ORIGINALS OF ALL PRIOR DEEDS OF ASSIGNMENT AND OTHER DOCUMENTS PURSUANT TO WHICH
THE SELLER OR ITS AFFILIATE HAS DERIVED ITS TITLE TO THE PURCHASED INTELLECTUAL
PROPERTY;
7.2.1(C)
FOR EACH PARCEL OF LEASED BUSINESS REAL PROPERTY, A
LEASE DEED AND ANY NOVATIONS, ASSIGNMENTS AND CONSENTS AS MAY BE NECESSARY TO
TRANSFER THE RIGHT, TITLE AND INTEREST IN THE LEASED BUSINESS REAL PROPERTY IN
FAVOUR OF THE PURCHASER IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE
PURCHASER (THE "LEASE DEEDS") DULY STAMPED AND EXECUTED BY THE SELLER AND THE
APPLICABLE THIRD PARTY TO THE APPLICABLE RENTAL OR LEASE CONTRACT;
7.2.1(D)
FOR EACH CONTRACT LISTED ON SCHEDULE 5.1.6, SUCH
DOCUMENTS, INCLUDING NOVATIONS AND CONSENTS, AS MAY BE NECESSARY TO TRANSFER THE
RIGHTS AND OBLIGATIONS OF THE SELLER UNDER SUCH CONTRACTS;
7.2.1(E)
THE ESCROW AGREEMENT DULY STAMPED AND EXECUTED BY THE
SELLER AND THE ESCROW AGENT;
7.2.1(F)
THE TRANSITION SERVICES AGREEMENT DULY STAMPED AND
EXECUTED BY THE SELLER;
45
CONFIDENTIAL 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.
7.2.1(G)
THE ORAL CEPH CONTRACT MANUFACTURING AGREEMENT DULY
STAMPED AND EXECUTED BY THE SELLER;
7.2.1(H)
THE API SUPPLY AGREEMENT DULY STAMPED AND EXECUTED BY
THE SELLER;
7.2.1(I)
A RECEIPT FROM THE SELLER IN A FORM REASONABLY
SATISFACTORY TO THE PURCHASER FOR THE AMOUNT OF THE CASH CONSIDERATION LESS THE
SUM OF (I) THE ESCROW AMOUNT PLUS (II) ANY WITHHOLDING REQUIRED UNDER APPLICABLE
LAW;
7.2.1(J)
A "CONSENT AND NO OBJECTION CERTIFICATE" FOR THE
SELLER FROM THE CONCERNED ASSESSING OFFICER OF INCOME TAX PURSUANT TO
SECTION 281 OF THE TAX ACT FOR THE SALE OF THE BUSINESS AND THE TRANSFERRED
ASSETS OF THE BUSINESS, AS CONTEMPLATED HEREUNDER;
7.2.1(K)
A CERTIFICATE EXECUTED BY THE STATUTORY AUDITOR OF
THE SELLER IN AGREED FORM CERTIFYING THAT: (I) ALL CONTRIBUTIONS REQUIRED TO BE
MADE IN RESPECT OF THE TRANSFERRED EMPLOYEES TO ANY BUSINESS EMPLOYEE PLAN BY
APPLICABLE LAW AND THE TERMS OF SUCH BUSINESS EMPLOYEE PLAN FOR ALL PERIODS UP
TO THE CLOSING DATE HAVE BEEN TIMELY MADE OR PAID IN FULL; AND (II) SPECIFYING
THE BALANCES THAT WOULD BE REQUIRED TO BE TRANSFERRED TO THE PURCHASER OR IN
RESPECT OF WHICH THE APPLICABLE INSURANCE POLICY WOULD NEED TO BE ASSIGNED OR
FOR WHICH THE PURCHASER WOULD BE REQUIRED TO OBTAIN AN INSURANCE POLICY;
7.2.1(L)
AN ACTUARIAL VALUATION REPORT OF GRATUITY LIABILITY
FOR THE SELLER WITH RESPECT TO THE BUSINESS EMPLOYEES OF THE SELLER PREPARED BY
AN ACTUARY SELECTED BY THE PURCHASER;
7.2.1(M)
THE LENDER RELEASES AND CONSENTS REQUIRED PURSUANT TO
CLAUSE 5.1.10;
7.2.1(N)
A CERTIFICATE IN THE FORM OF EXHIBIT G, DATED AS OF
THE CLOSING DATE, EXECUTED BY THE SELLER CONFIRMING THE SATISFACTION OF THE
CONDITIONS SPECIFIED IN CLAUSE 5.1.1 - 5.1.12 (INSOFAR AS CLAUSE 5.1.8 RELATES
TO PROCEEDINGS INVOLVING THE SELLER OR ITS AFFILIATES);
7.2.1(O)
THE FILL/FINISH NCE CONTRACT MANUFACTURING AGREEMENT
DULY STAMPED AND EXECUTED BY THE SELLER (IF EXECUTED BY THE SELLER AND THE
PURCHASER PRIOR TO THE