TREATMENT
[***] Indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been separately filed with the
SEC.
APPLICABLE REGULATORY LOCAL LAWS AND, TO THE EXTENT SUCH GOVERNMENTAL
AUTHORIZATIONS AND REGISTRATIONS CAN BE TRANSFERRED TO THE PURCHASER OR THE
PURCHASER'S AFFILIATES, THE NEED FOR THE CONSENT OF THE GOVERNMENTAL AUTHORITIES
TO SUCH TRANSFER. FOLLOWING THE CLOSING, THE SELLER SHALL PROMPTLY PROVIDE THE
PURCHASER OR THE PURCHASER'S AFFILIATES WITH ALL REASONABLE ASSISTANCE AND
SUPPORT FOR THE PREPARATION, NOTARIZATION AND LEGALIZATION OF THE DOCUMENTS
REQUIRED FOR, AND TAKE ALL ACTIONS TO ASSIGN AND TRANSFER TO THE PURCHASER OR
ITS AFFILIATES, GOVERNMENTAL AUTHORIZATIONS AND REGISTRATIONS USED IN OR RELATED
TO THE BUSINESS OR ANY TRANSFERRED ASSET OF THE BUSINESS OR REQUIRED FOR THE
OWNERSHIP OR USE OF ANY TRANSFERRED ASSET OF THE BUSINESS OR THE OPERATION OF
THE BUSINESS.
8.18.5
NOTHING IN THIS CLAUSE 8.18 SHALL BE DEEMED A WAIVER BY
THE PURCHASER OF ITS RIGHTS TO HAVE RECEIVED ON OR BEFORE THE CLOSING AN
EFFECTIVE ASSIGNMENT OF ALL OF THE TRANSFERRED ASSETS OF THE BUSINESS OR OF THE
COVENANT OF THE SELLER TO OBTAIN ALL CONSENTS, NOR SHALL THIS CLAUSE 8.18 BE
DEEMED TO CONSTITUTE AN AGREEMENT TO EXCLUDE FROM THE TRANSFERRED ASSETS OF THE
BUSINESS ANY OF THE ASSETS DESCRIBED UNDER CLAUSE 2.1.
8.18.6
IF THE PARTIES DETERMINE THAT AN ASSET, RIGHT OR
PROPERTY THAT IS A TRANSFERRED ASSET OF THE BUSINESS PURSUANT TO THE TERMS OF
CLAUSE 2.1 WAS NOT TRANSFERRED TO THE PURCHASER PURSUANT TO CLAUSE 2.1 AND THE
ANCILLARY AGREEMENTS OR LICENSED TO THE PURCHASER PURSUANT TO CLAUSE 8.14, THEN
THE SELLER SHALL IMMEDIATELY, OR SHALL CAUSE ITS AFFILIATES AS NECESSARY, TO
ASSIGN, AT NO ADDITIONAL CONSIDERATION, ALL RIGHT, TITLE AND INTEREST IN AND TO
SUCH TRANSFERRED ASSET OF THE BUSINESS TO THE PURCHASER AND TAKE ALL NECESSARY
ACTIONS TO OBTAIN ANY NECESSARY CONSENTS TO DO SO.
8.19
PROPOSED TRANSACTION NOTICE AND EXERCISE OF RIGHT
OF FIRST NEGOTIATION REGARDING THE BUSINESS AND THE TRANSFERRED ASSETS OF THE
BUSINESS.
8.19.1
PROPOSED TRANSACTION NOTICE.
IF AT ANY TIME DURING THE
PERIOD FIVE (5) YEARS AFTER THE CLOSING EITHER THE PURCHASER DESIRES TO (A) SELL
OR TRANSFER THE BUSINESS OR THE MAJORITY OF THE TRANSFERRED ASSETS OF THE
BUSINESS TO ONE OR MORE THIRD PARTIES (WHETHER THROUGH ONE TRANSACTION OR A
SERIES OF TRANSACTIONS) IN A TRANSACTION OR TRANSACTIONS WHERE THE TRANSFERRED
ASSETS REPRESENT A MAJORITY OF THE ASSETS BEING SOLD OR TRANSFERRED BY THE
PURCHASER IN SUCH TRANSACTION OR SERIES OF TRANSACTIONS OR (B) SET UP A NEW
JOINT VENTURE IN INDIA FOR GENERIC NPNC AND BIOSIMILAR INJECTABLE DOSAGE FORMS
(EXCLUDING ONCOLOGY) (THE "PROPOSED TRANSACTION"), THEN THE PURCHASER SHALL,
PRIOR TO HOLDING DISCUSSIONS WITH OR SOLICITING OFFERS FROM ANY THIRD PARTY,
GIVE WRITTEN NOTICE OF ITS DESIRE TO ENTER INTO SUCH PROPOSED TRANSACTION (THE
"PROPOSED TRANSACTION NOTICE") TO THE SELLER, AND PROVIDE THE SELLER (OR AN
AFFILIATE OF THE SELLER TO BE DESIGNATED BY SELLER) WITH THE RIGHT TO
EXCLUSIVELY NEGOTIATE WITH