)	all Liabilities for Taxes arising out of or relating to the ownership of the Business or the Purchased Assets in any taxable period, or a portion thereof, beginning on or after the Closing Date;


 


	 	(iii)	all Liabilities arising out of or relating to Legal Proceedings commenced on or after the Closing Date, irrespective of the legal theory asserted, arising from the Purchased Assets or the manufacture, advertising, marketing, distribution, sale or use of the Product in the Territory, solely to the extent relating to the period of time commencing on or after the Closing Date;


 


	 	(iv)	all Liabilities arising out of or relating to any return of the Products initiated by a Third Party on or after the Closing Date, including all Liabilities for any credits or rebates with respect to such Products, provided such Liabilities, including in relation to any credits or rebates, arise with respect to Products sold by IGI;


 


	 	(v)	all Liabilities for any recall or post-sale warning with respect to the Products initiated on or after the Closing Date in the Territory; and


 


	 	(vi)	except as expressly set out in Section 2.4(a)(i) to 2.4(a)(iv), all other Liabilities arising out of or relating to the Products, the Business or the Purchased Assets.


 






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2.4          Retained
Liabilities



 


(a)          Seller
and its Affiliates shall retain and be responsible for the following (collectively, “Retained Liabilities”):


 


	 	(i)	any Liabilities for Taxes arising out of or relating to the ownership of the Business or the Purchased Assets in any taxable period, or a portion thereof, ending prior to the Closing Date;


 


	 	(ii)	any Liabilities to the extent arising from the Excluded Assets;


 


	 	(iii)	all other Liabilities arising out of or relating to the Product, Business or the Purchased Assets, including the use, ownership, possession, operation, sale or lease of the Purchased Assets, to the extent such Liabilities relate to the period prior to the Closing Date, except for the Assumed Liabilities; and


 


	 	(iv)	all Liabilities not related to the Business, the Purchased Assets or the Products.


 


(b)          The
Parties agree that neither Purchaser nor any of its Affiliates shall assume or be deemed to have assumed any Retained Liabilities.


 


Article
3

PURCHASE PRICE


 


3.1          Payment
of Purchase Price



 


The purchase price shall be one hundred thousand
United States dollars (USD $100,000) (“Purchase Price”). In consideration of the sale and transfer of
the Purchased Assets, Purchaser agrees to pay to Seller an amount in cash equal to the Purchase Price upon the Closing Date, exclusive
of all applicable sales and transfer taxes, and to assume all Assumed Liabilities. The Purchase Price shall be paid in immediately
available funds by wire transfer, in accordance with written instructions given by Seller to Purchaser prior to the date hereof.


 


3.2          Allocation of Purchase Price



 


(a)          The
Purchase Price represents the amount agreed upon by the Parties to be the value of the Purchased Assets and the Purchase Price
will be allocated for Tax purposes among such rights and assets in a manner to be agreed to by the Parties, consistent with Section
1060 of the Internal Revenue Code of 1986, as amended (“Code”) (and any similar provisions of state,
local or foreign law, as appropriate) (“Allocation”). For these purposes, the Purchase Price shall include
the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code. Within sixty (60) days of the
date hereof, Seller shall provide to Purchaser a proposed Allocation (including IRS Form 8594) and the Parties shall meet to agree
upon, acting reasonably, the final Allocation.


 


(b)          The
Parties each agree to (i) be bound by the Allocation, (ii) act in accordance with the Allocation in the filing of all Tax Returns,
and (iii) take no position inconsistent with the Allocation for all Tax purposes.


 






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(c)          In
the event that any taxing authority disputes the Allocation, Seller or Purchaser, as the case may be, shall promptly notify the
other Party in writing of the nature of such dispute.


 


3.3          Taxes



 


The following provisions shall govern the allocation
of responsibility as between Purchaser and Seller for certain tax matters following the Closing Date:


 


(a)          Transfer
Taxes and Costs.   All transfer, sales, use, value added, stamp, recording, registration, excise, or other similar
Taxes and any notarial fees (other than Taxes measured by, or with respect to, income imposed on Purchaser) incurred in connection
with (i) the transfer of any of the Purchased Assets pursuant to this Agreement or the Transaction Documents, (ii) the delivery
of this Agreement or any of the Transaction Documents, and (iii) the consummation of any of the transactions contemplated by this
Agreement or any of the Transaction Documents (collectively, “Transfer Taxes”), including penalties and
interest, will be borne one-half by Purchaser and one-half by Seller. Except as required by Applicable Law, Seller and Purchaser
shall cooperate in timely making all filings, Tax Returns, reports and forms as may be required in connection with such Transfer
Taxes.


 


(b)          Pre-Closing
Taxes.   Seller shall be liable for all Taxes of the Seller, including Liabilities for Taxes relating to or arising
out of the use or ownership by it of the Purchased Assets or the Business imposed with respect to any taxable period ending on
or before the Closing Date.


 


(c)          Prorations.
  All Taxes other than Transfer Taxes or Taxes based upon or related to income or receipts, including but not limited
to, all personal property taxes, ad valorem obligations and similar taxes imposed on a periodic basis, in each case
levied with respect to the Purchased Assets, the Products or the Business for a taxable period which includes (but does not end
on) the Closing Date, shall be apportioned between Seller and Purchaser as of the Closing Date, based on the number of days in
such taxable period prior to the Closing Date, (“Pre-Closing Period”) and the number of days in such
taxable period including and following the Closing Date (“Post-Closing Period”). Seller shall be liable
for the proportionate amount of such Taxes that is attributable to the Pre-Closing Period. Within ninety (90) days after the Closing
Date, Seller and Purchaser shall present a reimbursement to which each is entitled under this Section 3.3(c) together
with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid
by the Party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Seller shall notify Purchaser
upon receipt of any bill for personal property Taxes relating to the Purchased Assets, part or all of which are attributable to
the Post-Closing Period, and shall promptly deliver such bill to Purchaser who shall pay the same to the appropriate taxing authority;
provided that if such bill covers the Pre-Closing Period, Seller shall also remit prior to the due date of assessment to
Purchaser payment for the proportionate amount of such bill that is attributable to the Pre-Closing Period. In the event that either
Seller or Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 3.3(c),
the other Party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a
statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence
as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 3.3(c)
and not made within thirty (30) days of delivery of the statement shall bear interest at the rate per annum


 






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determined, from time to time, under the provisions
of Section 6621(a)(2) of the Code for each day until paid.


 


(d)          Cooperation
on Tax Matters.   Purchaser and Seller shall cooperate fully, as and to the extent reasonably requested by the other
Party, and shall retain and (upon the other Party’s request) furnish or cause to be furnished to the other Party, as promptly
as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary
for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters,
for the preparation for any Tax audit, for the preparation for any Tax protest, or for the prosecution or defense of any suit or
other proceeding relating to Tax matters. Such cooperation shall also include making employees available on a reasonable and mutually
convenient basis to provide additional information and explanation of any material provided hereunder.


 


3.4          Withholding



 


Purchaser shall be entitled to deduct and withhold
from any amounts otherwise payable pursuant to this Agreement to Seller such amounts as Purchaser is required to deduct and withhold
under Tax Applicable Law. To the extent that amounts are so withheld and remitted to the appropriate Governmental Authority, such
withheld amounts shall be treated for all purposes of this Agreement as having been paid to Seller.


 


3.5          Risk
of Loss



 


As of the Closing Date, title to the Purchased
Assets shall be transferred to Purchaser. After the Closing Date, Purchaser shall bear all risk of loss associated with the Purchased
Assets and shall be solely responsible for procuring adequate insurance to protect the Purchased Assets against any loss.


 


Article
4

closing


 


4.1          Closing



 


Upon the terms and subject to the conditions
of this Agreement, the closing of the sale and transfer of the Purchased Assets is hereby deemed effective 12:01 a.m. ET on the
date of this Agreement (“Closing Date”).


 


4.2          Transaction
Documents and other Closing Deliveries



 


As of the Closing Date and in connection with
the Closing Date, the Parties agree, as follows: (a) Purchaser shall deliver to Seller (i) duly executed copies of the Transaction
Documents to which Purchaser or an Affiliate of Purchaser is a party, (ii) the Purchase Price in accordance with Section 3.1,
(iii) the Purchaser FDA Transfer Letters, and (b) Seller shall deliver to Purchaser (i) duly executed copies of the Transaction
Documents to which Seller or an Affiliate of Seller is a party, (ii) the Seller FDA Transfer Letters and (iii) physical possession
of the Purchased Assets.


 






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4.3          Physical
Possession of Purchased Assets



 


Seller shall deliver, or cause to be delivered,
to Purchaser physical possession of the Purchased Assets. With respect to tangible Purchased Assets, delivery shall, unless the
Parties otherwise mutually agree, be in accordance with Schedule 4.3.


 


Article
5

REPRESENTATIONS AND WARRANTIES OF Seller


 


Seller hereby represents and warrants to Purchaser
as of the Closing Date (except to the extent a certain date is specified within the representation and warranty, in which case,
the date set forth therein shall apply) as follows:


 


5.1          Organization



 


Valeant Pharmaceuticals North America LLC and
Valeant Pharmaceuticals Luxembourg SARL are limited liability companies duly organized and subsisting under the laws of the State
of Delaware and Luxembourg, respectively. Seller is duly qualified or licensed to do business and is in good standing in each jurisdiction
in which such qualification or licensing is necessary under Applicable Law, except where the failure to be so qualified or licensed
and to be in good standing would not have a Material Adverse Effect.


 


5.2          Authority;
Execution and Delivery



 


(a)          Seller
has all requisite power and authority to own and operate its properties and assets, to carry on its business as it is now being
conducted (including the Business) and to execute and deliver this Agreement and to perform its obligations hereunder. The execution
and delivery by Seller of this Agreement and the performance by Seller of its obligations hereunder have been duly authorized by
all requisite corporate or limited liability company action, as applicable, on the part of Seller, including any requisite resolution
duly adopted and not subsequently rescinded or modified in any way by the boards of directors/managers of Seller approving the
execution, delivery and performance of this Agreement by Seller. No approval of Seller’s shareholders is necessary for Seller
to execute and deliver this Agreement or perform the transactions contemplated hereby.


 


(b)          This
Agreement has been duly executed and delivered by Seller and, assuming the valid execution and delivery by Purchaser, constitutes
a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Applicable Laws affecting
creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding
in equity or law).


 


5.3          No
Violation



 


The execution, delivery and performance of
this Agreement by Seller and the consummation of the transactions contemplated hereby do not and will not (a) violate any provision
of the organizational documents of Seller, (b) subject to obtaining the consents referred to in Schedule


 






    	Page 13 of 31



    	 



    

 


5.4, conflict with, violate or result
in the breach of, constitute a default under or result in the termination, cancellation or acceleration (whether after the giving
of notice or the lapse of time or both) of any right or obligation of Seller under, or to a loss of any benefit of the Business
to which Seller is entitled under, any agreement, lease of real estate or license of intellectual property to which Seller is a
party or to which its properties or assets are subject and which, in each case, relates solely to, or is necessary for the conduct
of, the Business, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the Purchased Assets,
or (c) to the Knowledge of Seller, assuming compliance with the matters set forth in Sections 5.4 and 6.4, materially
violate or result in a material breach of, or constitute a material default under any Applicable Law or other restriction of any
Governmental Authority in the Territory to which Seller is subject.


 


5.4          Consents



 


Except as set forth under Schedule 5.4,
there are no consents, approvals, waivers or authorizations of, or exemption by, any Person, including any Governmental Authority,
required to be obtained by Seller or on its behalf, or filings or notices required to be made to any Governmental Authority in
connection with the execution, delivery, or performance of its obligations under this Agreement or the other Transaction Documents
to which it is a party or to consummate the transactions contemplated hereby or thereby, including the transfer of the Purchased
Assets to Purchaser.


 


5.5          Title
to Assets



 


Seller has good title to each of the Purchased
Assets, free and clear of all Encumbrances other than Permitted Encumbrances and is exclusively entitled to possess and dispose
of same.


 


5.6          Litigation



 


(a)          There
are no Legal Proceedings in progress or pending or, to the Knowledge of Seller, threatened against or relating to Seller or any
of its Affiliates which would have a Material Adverse Effect on the Purchased Assets or the transfer thereof.


 


(b)          There
is no Order outstanding against the Seller or any of its Affiliates relating primarily to the Purchased Assets.


 


5.7          Compliance
with Laws



 


Seller is materially in compliance with all
Applicable Laws, including without limitations laws, rules and regulations relating to the manufacture, possession or sale of the
Products or ownership of the Purchased Assets.


 


5.8          No
Brokers



 


Seller has not entered into any agreement,
arrangement or understanding with any Person which will result in the obligation of Purchaser to pay any finder’s fee, brokerage
commission or similar payment in connection with the transactions contemplated hereby.


 






    	Page 14 of 31



    	 



    

 


5.9          FDA
Matters



 


The approval date for the Product’s
NDA or ANDA, as applicable, is as set forth in Schedule 2.1(a). 
To the Knowledge of Seller, in the five (5) years preceding the Closing Date, there has been (a)
no action or proceeding by the FDA or any other Governmental Authority, brought, pending or threatened against Seller relating
to the safety or efficacy or marketing of such Purchased Assets, and (b) no recall or market
withdrawal or warning letter or any so-called untitled letter from the FDA relating to such Products.


 


5.10        Taxes



 


(A) all material Tax Returns required to be filed by the Seller
with respect to the Purchased Assets have been or will be filed when due in accordance with all Applicable Laws; (B) all Taxes
shown on such Tax Returns have been or will be paid in timely fashion or have been accrued for on Seller’s financial statements;
(C) there is no action, suit, proceeding, investigation, audit or claim now pending with respect to any Tax with respect to the
Purchased Assets; (D) there are no outstanding agreements extending the statutory period of limitation applicable to any claim
for, or the period for the collection or assessment of, Taxes with respect to the Purchased Assets; (E) there are no liens for
any Tax on the Purchased Assets, except for Taxes not yet due and payable; (F) Seller has collected all material sales and use
Taxes required to be collected with respect to the Purchased Assets, and have remitted, or will remit on a timely basis, such amounts
to the appropriate taxing authority, or has been furnished properly completed exemption certificates and has maintained all such
records and supporting documents in the manner required by all applicable sales and use Tax statutes and regulations.


 


5.11        Disclosure



 


No representation or warranty under this Article 5 contains any
untrue statement or omits to state a material fact necessary to make any of them, in light of the circumstances in which it was
made, not misleading.


 


Article
6

REPRESENTATIONS AND WARRANTIES OF PURCHASER


 


Purchaser hereby represents and warrants to
Seller as of the Closing Date (except to the extent a certain date is specified within the representation and warranty, in which
case, the date set forth therein shall apply) as follows:


 


6.1          Organization



 


Purchaser is a corporation duly organized and
subsisting under the laws of the State of Delaware. Purchaser is duly qualified or licensed to do business and is in good standing
in each jurisdiction in which such qualification or licensing is necessary under Applicable Law, except where the failure to be
so qualified or licensed and to be in good standing would not have a material and adverse effect on the ability of Purchaser to
consummate the transactions contemplated hereby (“Purchaser Material Adverse Effect”).


 






    	Page 15 of 31



    	 



    






 


6.2          Authority; Execution and Delivery


 


(a)          Purchaser
has all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as it is
now being conducted and to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery
by Purchaser of this Agreement and the performance by Purchaser of its obligations hereunder have been duly authorized by all requisite
corporate action on the part of Purchaser, including any requisite resolution duly adopted and not subsequently rescinded or modified
in any way by the board of directors of Purchaser approving the execution, delivery and performance of this Agreement by Purchaser.
No approval of Purchaser’s shareholders is necessary for Purchaser to execute and deliver this Agreement or perform the transactions
contemplated hereby.


 


(b)          This
Agreement has been duly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes
a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’
rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).


 


6.3          No
Violation


 


The execution, delivery and performance
of this Agreement by Purchaser and the consummation of the transactions contemplated hereby, do not and will not (a) violate any
provision of the certificate of incorporation or bylaws of Purchaser, or (b) conflict with, or result in a breach of, constitute
a default under or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of
time or both) of any right or obligation of Purchaser or any of its Affiliates under, or to a loss of any benefit to which Purchaser
or any of its Affiliates is entitled under, any agreement, lease of real estate or license of intellectual property to which Purchaser
or any of its Affiliates are a party or to which its properties or assets are subject, except for any conflicts, violations, breaches,
defaults, terminations, cancellations or accelerations that would not, individually or in the aggregate, have a Purchaser Material
Adverse Effect, or (c) assuming compliance with the matters set forth in Sections 5.4 and 6.4, violate or result
in a breach of or constitute a default under any Applicable Law or other restriction of any Governmental Authority to which Purchaser
is subject, except for any violations, breaches, defaults, conflicts, losses, liens, terminations, cancellations or accelerations
that would not, individually or in the aggregate, have a Purchaser Material Adverse Effect.


 


6.4          Consents


 


There are no consents, approvals, waivers
or authorizations of, filing with, notices to, or exemption by, any Person, including any Governmental Authority, required to be
obtained by Purchaser or on its behalf in connection with the execution, delivery, or performance of its obligations under this
Agreement or the other Transaction Documents to which it is a party or to consummate the transactions contemplated hereby or thereby,
including the transfer of the Purchased Assets to Purchaser, except (a) in connection with the transfer of the Product Approvals
(i) an application form signed by Purchaser reflecting Purchaser’s acquisition of the rights to the Product Approvals
and (ii) a letter from Purchaser to FDA containing the information set forth in 21 C.F.R. Section 314.72(a)(2), or (b) where the
failure to make such filings or notifications, or obtain such consents, approvals, authorizations or waivers, would not, individually
or in the aggregate, have a Purchaser Material Adverse Effect or which would not materially delay or impair the ability of Purchaser
to 


 






    	Page 16 of 31



    	 



    

 


consummate the transactions contemplated by this Agreement or the other Transaction Documents or to perform its obligations
hereunder or thereunder.


 


6.5           Litigation


 


There is no Legal Proceeding in progress
or, to the knowledge of Purchaser, pending or threatened against Purchaser that would reasonably be expected to have a Purchaser
Material Adverse Effect.


 


6.6           Financial
Capability


 


Purchaser has sufficient cash to pay the
Purchase Price on the terms and conditions contemplated by this Agreement.


 


6.7           No
Brokers


 


Purchaser has not entered into any agreement,
arrangement or understanding with any Person which will result in the obligation to pay any finder’s fee, brokerage commission
or similar payment in connection with the transactions contemplated hereby.


 


6.8           Condition
of the Business


 


Purchaser acknowledges and agrees that
(a) it is purchasing the Purchased Assets based on the results of its own independent investigation and the representations and
warranties of Seller expressly set forth in this Agreement, and not on any representation or warranty of Seller or any of its Affiliates
not expressly set forth in this Agreement, and (b) except as otherwise set forth in this Agreement, the Purchased Assets are sold
“as is, where is” and it accepts the Purchased Assets in the condition they are in and at the place where they are
located on the Closing Date, subject to the terms and conditions hereof. Any claims Purchaser may have for breach of representation
or warranty shall be based solely on the representations and warranties of Seller expressly set forth in this Agreement, and the
certificates delivered pursuant hereto. EXCEPT AS EXPRESSLY STATED HEREIN, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY
PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNITED STATES UNIFORM COMMERCIAL CODE (OR SIMILAR APPLICABLE LAWS
IN ANY JURISDICTION WITH COMPETENT AUTHORITY), ARE HEREBY DISCLAIMED BY SELLER AND WAIVED BY PURCHASER.


 


Article
7

certain covenants





 


7.1          Cooperation
in Litigation and Investigations; Records


 


Subject to Section 8.1, each Party agrees
to cooperate with and to grant to each other Party and their respective officers, employees, attorneys, accountants, representatives
and agents, during normal business hours and upon reasonable request and upon reasonable notice, reasonable access to the other
Party’s management personnel and such other information and records relating to a Product, Purchased Assets, Assumed Liabilities
and the Retained Liabilities in their possession or control after the Closing Date and to permit copying or, where reasonably necessary,
to furnish original documents relating to the Product, the Purchased Assets, the Assumed Liabilities and the 



 






    	Page 17 of 31



    	 



    

 


Retained
Liabilities for the purposes of (a) any financial reporting or Tax matters (including without limitation any financial and Tax
audits, Tax contests, Tax examination, preparation for any Tax Returns or financial records), (b) any investigation, inspection
or audit being conducted by any Governmental Authority involving the Product or the Purchased Assets, (c) to comply with any Applicable
Law, or (d) defending or bringing any Legal Proceeding relating to any Product. From and after the date hereof, each Party shall
fully cooperate with each other in the defense or prosecution of any Legal Proceeding, investigation, inspection, or audit instituted,
as referenced in clauses (a) through (d) above, prior to the date hereof. The Party requesting such cooperation shall pay the
reasonable out-of-pocket costs and expenses of providing such cooperation (including reasonable legal fees and disbursements)
incurred by the Party providing such cooperation. Each Party shall use commercially reasonable efforts to ensure that its access
to and requests for records and documents pursuant to this Section 7.1 are conducted so as not to interfere with the normal
and ordinary operation of the other Party’s business. Each Party acknowledges that the records and documents made available
to such Party pursuant to this Section 7.1 constitute confidential information of the releasing Party and shall not be
disclosed or realized in any manner inconsistent with the foregoing or Article 8 hereof. Nor shall such confidential information
be released pursuant to an Order or Applicable Law without first providing (to the extent legally permissible) reasonable advance
notice to the owner of the confidential information so that such owner can take reasonable steps to protect its interests, provided
that such advance notice is possible and reasonable under the circumstances.


 


7.2          Further
Assurances


 


(a)          Seller
shall, from time to time, at the request of Purchaser, execute and deliver, or cause to be executed and delivered, such other instruments
of conveyance and transfer and take such other actions as Purchaser may reasonably request in order to more effectively consummate
the transactions contemplated hereby, including to vest in Purchaser good and marketable title to the Purchased Assets (including
assistance in the collection or reduction to possession of any of the Purchased Assets).


 


(b)          Purchaser
shall, from time to time, at the request of Seller, execute and deliver, or cause to be executed and delivered, such other instruments
of conveyance and transfer and take such other actions as Seller may reasonably request in order to more effectively consummate
the transactions contemplated hereby.


 


(c)          To
the extent that Seller’s rights under any Purchased Asset may not be assigned without the approval, consent or waiver of
another Person and such approval, consent or waiver has not been obtained prior to the Closing Date, this Agreement shall not constitute
an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful. If any such approval,
consent or waiver shall not have been obtained prior to the Closing Date, Seller shall, after the Closing Date, use its commercially
reasonable efforts to obtain all necessary approvals, consents and waivers to the assignment and transfer thereof, and Purchaser
shall use its commercially reasonable efforts to assist and cooperate with Seller in connection therewith; provided, that
neither Seller nor any of its Affiliates shall be required to pay money to any Third Party, commence any Legal Proceeding or offer
or grant any accommodation (financial or otherwise) to any Third Party in connection with such efforts.


 






    	Page 18 of 31



    	 



    

 


7.3          Seller’s
NDC Numbers; Use of Seller Names 


 


Following the Closing Date, Purchaser shall
establish its own NDC numbers with respect to the Product. Purchaser shall not sell any Product under Seller Names (including Seller’s
or its Affiliates’ predecessors’ names), Excluded Trademarks, or Seller’s or its Affiliates’ NDC numbers.


 


7.4          Insurance


 


Purchaser agrees to arrange, in its sole
discretion, for its own insurance policies (which may include self-insurance) with respect to the Purchased Assets and the Business
covering the period after the Closing Date and agrees not to seek, through any means, to benefit from any insurance policies of
Seller or any of its Affiliates that may provide coverage for claims relating in any way to the Purchased Assets or the Business.


 


7.5          Transfer
of Product Registrations, Related Applications and Dossiers


 


(a)          At
the Closing Date, Seller (or its Affiliate) shall file with the FDA the applicable Seller FDA Transfer Letter. Promptly and as
soon as practical after the Closing Date and in no event more than fifteen (15) days following the Closing Date, Seller shall deliver
to Purchaser, or its Affiliate as directed by Purchaser, in physical and, if available, electronic form, the supporting documentation
to the Product Approvals, provided, however, that the physical or electronic copy of the Product Approvals shall
be delivered by Seller to Purchaser in accordance with Schedule 4.3. Promptly following receipt of the supporting documentation
to the Product Approvals, Purchaser shall file with the FDA the applicable Purchaser FDA Transfer Letter.


 


(b)          Seller
shall complete the transfer of the corresponding Product Approvals as promptly as practicable after the Closing Date, to the benefit
of Purchaser or its Affiliates or relevant third party. Purchaser or its Affiliates shall use all commercially reasonable efforts
to assist Seller in the transfer of such Product Approvals, accept the transfer of the corresponding Product Approvals and formalize
with Seller and any applicable Governmental Authority, as promptly as practicable after the Closing Date, all necessary documents.


 


7.6          Correspondence



 


From and after the Closing Date, (a) Seller
shall deliver or cause to be delivered to Purchaser any mail or other communications received by Seller or its Affiliates from
any Person (including the FDA) intended for the Purchased Assets (including any mail or other communications with respect to the
Products) within thirty (30) days of receipt, and (b) Purchaser shall deliver or cause to be delivered to Seller any mail or other
communications received by Purchaser or its Affiliates intended for Seller or its Affiliates and not related to the Purchased
Assets within thirty (30) days of receipt. The provisions of this Section 7.6 are not intended to, and shall not be deemed
to, constitute an authorization by Seller or Purchaser to permit the other to accept service of process on its or their behalf
and neither Seller nor Purchaser are or shall be deemed to be the agent of the other for service of process purposes.


 






    	Page 19 of 31



    	 



    

 


7.7          Certain
Governmental Matters


 


Following the Closing Date, each of the
Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be
done, all things necessary for it to do under Applicable Laws to consummate and make effective the transactions contemplated by
this Agreement, including all actions and all things necessary for it to comply promptly with all Applicable Law and legal requirements
that may be imposed on it by Governmental Authorities in connection therewith, which actions shall include making all required
registrations and filings to, and seeking all required approvals of, Governmental Authorities and furnishing all information required
by Applicable Law or requested by such Governmental Authorities, including such Governmental Authorities with jurisdiction over
enforcement of any Applicable Laws in the Territory that are designed or intended to prohibit, restrict or regulate actions that
may have the purpose or effect of creating a monopoly, lessening competition or restraining trades. The Parties shall cooperate
with each other in the making of such registrations, filings and approvals.


 


Article
8

CONFIDENTIALITY


 


8.1         Confidentiality


 


(a)          Seller
undertakes with Purchaser, and Purchaser undertakes with Seller, to keep confidential (except as expressly provided in this Agreement)
at all times after the Closing Date, and not directly or indirectly reveal, disclose or use for its own or any other purposes unrelated
to its performance or the enforcement of its rights hereunder, any confidential information received or obtained as a result of
entering into or performing, or supplied by or on behalf of a Party in the negotiations leading to, this Agreement and which relates
to (i) the negotiations relating to this Agreement, or (ii) the subject matter and/or provisions of this Agreement. The Parties
acknowledge that, for purposes of this Agreement but subject to Section 8.1(b), the Purchased Assets, including related
records, shall be deemed the confidential information of Purchaser from and after the Closing Date and Purchaser and its Affiliates
shall be free to disclose and use such information for any and all purposes.


 


(b)          The
prohibition in Section 8.1(a) does not apply if: (i) the information was in the public domain before it was furnished to
the relevant Party or, after it was furnished to that Party, entered the public domain otherwise than as a result of (x) a breach
by that Party of this Section 8.1 or any other confidentiality agreement to which that Party is bound or (y) a breach of
a confidentiality obligation to a Party by a Third Party; or (ii) disclosure is necessary in order to comply with an Order or Applicable
Law, provided that such disclosure will be only to the extent required by such Order or Applicable Law, and unless such
consultation is prohibited by Order or Applicable Law or is not reasonably practicable, only after consultation with Purchaser
or Seller (as the case may be).





 


(c)          This
Section 8.1 shall supersede the Confidentiality Agreement in its entirety.


 









    	Page 20 of 31



    	 



    




 


Article
9

INDEMNIFICATION


 


9.1          Survival



 


The representations and warranties of Purchaser
and Seller contained herein or made pursuant hereto shall survive the Closing Date, for a period of eighteen (18) months; provided
that, notwithstanding the foregoing, the representations and warranties set forth in Sections 5.1 (Organization), 5.2
(Authority; Execution and Delivery), 5.5 (Title to Assets), 5.8 (No Brokers), 6.1 (Organization) and 6.2
(Authority; Execution and Delivery), 6.70 (No Brokers) shall survive indefinitely. The covenants and agreements of the Parties
hereto contained in this Agreement shall survive and remain in full force for the applicable periods described therein or until
fully performed. Any right of indemnification pursuant to this Article 9 with respect to a claimed breach of a representation,
warranty or covenant shall expire at the date of termination of the representation, warranty or covenant claimed to be breached,
unless on or prior to such expiration date, the Party from whom indemnification is sought has received notice of a good faith claim
from the other Party, in which case the right of indemnification with respect to such claim shall be extended until such time as
such claim has been finally resolved.


 


9.2          Indemnification
by Seller


 


Seller shall indemnify and save harmless
Purchaser and its Affiliates and, if applicable, their respective directors, officers, stockholders, agents, consultants, employees,
successors and assigns (collectively referred to as “Purchaser Indemnified Parties”) from and against
all Losses, whether or not arising due to Third Party Claims, which may be made or brought against Purchaser Indemnified Parties,
to the extent arising from or relating to:


 


		(a)	any breach of any covenant or agreement on the part of
Seller contained in this Agreement or in any certificate or other document furnished by or on behalf of Seller pursuant to this
Agreement;



 


		(b)	subject to Section 9.1, any breach of any representation
or warranty of Seller contained in this Agreement or in any certificate or other document furnished by or on behalf of Seller
pursuant to this Agreement;



 


		(c)	any Excluded Assets;



 


		(d)	any Retained Liabilities;



 


		(e)	any failure by Purchaser to pay its share of Transfer
Taxes; or



 


		(f)	the ownership or operation of the Purchased Assets or
the sale or use of the Product before the Closing Date.






 


9.3          Indemnification
by Purchaser


 


Purchaser shall indemnify and save harmless
Seller and its Affiliates and, if applicable, their respective directors, officers, agents, employees, successors and assigns
(collectively referred to as “Seller Indemnified Parties”) from and against all Losses, whether
or not arising due to Third


 






    	Page 21 of 31



    	 



    

 


Party Claims, which may be made or brought against Seller Indemnified Parties, to the extent arising from or relating
to:


 


		(a)	any breach of any covenant or agreement on the part of
Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant
to this Agreement;



 


		(b)	subject to Section 9.1, any breach of any representation
or warranty of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser
pursuant to this Agreement;



 


		(c)	the Purchased Assets (other than the Retained Liabilities);



 


		(d)	the Assumed Liabilities;



 


		(e)	any failure by Seller to pay its share of Transfer Taxes;
or



 


		(f)	the ownership or operation of the Purchased Assets or
the sale or use of the Product on or after the Closing Date.



 


9.4          Notice
of Claims


 


If any of the Persons to be indemnified
under this Article 9 (“Indemnified Party”) has suffered or incurred any Loss, the Indemnified
Party shall so notify the Party from whom indemnification is sought (“Indemnifying Party”) promptly in
writing, describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method
of computation of such Loss, all with reasonable particularity. If any Legal Proceeding is instituted by a Third Party (“Third
Party Claim”) with respect to which the Indemnified Party intends to claim any Losses under this Article 9,
the Indemnified Party shall promptly notify the Indemnifying Party of such Legal Proceeding (“Third Party Claim Notice”).
A failure by the Indemnified Party to give such Third Party Claim Notice in a timely manner pursuant to this Section 9.4
shall not limit the obligation of the Indemnifying Party under this Article 9, except (a) to the extent such Indemnifying
Party is prejudiced thereby, or (b) as provided in Section 9.1.


 


9.5         Third
Party Claims 


 


(a)          The
Indemnifying Party under this Article 9 shall have the right, but not the obligation, exercisable by written notice to
the Indemnified Party within thirty (30) days of receipt of a Third Party Claim Notice from the Indemnified Party with respect
thereto, to assume the conduct and control, at the expense of the Indemnifying Party and through counsel of its choosing that
is reasonably acceptable to the Indemnified Party, any Third Party Claim, and the Indemnifying Party may compromise or settle
the same; provided that the Indemnifying Party shall give the Indemnified Party advance written notice of any proposed
compromise or settlement and shall not, without the prior written consent of the Indemnified Party (which consent shall not be
unreasonably withheld), consent to or enter into any compromise or settlement that commits the Indemnified Party, to take, or
to forbear to take, any action or does not provide for a full and complete written release by the applicable Third Party of the
Indemnified Party. No Indemnified Party may compromise or settle any Third Party Claim for which it is seeking indemnification


 






    	Page 22 of 31



    	 



    

 


 


hereunder without the consent of the
Indemnifying Party (which consent shall not be unreasonably withheld). No Indemnifying Party may consent to the entry of any judgment
that does not relate solely to monetary damages arising from any such Third Party Claim without the prior written consent of the
Indemnified Party (which consent shall not be unreasonably withheld). Should the Indemnifying Party assume the defense of a Third
Party Claim, except as provided in Section 9.5(b) below, the Indemnifying Party shall not be liable to any Indemnified Party
for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of
the Third Party Claim. In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify,
defend or hold harmless any Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the
Indemnifying Party for any and all costs and expenses (including attorneys’ fees) and any damages incurred by the Indemnifying
Party in its defense of the Third Party Claim with respect to such Indemnified Party.


 


(b)          Without
limiting Section 9.5(a), any Indemnified Party shall be entitled to participate in, but not control, the defense of such
Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall
be at the Indemnified Party’s own expense unless (i) the employment thereof and payment therefore has been specifically authorized
in advance by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense and employ counsel
in accordance with Section 9.5(a) (in which case the Indemnified Party shall control the defense).


 


(c)          Regardless
of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party shall, and shall
cause each other Indemnified Party to, cooperate in the defense or prosecution thereof and shall furnish such records, information
and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be
reasonably requested in connection therewith. Such cooperation shall include access during normal business hours, with reasonable
prior notice, afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information
that are reasonably relevant to such Third Party Claim, and making Indemnified Parties and other employees and agents available
on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnified
Party controls the defense of the claim, the Indemnifying Party shall cooperate with the Indemnified Party on the terms described
above.


 


9.6          Tax
Status of Indemnification Payments


 


Unless otherwise required under Applicable
Law, any payment made under this Article 9 shall be treated by the Parties as an adjustment to the Purchase Price for Tax
purposes.


 


9.7          Limitations
of Liability 





 


(a)          EXCEPT
IN CASE OF THE PARTIES’ INDEMNIFICATION OBLIGATIONS TO THIRD PARTIES HEREUNDER OR THE FRAUD OR WILFUL MISCONDUCT OF A PARTY,
NEITHER PARTY WILL BE LIABLE OR OTHERWISE RESPONSIBLE TO THE OTHER PARTY OR ANY AFFILIATE OF THE OTHER PARTY FOR ANY LOST PROFITS,
COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS OR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER SPECIAL 


 






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DAMAGES SUFFERED BY THE OTHER PARTY OR ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH
HEREOF OR ANY LIABILITY RETAINED OR ASSUMED HEREUNDER FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDING TORT, CONTRACT, NEGLIGENCE,
STRICT LIABILITY, INDEMNITY AND BREACH OF WARRANTY) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


 


(b)          Each
Party hereto agrees that in no event shall either Party be liable under this Article 9 for any Losses to the extent such
Losses arise from the gross negligence, intentional misconduct or fraud of the other Party or such other Party’s Affiliates
or its and their respective officers, directors or employees.


 


(c)          Notwithstanding
the other provisions of this Article 9:


 


		(i)	Neither Party shall be entitled to recover any Losses
under this Article 9 until the aggregate amount of the Losses with respect to a Product for which indemnification is sought
shall exceed ten thousand United States dollars (USD $10,000) (the “Deductible”), at which time the
indemnification provided under Article 9 shall apply to all such Losses with respect to such Product, including the first $10,000;
and



 


		(ii)	In no event shall Seller have any indemnification obligations
for Losses under this Article 9 that exceed, in the aggregate, fifteen percent (15%) of the Purchase Price with respect
to each Product (as to each such Product, the “Cap”).



 


		(iii)	Notwithstanding anything herein to the contrary, the
Deductible and Cap shall not apply to any breach attributable to fraud or intentional misrepresentation.



 


		(iv)	For purposes of determining the amount of any Loss (but
not for determining the existence of any breach, misrepresentation or inaccuracy with respect to any representation or warranty
of Seller), any qualification as to materiality or Material Adverse Effect set forth in any such representation or warranty shall
be disregarded.



 


9.8          Calculation
of Losses; Mitigation


 


An Indemnified Party shall not be entitled to double recovery
for any Losses. In calculating amounts payable to an Indemnified Party hereunder, the amount of any indemnified Loss shall not
be duplicative of any other Loss for which an indemnification claim has been made. If an Indemnified Party receives any payment
from an Indemnifying Party in respect of any Losses pursuant to Section 9.2 or Section 9.3 and the Indemnified Party
could have recovered all or a part of such Losses from a Third Party (excluding any insurance company of such Party) based on the
underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against
such Third Party as are necessary to permit the Indemnifying Party to recover from the Third Party the amount of such payment;
provided that to the extent any insurance recovery is actually received by the Indemnified Party or its Affiliates 


 






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from any Third
Party with respect to such Losses, then a refund equal to the aggregate amount of recovery net of the Indemnified Party’s
reasonable out-of-pocket expenses relating to such recovery shall be made promptly to the Indemnifying Party; provided that any
increase in the Indemnified Party’s insurance premium resulting from the making of such claim shall also be taken into account
in the calculation of such refund.


 


9.9          Exclusive
Remedy


 


Each Party acknowledges and agrees that
the remedies provided for in this Agreement shall be its sole and exclusive remedy with respect to the subject matter of this Agreement.


 


9.10        Indemnity
Payments 


 


In the event that either Party agrees to
or is determined to have an obligation to reimburse the other Party for Losses as provided in this Article 9, the Indemnifying
Party shall promptly pay such amount to the Indemnified Party in U.S. dollars via wire transfer of immediately available funds
to the accounts specified in writing by the Indemnified Party.


 


Article
10

GENERAL


 


10.1        Expenses


 


Except as otherwise provided in this Agreement each Party shall
pay all costs and expenses (including the fees and disbursements of legal counsel and other advisers) it incurs in connection with
the negotiation, preparation and execution of this Agreement and the transactions contemplated by this Agreement.


 


10.2        Notices


 


Any notice, consent, approval or other
communications hereunder required or permitted to be given in connection with this Agreement (“Notice”)
shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the Party for whom it is
intended, delivered by registered or certified mail, return receipt requested, or by a national overnight courier service, or sent
by facsimile to the Person at the address set forth below, or such other address as may be designated in writing hereafter, in
the same manner, by such Person:


 


		(a)	in the case of a Notice to Seller at:



 


Valeant Pharmaceuticals North America, LLC


400 Somerset Corporate Boulevard


Bridgewater, NJ 08807 


Fax: (908) 927-1495


Attention: President


 


with a copy to: 


 


Valeant Pharmaceuticals North America, LLC



 






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50
Technology Drive

Irvine, CA 92618


Fax: (585) 338-0015


Attention: Legal Department


 


		(b)	in the case of a Notice to Purchaser at:



 


IGI Laboratories, Inc.


105 Lincoln Avenue


Buena, NJ 08310


Fax: (856) 697-2259


Attention: Jason Grenfell-Gardner


 


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


 


Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.


666 Third Avenue


New York, New York 10017


Facsimile: (212) 983-3115


Attention: Joel Papernik, Esq.


 


Any Notices shall be deemed to have been
received (i) when delivered by hand, if personally delivered, (ii) three (3) Business Days after being delivered by registered
or certified mail, return receipt requested, (iii) one (1) Business Day after being delivered to a national overnight courier service,
or (iv) on the date of receipt after being sent by facsimile. Any Party may, from time to time, change its address by giving Notice
to the other Parties in accordance with the provisions of this Section.


 


10.3        Governing
Law


 


(a)          This
Agreement will be deemed to have been made in the State of New York and its form, execution, validity, construction and effect
will be determined in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of
law thereof, and the Parties agree to the personal jurisdiction of and venue in any federal court located in the Southern District
of New York or state court located in New York County, New York.


 


(b)          Waiver
of Jury Trial. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATING TO THIS
AGREEMENT, THE DOCUMENTS AND TRANSACTIONS CONTEMPLATED HEREBY, AND FOR ANY COUNTERCLAIM THEREIN.





 


10.4        Assignment


 


(a)          Neither
Party may assign any or all of its rights or obligations under this Agreement without the other Party’s prior written consent;
provided, however, that (i) either Party may assign, sublicense, subcontract or delegate any or all of its rights
or obligations under this Agreement to an Affiliate of such Party, and (ii) either Party may assign all of its rights or obligations
under this 


 






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Agreement to a Third Party to which such Party has sold all or substantially all of its assets or more than 50% of its
voting equity.


 


(b)          Any
assignment to an Affiliate of a Party shall not release the assigning or transferring Party of its obligations hereunder. In the
event that a Party assigns any of its rights and obligations hereunder to a Person that qualifies as an Affiliate and such Person
ceases to qualify as an Affiliate hereunder, such Person shall promptly, with written notice to the other Party, assign back to
such Party any of its rights and obligations hereunder.


 


(c)          In
the event that a Party assigns any of its rights and obligations hereunder to a Third Party, the assigning Party shall, at the
request of the non-assigning Party, enter into, or cause such Third Party to enter into, such supplemental agreements pursuant
to which such Third Party will expressly assume all of the obligations of the assigning Party hereunder.


 


(d)          This
Agreement inures to the benefit of and is binding upon the Parties and their respective successors (including any successor by
reason of amalgamation of any Party) and permitted assigns.


 


10.5        Severability



 


The provisions of this Agreement shall
be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof. If any term or other provision of this Agreement, or the application thereof to any Person or any
circumstance, is invalid, illegal or unenforceable, (a) a suitable and equitable provision shall be substituted therefore in order
to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision, and (b)
the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by
such invalidity, illegality or unenforceability, nor shall such invalidity, illegality or unenforceability affect the validity
or enforceability of such provision, or the application thereof, in any other jurisdiction.


 


10.6        Amendment


 


Except as expressly provided in the last
sentence of the penultimate paragraph of Section 2.1, no amendment, supplement, modification or waiver or termination of
this Agreement and, unless otherwise specified, no consent or approval by any Party, is binding unless executed in writing by the
Party to be bound thereby.


 


10.7        No
Benefit to Third Parties





 


The covenants and agreements set forth in this Agreement are
for the sole benefit of the Parties and their successors and permitted assigns, and, except for the rights of Purchaser Indemnified
Parties and Seller Indemnified Parties under Article 9, they shall not be construed as conferring any rights on any other Persons.





 






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10.8        Execution
and Delivery


 


This Agreement may be executed by the Parties
in counterparts and may be executed and delivered by facsimile and all such counterparts and facsimiles together constitute one
and the same agreement.


 


[Remainder of page
intentionally left blank]


 




    	Page 28 of 31



    	 



    

 


IN WITNESS OF WHICH, the Parties
have executed this Asset Purchase Agreement as of the date first set forth above.


 





	 	VALEANT PHARMACEUTICALS NORTH AMERICA, LLC
	 	 	 	 	 	 
	 	By:	/s/ Ari Kellen	 	 	 
	 	Print:	Ari Kellen	 	 	 
	 	Title:	EVP	 	 	 
	 	 	 	 	 	 
	 	VALEANT PHARMACEUTICALS LUXEMBOURG SARL
	 	 	 	 	 	 
	 	By:	/s/ Kuy Ly Ang	By:	/s/ Michael Kennan	 
	 	Print:	Kuy Ly Ang	Print:	Michael Kennan	 
	 	Title:	Manager	Title:	Manager	 
	 	 	 	 	 	 
	 	IGI LABORATORIES, INC.
	 	 	 	 	 	 
	 	By:	/s/ Jason Grenfell-Gardner	 	 	 
	 	Print:	Jason Grenfell-Gardner	 	 	 
	 	Title:	President and Chief Executive Officer	 	 	 







 


Signature page to 


Asset Purchase Agreement dated as
of September 30, 2014