Execution Copy: August 1, 2013







 


 





ASSET PURCHASE AGREEMENT


 


ASSET PURCHASE AGREEMENT
(“Agreement”), dated August 1, 2013 (the “Effective Date”), between Mikah Pharma LLC
a limited liability company organized under the laws of the State of Delaware (
“Seller”) and Elite Laboratories, Inc., a corporation incorporated under the laws of the State
of Delaware (“Buyer”). Buyer and Seller are each “Party” to this Agreement and together constitute
the “Parties”.


 


Background


 


Seller owns ANDAs that
it acquired from Actavis, Inc. that was operating under a Consent Decree, a copy of which was provided to Buyer, which may subject
the ANDAs (as defined below) to additional scrutiny before FDA permits the Products (as defined below) to be manufactured elsewhere.
Nevertheless, on the terms and conditions set forth in this Agreement and the Consent Decree, Buyer wishes to purchase from Seller
and Seller wishes to sell to Buyer, the ANDAs.


 


NOW, THEREFORE, in consideration
of the mutual covenants herein contained and for other good and valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Parties hereby agree as follows:


  


Article
1


 




DEFINITIONS


 


Section
1.1                 
Definitions


 


All terms not defined
below are defined elsewhere in this Agreement.


 


“Affiliate”
means any Person that directly or indirectly Controls, is Controlled by or is under common Control with another Person. A Person
will be deemed to “Control” another Person if it has the power to direct or cause the direction of the other
Person, whether through ownership of securities, by contract or otherwise.


 


“Agency”
means any governmental regulatory authority or authorities in the United States responsible for granting approval(s), clearance(s),
qualification(s), license(s) or permit(s) for any aspect of the research, development, manufacture, marketing, distribution or
sale of a Product. The term “Agency” includes, but is not limited to, the FDA and the United States Drug Enforcement
Administration.


 


“ANDA(s)”
means Abbreviated New Drug Applications listed in Schedule 1 and all amendments thereto, that have to date been filed with
the FDA seeking authorization and approval to manufacture, package, ship and sell, as more fully defined in 21 C.F.R. Part 314,
the Products.





 









{***} Confidential portions of this
exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance
with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


               









    	 	-1-	Confidential



    	 



    

  


“ANDA Technology
and Scientific Materials” means any technological, scientific, chemical or biological materials, trade secrets, know-how,
Intellectual Property, techniques, data, inventions, practices, methods and all other confidential and proprietary technical, research,
development and other applicable business information (whether patented, patentable or otherwise) related to the manufacture, validation,
packaging, release testing, stability and shelf life of the Product, including all Product formulations, in existence and in the
possession of Seller as of the Closing Date.


 


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


 


“Bill of Sale”
means a bill of sale to be delivered by Seller to Buyer effective on the Closing Date, substantially in the form of Exhibit
A.


 


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


 


“Buyer”
has the meaning set forth in the preamble.


 


“Buyer Indemnified
Parties” has the meaning set forth in Section 8.2.


 


Calendar Quarter”
means the three month period ending on the last day of each of March, June, September and December.


 


“Closing”
and “Closing Date” have the meanings given such terms in Section 3.1.


 


“Development”
means all preclinical and clinical drug development activities, including test method development and stability testing, toxicology,
bioequivalency, formulation, process development, manufacturing scale-up, development-stage manufacturing, quality assurance/quality
control development, statistical analysis and report writing, conducting clinical trials for the purpose of obtaining any and all
approvals, licenses, registrations or authorizations from any Agency necessary for the manufacture, use, storage, import, export,
transport, promotion, marketing and sale of the Products, Product approval and registration, and regulatory affairs related to
the foregoing. “Develop” means to engage in Development.


 


“Effective
Date” has the meaning set forth in the preamble.





 


“Encumbrance”
means any mortgage, charge, lien, security interest, easement, right of way, pledge or encumbrance of any nature whatsoever.


 


“Excluded
Liabilities” has the meaning set forth in Section 2.3.





 


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


 


“Governmental
Entity” means any court, administrative agency, department or commission or other governmental authority or instrumentality,
whether U.S. or non-U.S.


 





{***} Confidential portions of this exhibit have been redacted
and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.


 











    	 	-2-	Confidential



    	 



    

  


“Governmental
Rule” means any law, judgment, order, decree, statute, ordinance, rule or regulation issued or promulgated by any Governmental
Entity or Agency.


 


“Intellectual
Property” has the meaning set forth in Section 4.7.


 


“Liabilities”
means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, or
determined or determinable, including those arising under any law, action or governmental order and those arising under any contract,
agreement, arrangement, commitment or undertaking, or otherwise.


 


“Losses”
means, collectively, any and all damages, losses, taxes, Liabilities, claims, judgments, penalties, costs and expenses (including
reasonable legal fees and expenses).


 


“Material
Adverse Effect” means an effect which is material and adverse to the Purchased Assets taken as a whole, but does not
include: (i) any adverse effect due to changes in conditions generally affecting (A) the healthcare industry or (B) the United
States economy as whole, (ii) any change or adverse effect caused by, or relating to, the announcement of this Agreement and the
transactions contemplated by this Agreement or (iii) any adverse effect due to legal or regulatory changes.


 


“Mutual Confidential
Disclosure Agreement” means the Mutual Confidential Disclosure Agreement entered into by the parties dated May 18, 2010.


 


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


 


“Product(s)”
means the pharmaceutical or products now or hereafter described in the ANDAs.


 


“Purchase
Note” has the meaning set forth in Section 2.1.


 


“Purchase
Price” has the meaning set forth in Section 2.1.


 


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


 


“Security
Agreement” has the meaning set forth in Section 2.1.


 


“Territory”
means the United States and its territories, possessions, and commonwealths, including Puerto Rico.


 


“United States”
or “U.S.” or “U.S.A.” means the United States of America.


 


Section
1.2                 
Interpretation


 


When used in this Agreement
the words “include”, “includes” and “including” will be deemed to be followed by the words
“without limitation.” Any terms defined in the singular will have a comparable meaning when used in the plural, and
vice-versa.


 





{***} Confidential portions of this exhibit have been redacted
and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities
Exchange Act of 1934, as amended


  






    	 	-3-	Confidential



    	 



    




 


Section
1.3                 
Currency


 


All currency amounts
referred to in this Agreement are in United States Dollars, unless otherwise specified.


 


Article
2


 


SALE AND PURCHASE OF ASSETS


 


Section
2.1                 
Purchase and Sale


 


Upon the terms and
subject to the conditions of this Agreement, on the Closing Date, upon payment of the $10,000,000 purchase price (the “Purchase
Price”) in the form of a Senior Secured Convertible Promissory Note ( the “Purchase Note”), a copy
of the form of which is attached hereto as Exhibit B, payment and performance of which by Buyer is secured in accordance
with an ANDA Security Agreement in the form attached hereto as Exhibit C (the “Security Agreement”),
and by this reference incorporated herein, Seller will sell, assign, transfer, convey and deliver to Buyer, and Buyer will purchase,
acquire and accept, all right, title and interest, within the Territory, of Seller in, to and under the Purchased Assets.


 


Section
2.2                 
Purchased Assets


 


The term “Purchased
Assets” means the following properties, assets and rights of whatever kind and nature, tangible or intangible, of Seller
existing on the Closing Date that relate solely and exclusively to the ANDAs and any testing, data, studies, and formulations created
in connection therewith including but not limited to: (i) the ANDAs,
(ii) any correspondence with the FDA in Seller’s files with respect to the ANDAs, (iii) the right of reference to
the Drug Master Files, as set forth in the ANDAs; (iv) the ANDA Technology and Scientific Materials; (v) all rights to manufacture,
sell or otherwise exploit any products resulting therefrom including all rights to revenues generated therefrom; and (vi) a royalty
free limited license to use any ANDA Technology and Scientific Materials which is common to the Product and any other product of
Seller, but only for Buyer’s use in connection with the manufacture of any Product.


 


Section
2.3            Assumption
of Certain Liabilities and Obligations


 


From and after the Closing,
Buyer will assume, be responsible for and pay, perform and discharge when due only those Liabilities in connection with the Purchased
Assets, the use thereof and the later sale of any Product by Buyer arising from and after the Closing Date and only with respect
to events, conditions, actions or circumstances first arising after the Closing Date, including but not limited to (i) Liabilities
arising from any patent or trademark infringement claim or lawsuit brought by any Third Party, (ii) any product liability claim,
and (iii) Liabilities arising from FDA or any other Governmental Entity action or notification after the Closing Date (collectively,
the “Assumed Liabilities”). Notwithstanding the foregoing, Buyer will not assume or be liable for any Liabilities
arising in connection with the Product and the Purchased Assets manufactured prior to the Closing Date, including Liabilities resulting
from Third Party agreements of Seller or its Affiliates and Third Party claims arising out of acts or omissions of Seller prior
to Closing Date (collectively, the “Excluded Liabilities”).


 


{***} Confidential
portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request
in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended


 



    	 	-4-	Confidential



    	 



    




  


Article
3



 


CLOSING


 


Section
3.1                 
Closing Date


 


The closing of the
sale and transfer of the Purchased Assets (the “Closing”) will take place at the offices of either Buyer or
Seller or by fax, electronic delivery or mail, or other place as mutually agreed to by the Parties. The Closing shall take place
on the Effective Date or first Business Day following the execution of this Agreement; provided, however, all of
the conditions to each Party’s obligations under this Article have been satisfied or waived, or at such other time and date
as will be mutually agreed to by the Parties hereto (such date of the Closing being hereinafter referred to as the “Closing
Date”).





 


Section
3.2                 
Intentionally left blank.


 


Section
3.3                 
Conditions to Obligations of Buyer


 


The obligation of Buyer
to purchase the Purchased Assets from Seller is subject to the satisfaction on and as of the Closing of each of the following conditions,
unless waived by Buyer:


 


(a)               
Representations. The representations and warranties of Seller set forth in this Agreement will be true and
correct as of the Closing as though made on and as of the Closing, except to the extent such representations and warranties relate
to an earlier date (in which case such representation and warranties will be true and correct as of such earlier date).


 


(b)              
Performance of Obligations of Seller. Seller will have performed or complied in all material respects with
all obligations, conditions and covenants required to be performed by it under this Agreement at or prior to the Closing.


 


(c)               
Closing Deliveries. Seller will have executed and delivered to Buyer, dated as of the Closing Date, the (i)
Bill of Sale, and (ii) a “Transfer of Ownership” letter to the FDA, relating to each of the ANDAs, as prescribed in
21 CFR 314.72, and shall deliver to Buyer a certificate of the Secretary of State or other applicable Governmental Authority certifying
the good standing of Seller in its jurisdiction of organization as of a date within seven days of the Closing Date.


 


(d)              
ANDAs. As further described in Section 6.2, Seller will deliver the ANDAs to Buyer.


 


(e)               
No Government Rule enacted, entered, promulgated, enforced or issued by any Governmental Entity, Agency, or other
legal restraint or prohibition shall be pending, threatened or in effect, which would (i) prevent consummation of any of the transactions
contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation
or (iii) affect adversely the right of Purchaser to own or exploit the Purchased Assets.


 





{***} Confidential portions of this exhibit have been redacted
and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.










 



    	 	-5-	Confidential



    	 



    




 


Section
3.4                 
Conditions to the Obligations of Seller


 


The obligations of
Seller to sell, assign, convey, and deliver the Purchased Assets, or to cause the Purchased Assets to be sold, assigned, conveyed
or delivered, as applicable, to Buyer are subject to the satisfaction on and as of the Closing of each of the following conditions,
unless waived by the Seller:


 


(a)               
Representations and Warranties. The representations and warranties of Buyer set forth in this Agreement will
be true and correct in all material respects as of the Closing as though made on and as of the Closing, except: (i) to the extent
such representations and warranties expressly relate to an earlier date (in which case such representations and warranties will
be true and correct as of such earlier date) and (ii) for breaches of representations and warranties as to matters that individually
or in the aggregate would not materially interfere with Buyer’s performance of its obligations hereunder; and


 


(b)              
Closing Deliveries. Buyer shall have delivered to Seller, (i) an original executed copy of the Purchase Note
and Security Agreement, and (ii) a certificate of the Secretary of State or other applicable Governmental Authority certifying
the good standing of Buyer in its jurisdiction of organization as of a date within seven days of the Closing Date.


 


Article
4




 


REPRESENTATIONS
AND WARRANTIES OF SELLER


 


As
of each of the Effective Date and Closing Date, Seller hereby represents and warrants to Buyer as follows: 


 


Section
4.1                 
Seller Organization; Good Standing; Business


 


Seller is a limited
liability company, duly organized, validity existing and in good standing under the laws of the State of Delaware. Seller has the
requisite power and authority to own the Purchased Assets and to carry on its business as currently conducted. Seller is duly qualified
to conduct business as a foreign limited liability company and is in good standing in each jurisdiction where the nature of the
business conducted by it makes such qualification necessary, except where the failure to do so qualify or be in good standing would
not have a Material Adverse Effect. Seller, in the ordinary course of its business, regularly acquires and sells ANDAs.


 


Section
4.2                 
Authority; Execution and Delivery


 


Seller has the requisite
limited liability company power and authority to enter into this Agreement and to consummate the transaction contemplated. The
execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated have been validly authorized.
This Agreement has been executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement
by Buyer, will constitute the legal and binding obligation of Seller, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’
rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness,
good faith and fair dealing) regardless of whether considered in a proceeding in equity or at law.


 


{***} Confidential
portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request
in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended


 






    	 	-6-	Confidential



    	 



    

 


Section
4.3                 
Consents; No Violation, Etc.


 


The execution and delivery
of this Agreement do not, and the consummation of the transactions contemplated hereby and the compliance with the terms hereof
will not: (i) violate any Governmental Rule applicable to Seller, (ii) conflict with any provision of the certificate of incorporation
or by-laws or certificate of formation or operating agreement (or similar organizational document) of Seller, (iii) result in a
violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right
of termination, cancellation or acceleration) under, or result in the creation of any Encumbrance upon any of the Purchased Assets
(other than those imposed by the Security Agreement) under any of the terms, conditions or provisions of, any contract, agreement,
plan, understanding, undertaking, commitment or arrangement, whether written or oral, any note, bond, mortgage, indenture, lease,
license, deed of trust, loan, or other agreement, instrument or obligation to which Seller is a party or by which Seller or any
of the Purchased Assets may be bound, (iv) to the knowledge of Seller, violate any rights of any non-party, or (v) require any
approval, authorization, consent, license, exemption, filing or registration with any court, arbitrator or Governmental Entity,
except, with respect to the foregoing clauses (i) and (iii), for such violations or conflicts which would not have a Material Adverse
Effect or materially interfere with Seller’s performance of its obligations hereunder or, with respect to the foregoing clause
(v), for such approvals, authorizations, consents, licenses, exemptions, filings or registrations which have been obtained or made
or which, if not obtained or made, would not have a Material Adverse Effect or interfere with Seller’s performance of its
obligations hereunder.


 


Section
4.4                 
Litigation


 


To the knowledge of
Seller, there are no claims, suits, actions or other proceedings pending or threatened in writing against Seller at law or in equity
before or by any Governmental Entity or Agency, including but not limited to federal, state, municipal or other governmental department,
commission, board bureau, agency or instrumentality, domestic or foreign, which may in any way materially adversely affect the
performance of Seller’s obligations under this Agreement or the transactions contemplated hereby. There are no outstanding
claims, suits, actions, judgments, orders, injunctions, decrees or awards against Seller in connection with the Purchased Assets,
this Agreement or the transactions contemplated hereby that have not been satisfied in all material respects.


 


Section
4.5                 
Title to Purchased Assets; AS IS


 


Seller has good and
valid title to all of the Purchased Assets, as the case may be, free and clear of all Encumbrances. Buyer agrees that it is purchasing
and will take possession of the Purchased Assets in their AS IS condition and that Buyer has been given the opportunity
to conduct such investigations and inspections of the Purchased Assets as it deems necessary or appropriate.


 


{***} Confidential
portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request
in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended


 



    	 	-7-	Confidential



    	 



    

 


 


Section
4.6                 
Purchased Assets AS IS


 


SELLER DOES NOT
MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE FDA WILL APPROVE ANY FILINGS FOR OR RELATED TO THE ANDAS TRANSFERRED HEREUNDER
OR THAT BUYER WILL EVER BE ABLE TO PRODUCE A COMMERICALLY SALEABLE PRODUCT AS TO THE ANDAS. SELLER FURTHER MAKES NO REPRESENTATIONS
AS TO THE ADEQUACY OR COMPLETENESS OF THE FORMULATION OR OTHER DATA UNDERLYING THE ANDAS AND FURTHER MAKES NO REPRESENTATION AS
TO THE REGULATORY SUFFICIENCY OF THE ANDAS.


 


Section
4.7                 
Intellectual Property. 


 


Seller
owns or possesses adequate and enforceable licenses or other rights to use all “Intellectual Property” as defined below,
is not in default under any such licensing or similar agreement and has not received any notice or has knowledge of conflict with
or infringement (or alleged infringement) of any rights of others. Seller has no notice or knowledge that any of the Intellectual
Property is being infringed upon or appropriated by any third party. The use of any Intellectual Property and other technical or
proprietary data related to the Purchased Assets has not required and does not require the payment of any royalty or similar payment
to any person, firm or corporation, and, immediately following the Closing, Buyer will have good and marketable title thereto,
free and clear of any Encumbrances. “Intellectual Property”
means all inventions, improvements, patents, utility models, designs, trade names, trade dress, trade secrets, trademarks, service
marks, copyrights, know-how and other proprietary rights (including all grants, registrations or applications therefor), and all
goodwill associated therewith, relating to the Purchased Assets or necessary for exploitation of the Purchased Assets, including,
without limitation, any trade name, trademark or service mark.


 


Section
4.8                 
Full Disclosure


 


No
representation or warranty of Seller in this Agreement (including the Schedules attached hereto) and no statement of Seller contained
in any document or certificate contemplated by this Agreement, considered as a whole with all other representations, warranties
and statements, contains or will contain any untrue statement of material fact or omits or will omit to state any material fact
necessary, in light of the circumstances under which it was made, in order to make the statements herein or therein not misleading.



 


Section
4.9                 
Exclusive Representations and Warranties


 


Other than the representations
and warranties set forth in this Article 4VI, Seller is not making any other representations or warranties, express or implied,
with respect to the Purchased Assets.


 


Article
5


 

REPRESENTATIONS OF BUYER


 


As of each of the Effective
Date and Closing Date, Buyer hereby represents and warrants to Seller as follows:


 





{***} Confidential portions of this exhibit have been redacted
and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.







 






    	 	-8-	Confidential



    	 



    

  


Section
5.1                 
Buyer’s Organization; Good Standing


 


Buyer is a corporation
duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer is not in arrears of any taxes
and is not under investigation by any Governmental Entity. Buyer has requisite corporate power and authority to carry on its business
as it is currently being conducted. Buyer is qualified to conduct business as a foreign corporation and is in good standing in
every jurisdiction where the nature of the business conducted by it makes such qualification necessary, except where the failure
to so qualify or be in good standing would not prevent or materially delay the consummation of the transactions contemplated hereby.


 


Section
5.2                 
Authority; Execution and Delivery


 


Buyer has the corporate
power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been authorized. This Agreement has
been executed and delivered by Buyer and, assuming the due authorization, execution and delivery of this Agreement by Seller, constitutes
the legal and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally
from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith
and fair dealing regardless) of whether considered in a proceeding in equity or at law.


 


Section
5.3                 
Consents; Notices; No Violations, Etc.


 


The execution and delivery
of this Agreement do not, and the consummation of the transactions contemplated hereby and the compliance with the terms hereof
will not: (i) violate any Governmental Rule, (ii) conflict with any provision of the certificate of incorporation or by-laws of
Buyer, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default
(or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Encumbrance upon
any of the Purchased Assets (other than those imposed by the Security Agreement) under any of the terms, conditions or provisions
of, any contract, agreement, plan, understanding, undertaking, commitment or arrangement, whether written or oral, any, note, bond,
mortgage, indenture, lease, license, deed of trust, loan, or other agreement, instrument or obligation to which Buyer is a party
or (iv) require any approval, authorization, consent, license, exemption, filing or registration with any court, arbitrator or
Governmental Entity, except with respect to the foregoing clauses (i) and (iii), for such violations or conflicts which would not
materially interfere with Buyer’s performance of its obligations hereunder or, with respect to the foregoing clause (iv),
for such approvals, authorizations, consents, licenses, exemptions, filings or registrations which have been obtained or made or
which, if not obtained or made, would not materially interfere with Buyer’s performance of its obligations hereunder.


 


Section
5.4                 
Litigation


 


As of the date hereof,
there is no suit, claim, action, investigation or proceeding pending or, to the knowledge of Buyer, threatened against Buyer or
any of its Affiliates which if adversely determined would delay the ability of Buyer to perform any of its obligations hereunder.


 


{***} Confidential
portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request
in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended


 






    	 	-9-	Confidential



    	 



    

  


Section
5.5                 
Status of ANDAs


 


Buyer has reviewed
each of the ANDAs, recognizes that they may be subject to additional scrutiny by the FDA as a result of the Consent Decree, and
recognizes and assumes all risks and costs directly or indirectly associated with the ANDAs, obtaining FDA approval to transfer
the manufacturing site for the ANDAs and the Products.


 


Section
5.6                 
Assumption of Regulatory Commitments


 


From and after the
Closing Date, Buyer will assume control of and responsibility for all costs, obligations and Liabilities arising from or related
to, any commitments or obligations to any Governmental Entity involving the ANDAs and any of the other Purchased Assets.


 


Article
6


 




OTHER AGREEMENTS


 


Section
6.1                 
Confidentiality


 


The parties agree that
the exchange of confidential information and materials relating to the Purchased Assets and the terms and conditions contained
in this Agreement shall be governed by the Mutual Confidential Disclosure Agreement, which is hereby incorporated herein by reference
in its entirety.  The term of the Mutual Confidential Disclosure Agreement is hereby extended by the parties for five (5)
years beyond the term of the Agreement. 


 


Section
6.2                 
Transfer of ANDAs and Technology Transfer Assistance


 


For a period of 30
days from and after the Closing Date, Seller will cooperate with Buyer in disclosing and copying any relevant records and reports
which are required to be made, maintained and reported pursuant to Governmental Rules in the Territory with respect to the ANDA
that is a part of the Purchased Assets, including ANDA documents, marketing and regulatory authorizations and a tech-transfer package
containing analytical methods, master batch records, validation reports, Annual Product Reports, finished product and raw material
specifications, and retain samples, in each case to the extent they are available. The Parties will make reasonable efforts to
recover any missing regulatory documents (original ANDA and any amendments or supplements thereto) from FDA and to take any other
actions required by the FDA to effect the transactions contemplated herein.


 


Section
6.3                 
Intentionally left blank. 


 


Section
6.4                 
Further Action; Consents; Filings


 


Upon the terms and
subject to the conditions hereof, Seller and Buyer will use their respective reasonable efforts to: (i) take, or cause to be taken,
all actions necessary and proper under applicable Governmental Rules or otherwise to satisfy the conditions to ClosingXI and consummate
and make effective the transactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents,
licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made in connection with the authorization,
execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and (iii) make
all necessary filings, and thereafter make any other advisable submissions, with respect to this Agreement and the transactions
contemplated by this Agreement required under any applicable Governmental Rules. The parties will cooperate with each other in
connection with the making of all filings, including by providing all such non-confidential documents to the other party hereto
and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection
therewith. Seller and Buyer will furnish all information required for any application or other filing to be made pursuant to the
rules and regulations of any applicable Governmental Rules in connection with the transactions contemplated by this Agreement.


 


{***} Confidential
portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request
in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended


 






    	 	-10-	Confidential



    	 



    

  


Article
7


 




TERMINATION AMENDMENT AND WAIVER


 


Section
7.1                 
Termination


 





(a)This Agreement
may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing:


 


		(i)	by mutual written consent of Seller and Buyer; or



 


		(ii)	by Buyer if any of the conditions set forth in Section
3.3 will have become incapable of fulfillment and will not have been waived by Buyer; or



 


		(iii)	by Seller if any of the conditions set forth in Section
3.4 will have become incapable of fulfillment and will not have been waived by Seller,



 


provided,
the party seeking termination pursuant to clause (ii) or (iii) is not in breach of any of its representations, warranties, covenants
or agreements contained in this Agreement.


 


(b)In
the event of termination of this Agreement by either party pursuant to this Section, written notice thereof will be given to the
other party and the transactions contemplated by this Agreement will be terminated, without further action by either party. If
this Agreement is terminated as provided herein:


 


		(i)	Buyer will return the Purchased Assets and all documents
and other material received from Seller relating to the Purchased Assets and to the transactions contemplated hereby, whether
so obtained before or after the execution hereof, to Seller; and



 


		(ii)	All confidential information received by Buyer with respect
to Seller, the Purchased Assets will be continued to be treated confidential in accordance with the Mutual Confidential Disclosure
Agreement.





  


{***} Confidential
portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request
in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended


 






    	 	-11-	Confidential



    	 



    






 


Section
7.2                 
Amendments and Waivers


 


This Agreement may
not be amended except by an instrument in writing signed by both parties hereto. By an instrument in writing, Buyer, on the one
hand, or Seller, on the other hand, may waive compliance by the other party with any term or provision of this Agreement that such
other party was or is obligated to comply with perform.


 


Article
8


 


INDEMNIFICATION


 


Section
8.1                 
Survival


 


All representations
and warranties of Seller and Buyer contained herein or made pursuant hereto will survive the Closing Date for an indefinite period
or until such time as Buyer and Seller shall mutually agree in writing. The covenants and agreements of the parties hereto contained
in this Agreement will survive and remain in full force for the applicable periods described herein or, if no such period is specified,
indefinitely. Any right of indemnification pursuant to this ArticleXIII with respect to a claimed breach of a representation, warranty,
covenant, agreement or obligation shall expire only upon written release by the party whom such representation, warranty, covenant,
agreement or obligation is owed. The provisions of this Section 8.113.1 will survive for so long as any other Section of
this Agreement will survive.


 


Section
8.2                 
Indemnification















 


(a)Seller Indemnification.
Seller hereby agrees to indemnify and defend Buyer and its Affiliates, and their respective officers, directors and employees (the
“Buyer Indemnified Parties”) against, and agrees to hold them harmless from, any Losses to the extent such Losses
arise from or in connection with the following:


 


(i)breach or alleged breach by Seller and/or any of
its Affiliates or successors in interest thereto of any representation or warranty made by it contained in this Agreement;


 


(ii)any breach or alleged breach by Seller and/or any
of its Affiliates or successors in interest thereto of any of its covenants, agreements or obligations contained in this Agreement;
or


 


(iii)events, conditions actions or circumstances arising
prior to the Closing;


 


provided, that Seller’s aggregate
liability in respect of all Losses suffered or incurred by Buyer Indemnified Parties shall not exceed, and Seller will have no
obligation to compensate any Buyer Indemnified Party for Losses in excess of, an aggregate amount equal to the Purchase Price.
Seller may satisfy any obligation hereunder to compensate Buyer Indemnified Parties by a reduction in the unpaid balance of the
Purchase Note; and, if the amount of such Losses exceeds the unpaid portion of the Purchase Note, then, to the extent that any
portion of the Purchase Price or the payments due on the Purchase Note have been paid in the form of shares of stock in Buyer,
Seller may pay such excess Losses with shares of common stock in Buyer. If Seller elects to use common stock in Buyer to compensate
the excess Losses suffered or incurred by the Buyer Indemnified Parties, then the value of each share shall be the average closing
price of a share of Buyer’s common stock on the principal trading market on which such shares are then trading for the 10
trading days immediately preceding the date on which the shares are delivered in payment.


 





{***} Confidential portions of this exhibit have been redacted
and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.







 






    	 	-12-	Confidential



    	 



    




 


(b)Buyer Indemnification.
Buyer hereby agrees to indemnify and defend Seller and its Affiliates and related companies, and their respective officers, directors
and employees (the “Seller Indemnified Parties”) against, and agrees to hold them harmless from, any Losses
to the extent such Losses arise from or in connection with the following:


 


(i)any breach or alleged breach by Buyer and/or any
of its Affiliates or successors in interest of any representation or warranty made by it contained in this Agreement;


 


(ii)any breach or alleged breach by Buyer and/or any
of its Affiliates or successors in interest of any of its covenants, agreements or obligations contained in this Agreement; or


 


(iii)any and all liability in connection with the use
and sale of the Product(s) by Buyer or the ANDAs


 


provided, that Buyer’s aggregate
liability in respect of all Losses suffered or incurred by Seller Indemnified Parties shall not exceed, and Buyer will have no
obligation to compensate any Seller Indemnified Party for Losses in excess of, an aggregate amount equal to the Purchase Price.


 


Section
8.3                 
Procedure


 


(a)               
In order for an Indemnified Party under this Article 8XIII (an “Indemnified Party”) to
be entitled to any indemnification provided for under this Agreement, the Indemnified Party will, within a reasonable period of
time following the discovery of the matters giving rise to any Losses, notify its applicable insurer and the indemnifying party
under this Article XIII8 (the “Indemnifying Party”) in writing of its claim for indemnification for such
Losses, specifying in reasonable detail the nature of the Losses and the amount of the liability estimated to accrue therefrom;
provided, however, that failure to give notification will not affect the indemnification provided hereunder, except
to the extent the Indemnifying Party will have been actually prejudiced as a result of the failure. Thereafter, the Indemnified
Party will deliver to the Indemnifying Party, within a reasonable period of time after the Indemnified Party’s receipt of
such request, all information, records and documentation reasonably requested by the Indemnifying Party with respect to such Losses.
The Indemnifying Party shall control all litigation reflecting to the indemnification. Without limiting the foregoing, the Indemnified
Party shall control choice of counsel, staffing, and all decisions to be made with the litigation.


 


(b)        
If the indemnification sought pursuant hereto involves a claim made by a non-party against the Indemnified Party
(a “Non-Party Claim”), the Indemnifying Party will be entitled to participate in the defense of such Non-Party
Claim and, if it so chooses, to assume the defense of such Non-Party Claim with counsel selected by the Indemnifying Party. Should
the Indemnifying Party so elect to assume the defense of a Non-Party Claim, the Indemnifying Party will not be liable to the Indemnified
Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying
Party assumes such defense, the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the reasonable
fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed
the defense thereof (other than during any period in which the Indemnified Party will have failed to give notice of the Non-Party
Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Non-Party Claim, all of the parties hereto
will cooperate in the defense or prosecution thereof. Such cooperation will include the retention and (upon the Indemnifying Party’s
request) the provision to the Indemnifying Party of records and information, which are reasonably relevant to such Non-Party Claim,
and making employees available on a mutually convenient basis to provide additional information and explanation of any material
provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Non-Party Claim, the Indemnifying Party will seek
the approval of the Indemnified Party (not to be unreasonably withheld) to any settlement, compromise or discharge of such Non-Party
Claim the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the
liability in connection with such Non-Party Claim. Whether or not the Indemnifying Party will have assumed the defense of a Non-Party
Claim, the Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, such Non-Party Claim
without the Indemnifying Party’s prior written consent. The Indemnifying Party shall reimburse upon demand, all reasonable
costs and expenses incurred by the Indemnified Party in cooperation with the defense or prosecution of the Non-Party Claim.


 


{***} Confidential
portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request
in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended


 



    	 	-13-	Confidential



    	 



    

 


Section
8.4                 
Exclusive Remedy.


 


The indemnification
rights provided in this Article 8 shall constitute the sole and exclusive remedy with respect to all claims of any kind or nature
related to, or arising out of, or in connection with, any breach of or inaccuracy in any representation, warranty or covenant contained
in this Agreement (other than claims arising from fraud or intentional misrepresentation on the part of a party in connection with
the transactions contemplated by this Agreement). Nothing in this Section 8.4 shall limit any party's right to seek and obtain
any equitable relief, including specific performance, to which any party shall be entitled or to seek any remedy on account of
any party's fraudulent or intentional misrepresentation.


 


Article
9







GENERAL PROVISIONS


Section
9.1                 
Expenses


 


Except as otherwise
specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants,
incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs
and expenses, whether or not the Closing will have occurred.


 


Section
9.2                 
Further Assurances and Actions


 


Each of the parties
hereto, upon the request of the other party hereto, whether before or after the Closing and without further consideration, will
do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all such further acts, deeds, documents,
assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary to effect complete consummation
of the transactions contemplated by this Agreement. Seller and Buyer agree to execute and deliver such other documents, certificates,
agreements and other writings and to take such other actions as may be reasonably necessary in order to consummate or implement
expeditiously the transactions contemplated by this Agreement.


  


{***} Confidential
portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request
in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended


 



    	 	-14-	Confidential



    	 



    

 


Section
9.3                 
Notices


 


All notices and other
communications required or permitted to be given or made pursuant to this Agreement shall be in writing signed by the sender and
shall be deemed duly given: (a) on the date delivered, if personally delivered, (b) on the date sent by facsimile with automatic
confirmation by the transmitting machine showing the proper number of pages were transmitted without error, (c) on the Business
Day after being sent by Federal Express or another recognized overnight mail service which utilizes a written form of receipt for
next day or next business day delivery, or (d) upon receipt after mailing, if mailed by United States postage-prepaid certified
or registered mail, return receipt requested, in each case addressed to the applicable party at the address set forth below: provided
that a party may change its address for receiving notice by the proper giving of notice hereunder:


 


		 	(a)	if to Seller, to:



  


Mikah Pharma LLC


20 Kilmer Drive


Hillsborough, New Jersey, 08844


Attention: Nasrat Hakim, President


Fax No.: (908) 450-1318


 


		 	(b)	if to Buyer, to:



 


			Elite Laboratories, Inc.



			165 Ludlow Avenue



		Northvale,	New Jersey 0764760



			Attn: Jerry Treppel



Fax No.:
(201) 750-2755


 


With a courtesy
copy, which shall not constitute notice hereunder, sent to:


 


			



Richard Feiner,
Esq.


381 Park Avenue
South


16th
floor


New York, NY 10016


			Attn: Richard Feiner



			Fax No.: (917) 720-0863



 


Section
9.4                 
Headings


 


The table of contents
and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation
of this Agreement.


 





{***} Confidential portions of this exhibit have been redacted
and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.







 



    	 	-15-	Confidential



    	 



    




 


Section
9.5                 
Severability


 


If any term or other
provision of this Agreement is invalid, illegal or incapable of being enforced under any law or public policy, all other terms
and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that
any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto will negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner
in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 


Section
9.6                 
Counterparts


 


This Agreement may
be executed in one (1) or more counterparts, all of which will be considered one and the same agreement and will become effective
when one or more counterparts have been signed by each of the Parties hereto and delivered to the other parties hereto. This Agreement,
once executed by a Party, may be delivered to the other Party hereto by facsimile or electronic transmission of a copy of this
Agreement bearing the signature of the Party so delivering this Agreement. A faxed or electronically delivered signature shall
have the same legally binding effect as an original signature.


 


Section
9.7                 
Entire Agreement: No Non-Party Beneficiaries


 


This Agreement and
the Exhibits and Schedules hereto constitute the entire agreement and supersede all prior agreements and understandings both written
and oral (including any letter or intent, memorandum of understanding electronic communicators, e-mail or term sheet), between
or among the parties hereto with respect to the subject matter hereof. Except as specifically provided herein or therein, such
agreements are not intended to confer upon any non-party other than the parties hereto any rights or remedies hereunder or thereunder.


 


Section
9.8                 
Governing Law


 


This Agreement and
any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with
the laws of the State of New Jersey, U.S.A. applicable to agreements made and to be performed entirely in such state, without giving
effect to the conflict of law principles thereof.


 


Section
9.9                 
Jurisdiction, Venue, Service of Process


 


Buyer and Seller agree
to irrevocably submit to the sole and exclusive jurisdiction of the state or federal courts in the state of New Jersey for any
suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Notwithstanding the foregoing,
only if such suit, action or other proceeding may not be brought in New Jersey, it may instead be brought in a Delaware court of
appropriate jurisdiction. Each party agrees that service of any process, summons, notice or document by U.S. registered mail or
recognized international courier service to such party’s address set forth in Section 14.3this Agreement shall be effective
service of process.


 


{***} Confidential
portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request
in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended


 



    	 	-16-	Confidential



    	 



    

 


Section
9.10             
Specific Performance


 


The parties hereto
agree that irreparable damage would occur in the event any provision of this Agreement were not performed in accordance with the
terms hereof and that the parties will be entitled to specific performance of the terms hereof, in addition to any other remedy
at law or in equity, without the necessity of demonstrating the inadequacy of monetary damages and without the posting of a bond.


 


Section
9.11             
Force Majeure


 


Neither party will
be in default of this Agreement to the extent that performance of its obligations (other than obligations to pay amounts owed under
this Agreement) is delayed or prevented by reason of events or circumstances beyond its reasonable control, including without limitation,
earthquake, flood or other acts of God, fire, explosion, terrorism, war, compliance with laws, regulations or governmental or judicial
orders, labor disputes, unavailability of transportation (“Force Majeure”). Should either party be delayed in
or prevented from performing any of its obligations under this Agreement by reason of Force Majeure, such party shall give prompt
notice thereof to the other party and shall be obligated to perform the affected obligations within sixty (60) days after the Force
Majeure ceases to delay or prevent performance thereof.


 


Section
9.12             
Publicity


 


Neither party will
make any public announcement concerning, or otherwise publicly disclose, any information with respect to the transactions contemplated
by this Agreement or any of the terms and conditions hereof without the prior written consent of the other parties hereto. Notwithstanding
the foregoing, either party may make any public disclosure concerning the transactions contemplated hereby that in the opinion
of such party’s counsel may be required by law or the rules of any stock exchange on which such party’s or its Affiliates’
securities trade; provided, however, the party making such disclosure will provide the non-disclosing party with
a copy of the intended disclosure reasonably, and to the extent practicable, prior to public dissemination, and the parties hereto
will coordinate with one another regarding the timing, form and content of such disclosure. Notwithstanding the foregoing, after
the Closing, Buyer may publicize its ability to market and sell the Product(s) without approval from Seller.


 


Section
9.13             
Schedules and Exhibits.


 


The Schedules and all
Exhibits attached hereto are hereby incorporated by reference into, and made a part of, this Agreement.


 


Section
9.14             
Ambiguities.


 


Each Party and its
counsel have participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities
are to be resolved against the drafting party shall not apply in interpreting this Agreement. The language in this Agreement shall
be interpreted as to its fair meaning and not strictly for or against any Party.


 





{***} Confidential portions of this exhibit have been redacted
and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.







 






    	 	-17-	Confidential



    	 



    




 


Section
9.15             
Assignment


 


Neither party may assign
its rights or obligations under this Agreement without the prior written consent of the other party; provided, however,
that either party may assign its rights and obligations under this Agreement, without the prior written consent of the other party,
to an Affiliate or to a successor of the assignment party by reason of merger, sale of all or substantially all of its assets or
any similar transaction. Any permitted assignee or successor-in-interest will assume all obligations of its assignor under this
Agreement. No assignment will relieve either party of its responsibility for the performance of any obligation. This Agreement
will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.


 


[signature page follows]


 


{***}
Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment
request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended


 



    	 	-18-	Confidential



    	 



    

  






IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be signed by their respective representatives thereunto duly authorized, all as
of the date first written above.


 





	 	MIKAH PHARMA LLC	 	 	ELITE LABORATORIES, INC. 
	 	 	 	 	 
	By:	s/Nasrat Hakim		By:	s/Jerry Treppel
	 	Nasrat Hakim, President and CEO	 	 	Jerry Treppel, Chief Executive Officer







 





{***} Confidential portions of this exhibit have been redacted
and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.










 




    	 	-19-	Confidential



    	 



    

 


[Redacted Version]


Execution Copy: August 1, 2013







 


SCHEDULE 1


 


ABBREVIATED NEW DRUG APPLICATIONS


 


 


	Number	Description	Status
	{***}	{***}	Approved ANDA
	 	 	 
	{***}	{***}	Approved ANDA
	{***}	{***}	Approved ANDA
	{***}	{***}	Approved ANDA
	{***}	{***}	Approved ANDA
	{***}	{***}	Approved ANDA
	{***}	{***}	Approved ANDA
	{***}	{***}	Approved ANDA
	{***}	{***}	Approved ANDA
	{***}	{***}	Approved ANDA
	{***}	{***}	Approved ANDA
	{***}	{***}	Approved ANDA
	Pending:	 	 
	{***}	{***}	Pending ANDA
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


 


__________________________________


{***}
Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment
request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended


 



 




    	 	-1-	Confidential



    	 



    

 





EXHIBIT A


 


BILL OF SALE


 





THIS BILL OF SALE,
dated August 1, 2013, is executed by Mikah Pharma LLC (“Seller”), a limited liability company organized under the laws
of Delaware in favor of Elite Laboratories, Inc. (“Buyer”), a corporation incorporated under the laws of Delaware,
pursuant to the Asset Purchase Agreement, dated August 1, 2013 (the “Agreement”), by and between Seller and Buyer.
Capitalized terms used but not defined herein have the meanings given to them in the Agreement.


 


i.The Agreement provides for, among
other things, the sale of the Purchased Assets by Seller to Buyer.


 


ii.In consideration
of the payment of the amounts set forth in the Agreement, Seller by this Bill of Sale does hereby, sell, transfer, assign and deliver
to Buyer, all of its rights, title and interest in and to the Purchased Assets.


 


iii.Seller hereby
represents that from time to time after the delivery of this instrument, at Buyer’s request and without further consideration,
Seller will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further
acts, deeds, conveyances, transfers, assignments, powers of attorney and assurances as reasonably may be required more effectively
to convey, transfer to and vest in Buyer, and to put Buyer in possession of, the Purchased Assets.


 


iv.This instrument
is executed by, and will be binding upon, Seller and its successors and assigns for the uses and purposes set forth herein.


 


v.This Bill of
Sale shall be construed and enforced in accordance with the laws of the State of New Jersey.


 


 





IN WITNESS WHEREOF,
this Bill of Sale has been duly executed and delivered by Seller as of the date and year first written above.


 





	 	MIKAH PHARMA LLC 	 
	 	 	 
	By: 	s/Nasrat Hakim	 
	 	Nasrat Hakim, President and CEO	 







 


__________________________________


{***}
Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment
request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended


 







    	 	-1-	Confidential



    	 



    

 





[Redacted Version]


Execution Copy: August 1, 2013







 


EXHIBIT B


 


FORM OF SECURED CONVERTIBLE PROMISSORY
NOTE


 


 








 


 


 


 


 


 


 


 


 


__________________________________


{***}
Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment
request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended


  




    	 	-1-	Confidential



    	 



    

  


[Redacted Version]


Execution Copy: August 1, 2013







 


 


EXHIBIT C


 


FORM OF ANDA SECURITY AGREEMENT


 


 


 


 


 


 


 


 


 


 


 


 





 


 


__________________________________


{***}
Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment
request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended


 











 








    	 	-1-	Confidential