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Agreement for Purchase and Sale of Assets
Agreement for Purchase and Sale of Assets (76K)
Doc #281715: Click preview link for longer preview.
AGREEMENT
FOR
PURCHASE AND SALE
OF ASSETS RELATING TO
AVC(TM) PRODUCT LINE
BY AND BETWEEN
NOVAVAX, INC.
AND
KING PHARMACEUTICALS, INC.
================================================================================
{PAGE} 2
TABLE OF CONTENTS
ARTICLE 1 CONVEYANCE OF ASSETS; OTHER AGREEMENTS..........................1
1.01 Assets to be Conveyed.........................................1
1.02 Purchase Price................................................2
1.03 Payment.......................................................2
1.04 Existing Inventory of Products................................2
1.05 Closing.......................................................2
1.06 Delivery of Documents.........................................3
1.07 Conveyance of Assets and Inventory............................3
1.08 Scope of Novavax's Rights.....................................3
1.09 Supply Agreement..............................................5
1.10 Taxes.........................................................5
1.11 Assumed Liabilities...........................................6
1.12 Access to Information.........................................6
ARTICLE 2 ACCOUNTS RECEIVABLE AND RETURNED GOODS..........................6
2.01 Pre-closing Accounts Receivable...............................6
2.02 Post-closing Accounts Receivable..............................6
2.03 Returned Goods................................................7
2.04 Contingent Payment............................................7
ARTICLE 3 REGULATORY MATTERS..............................................8
3.01 Filings With FDA Regarding Transfer of NDAs...................8
3.02 Responsibility for the Products...............................8
3.03 FDA Annual Reports and Adverse Event Report...................9
3.04 Regulatory and Medical Affairs................................9
3.05 Rebates for Amounts Paid Under Government Programs............9
3.06 Non-territory New Drug Applications and Sales.................9
ARTICLE 4 REPRESENTATIONS AND WARRANTIES.................................10
4.01 Representations and Warranties of King.......................10
4.02 Representations and Warranties of Novavax....................13
4.03 Survival of Representations and Warranties...................15
4.04 Certain Limitations..........................................15
ARTICLE 5 INDEMNIFICATION................................................15
5.01 Indemnification by King......................................15
5.02 Indemnification by Novavax...................................16
5.03 Payments.....................................................17
5.04 Conduct of Litigation........................................17
ARTICLE 6 MISCELLANEOUS..................................................18
6.01 Entire Agreement.............................................18
6.02 Counterparts.................................................18
6.03 Brokerage and Other Commissions..............................18
{PAGE} 3
6.04 Notices......................................................18
6.05 Assignment...................................................19
6.06 Governing Law................................................20
6.07 Headings.....................................................20
6.08 Expenses.....................................................20
6.09 Successors and Assigns.......................................20
6.10 Agreement to Take Necessary and Desirable Actions............20
6.11 No Implied Waiver............................................20
6.12 Force Majeure................................................20
6.13 Confidentiality..............................................21
6.14 Relationship.................................................21
6.15 Severability.................................................21
6.16 Press Release................................................21
6.17 Affiliates...................................................21
6.18 Waiver of Bulk Sales.........................................22
6.19 Exhibits and Schedules.......................................22
6.20 Interpretation...............................................22
SCHEDULES
---------
Schedule 1 List of Products
Schedule 1.01(a) Tradenames
Schedule 1.01(b) Description of Know-How
Schedule 1.01(c) Regulatory Approvals and Filings
Schedule 1.03 Wiring Instructions to King Pharmaceuticals, Inc.
Schedule 1.04 Inventory and Expiration Dates
Schedule 1.07 Liens, Claims, Charges, Encumbrances and Restrictions on the
Assets and the Inventory
Schedule 4.01(k) Form 483s, Warning Letters, Etc.
Schedule 4.01(n) Suppliers
EXHIBITS
--------
Exhibit A - Bill of Sale
{PAGE} 4
AGREEMENT
THIS AGREEMENT, is dated and entered into as of January 8, 2001 (this
"Agreement"), between NOVAVAX, INC., a corporation organized and existing under
the laws of the State of Delaware, having a principal place of business at 8320
Guilford Road, Columbia MD 21046 ("NOVAVAX") and KING PHARMACEUTICALS, INC., a
corporation organized and existing under the laws of the State of Tennessee,
having a principal place of business at 501 Fifth Street, Bristol, Tennessee
37620 ("KING").
W I T N E S S E T H:
WHEREAS, KING desires to sell to NOVAVAX, and NOVAVAX desires to
purchase from KING, certain assets relating to KING's pharmaceutical products in
the Territory (as hereinafter defined) marketed under the tradename AVC(TM)
listed on SCHEDULE 1 attached hereto (collectively, the "Product" or
"Products"), on the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, the receipt and
legal sufficiency of which are hereby mutually acknowledged, KING and NOVAVAX
hereby covenant, contract, and agree as follows:
ARTICLE 1
CONVEYANCE OF ASSETS; OTHER AGREEMENTS
1.01 ASSETS TO BE CONVEYED.
On the Closing Date (as defined below), and subject to the terms and
conditions of this Agreement (including, without limitation, the provisions of
SECTION 1.08 hereof), KING will sell, assign, convey, transfer, and deliver to
NOVAVAX, and NOVAVAX will purchase and accept from KING, the following:
(a) All of KING's right, title, and interest in the United States of
America, its territories and possessions (the "Territory"), in and to the
tradename set forth on SCHEDULE 1.01(a) attached hereto (the "Tradename"),
together with the goodwill of the business symbolized by the Tradename in the
Territory;
(b) The know-how set forth on SCHEDULE 1.01(b) attached hereto relating
to the production, manufacturing, packaging, release, validation, and stability
of the Products for use by NOVAVAX in the Territory (the "Know-How");
(c) Subject to the provisions of SECTION 3.06 hereof, all of KING's
right, title, and interest in the Territory in and to the new drug application
for the Product set forth on SCHEDULE 1.01(c) attached hereto (the "NDA"),
including supplements, records, and reports that are required to be kept under
21 C.F.R. ss. 314.81 (or under any comparable regulation applicable
{PAGE} 5
to an abbreviated antibiotic drug application), whether issued or pending
together with correspondence to or from the United States Food and Drug
Administration (the "FDA") which relates exclusively to the Product; and
(d) The tradedress, if any, associated with the Products in the
Territory, excluding any corporate or division name of KING or any of its
Affiliates (as defined below), any logo of KING or its Affiliates, and any
tradename (other than the Tradename) of KING or any of its Affiliates (the
"Tradedress").
All of the assets described in Sections 1.01(a) - (d) are hereinafter
sometimes referred to collectively as the "Assets."
1.02 PURCHASE PRICE.
The purchase price for the Assets (the "Purchase Price") shall be Three
Million Three Hundred Thirty-Two Thousand Dollars ($3,332,000).
1.03 PAYMENT.
The Purchase Price shall be paid to KING by NOVAVAX by wire transfer of
immediately available funds to the account specified in SCHEDULE 1.03 attached
hereto at the Closing (as defined below).
1.04 EXISTING INVENTORY OF PRODUCTS.
On the Closing Date, KING will sell, assign, convey, and transfer to
NOVAVAX, and NOVAVAX will purchase and accept from KING, all of KING's finished
goods inventory of the Products with expiration dates more than nine (9) months
from the Closing Date, as set forth on SCHEDULE 1.04 attached hereto (the
"Inventory"). The purchase price for the Inventory shall be equal to the book
value of the Inventory as of the Closing Date, as reflected on KING's books and
records, and shall be paid by NOVAVAX to KING ten (10) days after the Closing by
wire transfer of immediately available funds to the account specified in
SCHEDULE 1.03. KING will complete shipping of the Inventory within ten (10)
business days after the Closing Date. All Inventory will be shipped at NOVAVAX's
expense to NOVAVAX's facilities in Maryland Heights, Missouri or such other
locations as the parties may mutually agree via a carrier designated by NOVAVAX.
KING shall bear the risk of loss to the Inventory until the Inventory has been
delivered to the carrier designated by NOVAVAX. Thereafter NOVAVAX shall bear
the risk of loss to the Inventory. KING will provide to NOVAVAX within ten (10)
days of shipment of the Inventory, KING's standard certificate of analysis for
each batch of Product shipped.
1.05 CLOSING.
The closing of the transactions provided for in this Agreement (the
"Closing") shall take place on January 8, 2001, or on such other date as KING
and NOVAVAX may agree in writing
281715
|
King Pharma
As referenced in this Agreement for Purchase and Sale of Assets:
KING PHARMACEUTICALS, – 1
Exhibit 10.1
================================================================================
AGREEMENT
FOR
PURCHASE AND SALE
OF ASSETS RELATING TO
AVC(TM) PRODUCT LINE
BY AND BETWEEN
NOVAVAX, INC.
AND
KING PHARMACEUTICALS, INC.
================================================================================
{PAGE} 2
TABLE OF CONTENTS
ARTICLE 1 CONVEYANCE OF ASSETS; OTHER AGREEMENTS..........................1
1.01 Assets to be Conveyed.........................................1
1.
_____________
King Pharmaceuticals, – Tradenames
Schedule 1.01(b) Description of Know-How
Schedule 1.01(c) Regulatory Approvals and Filings
Schedule 1.03 Wiring Instructions to King Pharmaceuticals, Inc.
Schedule 1.04 Inventory and Expiration Dates
Schedule 1.07 Liens, Claims, Charges, Encumbrances and Restrictions on the
Assets and the
_____________
KING PHARMACEUTICALS, – under
the laws of the State of Delaware, having a principal place of business at 8320
Guilford Road, Columbia MD 21046 ("NOVAVAX") and KING PHARMACEUTICALS, INC., a
corporation organized and existing under the laws of the State of Tennessee,
having a principal place of business at 501
_____________
King Pharmaceuticals, – below, or at such other address as may from time to time be furnished by
similar notice by either party.
If to KING: King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: Chief Executive Officer
Facsimile: (423) 989-8006
With a copy to:
King Pharmaceuticals, Inc.
_____________
King Pharmaceuticals, – to KING: King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: Chief Executive Officer
Facsimile: (423) 989-8006
With a copy to:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attention: Legal Department
Facsimile: (423) 989-6282
If to NOVAVAX: Novavax, Inc.
8320 Guilford Road
_____________
dt 221521
;
Novavax
As referenced in this Agreement for Purchase and Sale of Assets:
NOVAVAX, – ASSETS
{TEXT}
{PAGE} 1
Exhibit 10.1
================================================================================
AGREEMENT
FOR
PURCHASE AND SALE
OF ASSETS RELATING TO
AVC(TM) PRODUCT LINE
BY AND BETWEEN
NOVAVAX, INC.
AND
KING PHARMACEUTICALS, INC.
================================================================================
{PAGE} 2
TABLE OF CONTENTS
ARTICLE 1 CONVEYANCE OF ASSETS; OTHER AGREEMENTS..........................1
1.01 Assets to
_____________
Novavax' – 2
1.05 Closing.......................................................2
1.06 Delivery of Documents.........................................3
1.07 Conveyance of Assets and Inventory............................3
1.08 Scope of Novavax' s Rights.....................................3
1.09 Supply Agreement..............................................5
1.10 Taxes.........................................................5
1.11 Assumed Liabilities...........................................6
1.12 Access to Information.........................................6
_____________
Novavax. – and Sales.................9
ARTICLE 4 REPRESENTATIONS AND WARRANTIES.................................10
4.01 Representations and Warranties of King.......................10
4.02 Representations and Warranties of Novavax. ...................13
4.03 Survival of Representations and Warranties...................15
4.04 Certain Limitations..........................................15
ARTICLE 5 INDEMNIFICATION................................................15
5.01 Indemnification by
_____________
Novavax. – Representations and Warranties...................15
4.04 Certain Limitations..........................................15
ARTICLE 5 INDEMNIFICATION................................................15
5.01 Indemnification by King......................................15
5.02 Indemnification by Novavax. ..................................16
5.03 Payments.....................................................17
5.04 Conduct of Litigation........................................17
ARTICLE 6 MISCELLANEOUS..................................................18
6.01 Entire Agreement.............................................18
6.02
_____________
NOVAVAX, – Exhibit A - Bill of Sale
{PAGE} 4
AGREEMENT
THIS AGREEMENT, is dated and entered into as of January 8, 2001 (this
"Agreement"), between NOVAVAX, INC., a corporation organized and existing under
the laws of the State of Delaware, having a principal place of business at 8320
_____________
dt 215959
;
|
 Hogan & Hartson
As referenced in this Agreement for Purchase and Sale of Assets:
Hogan & Hartson – or on such other date as KING
and NOVAVAX may agree in writing
2
{PAGE} 6
(the "Closing Date"), at the offices of Hogan & Hartson L.L.P., 8300 Greensboro
Drive, Suite 1100, McLean, Virginia 22102.
1.06 DELIVERY OF DOCUMENTS.
(a) Subject to the terms and conditions
_____________
dt 218474
|
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| 2007 |
Agreement of Resignation, Appointment and Acceptance
Agreement of Resignation, Appointment and Acceptance (20K)
Doc #3191159: Click preview link for longer preview.
AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
THIS AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this "Agreement") dated as of October 3, 2007, by and among JPMorgan Chase Bank, National Association, a national banking association organized and existing under the laws of the United States of America (the "Resigning Trustee"), Entergy Gulf States, Inc., a corporation organized and existing under the laws of the State of Texas (the "Issuer"), and The Bank of New York, a banking corporation organized and existing under the laws of the State of New York (the "Successor"). . . .
3191159
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| 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (440K)
Doc #1919732: Click preview link for longer preview.
ADVANTUS EQUITY FUNDS
[ADVANTUS(TM) CAPITAL MANAGEMENT LOGO]
ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 2003
ADVANTUS CORNERSTONE FUND, INC.
A LARGE COMPANY VALUE FUND
ADVANTUS ENTERPRISE FUND, INC.
A SMALL COMPANY GROWTH FUND
ADVANTUS HORIZON FUND, INC.
A LARGE COMPANY GROWTH FUND
ADVANTUS INDEX 500 FUND, INC.
A LARGE COMPANY INDEX FUND
ADVANTUS REAL ESTATE SECURITIES FUND, INC.
A REAL ESTATE - RELATED SECURITIES FUND
ADVANTUS VENTURE FUND, INC.
A SMALL COMPANY VALUE FUND
CUT DOWN PAPERWORK, NOT TREES
ADVANTUS NOW OFFERS E-DELIVERY OF PROSPECTUSES, . . .
1919732
|
King Pharma
As referenced in this Annual Report to Shareholders:
King Pharmaceuticals, Inc – 029 Bristol-Myers Squibb Company 184,160
1,619 Cardinal Health, Inc. 88,640
4,155 Eli Lilly &Company 273,565
1,354 Forest Laboratories, Inc. (b) 64,830
873 King Pharmaceuticals, Inc . (b) 13,147
969 Medimmune, Inc. (b) 37,975
8,232 Merck &Company, Inc. 455,065
28,731 Pfizer, Inc. 958,466
5,326 Schering-Plough Corporation 90,435
_____________
dt 1551184
;
AMD
As referenced in this Annual Report to Shareholders:
Advanced Micro Devices, Inc. – 925
---------------
34,841
---------------
{/TABLE}
See accompanying notes to investments in securities.
60
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
TECHNOLOGY--CONTINUED
Electronic Components-Semiconductor (3.5%)
1,184 Advanced Micro Devices, Inc. (b) $ 8,643
1,343 Altera Corporation (b) 25,839
1,352 Analog Devices, Inc. (b) 51,308
6,009 Applied Materials, Inc. (b) 117,176
1,034 Applied
_____________
dt 1469448
;
Aeropostale
As referenced in this Annual Report to Shareholders:
Aeropostale, Inc. – 400 BorgWarner, Inc. 494,098
------------
Distribution Durables (.9%)
17,100 MSC Industrial Direct Company 344,565
------------
Publishing (.8%)
10,100 Scholastic Corporation (b) 294,617
------------
Retail (9.9%)
15,000 Aeropostale, Inc. (b) 392,250
21,700 American Eagle Outfitters (b) 480,872
15,700 AnnTaylor Stores Corporation (b) 443,525
{/TABLE}
See accompanying notes to investments in securities.
39
{PAGE}
{
_____________
dt 1440248
;
|
AFLAC
As referenced in this Annual Report to Shareholders:
Aflac, Inc – Financial Corporation (b) 10,113
1,740 SLM Corporation 72,140
------------
1,096,736
------------
Insurance (5.0%)
920 ACE, Ltd. (c) 30,351
590 Aetna, Inc. 36,356
1,847 Aflac, Inc . 59,252
396 AMBAC Financial Group, Inc. 26,085
9,559 American International Group 613,687
1,132 AON Corporation 27,225
712 Chubb Corporation 46,138
543 Cigna
_____________
dt 1439498
;
Agrium
As referenced in this Annual Report to Shareholders:
Agrium, – C} {C}
Argosy Gaming Company 50,200 $ 1,164,640 1.9%
Technitrol, Inc. 61,400 1,152,478 1.8%
Wabtec Corporation 76,900 1,135,044 1.8%
Agrium, Inc. 96,500 1,080,800 1.7%
The Reader's Digest Association, Inc. 74,500 967,010 1.5%
Veeco Instruments, Inc. 49,800 938,232 1.5%
_____________
Agrium, – TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
COMMON STOCK (97.0%)
BASIC MATERIALS (11.0%)
Agriculture Products (.4%)
8,800 Bunge, Ltd. $ 263,560
---------------
Chemicals (4.2%)
96,500 Agrium, Inc. (c) 1,080,800
9,600 Ferro Corporation 208,896
29,200 IMC Global, Inc. 213,452
23,000 Methanex Corporation (c) 212,980
9,100 Minerals Technologies,
_____________
dt 1541358
;
More... |
Preview
Full Doc
| 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (449K)
Doc #1919815: Click preview link for longer preview.
ADVANTUS EQUITY FUNDS [LOGO]
ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 2002
ADVANTUS CORNERSTONE FUND, INC.
A LARGE COMPANY VALUE FUND
ADVANTUS ENTERPRISE FUND, INC.
A SMALL COMPANY GROWTH FUND
ADVANTUS HORIZON FUND, INC.
A LARGE COMPANY GROWTH FUND
ADVANTUS INDEX 500 FUND, INC.
A LARGE COMPANY INDEX FUND
ADVANTUS REAL ESTATE SECURITIES FUND, INC.
A REAL ESTATE - RELATED SECURITIES FUND
ADVANTUS VENTURE FUND, INC.
A SMALL COMPANY VALUE FUND
CUT DOWN PAPERWORK, NOT TREES
Advantus now offers e-delivery of prospectuses, annual and semi-annual reports.
To find out more, call Advantus Shareholder Services at (800) 665-6005.
ADVANTUS EQUITY FUNDS
TABLE OF CONTENTS
PERFORMANCE UPDATES
Cornerstone Fund 3
Enterprise Fund 7
Horizon Fund 12
Index 500 Fund 18
Real Estate Securities Fund 22
Venture Fund 27
INVESTMENTS IN SECURITIES
Cornerstone Fund 31
Enterprise Fund 37
Horizon Fund 42
Index 500 Fund 48
Real Estate Securities Fund 65
Venture Fund 68
FINANCIAL STATEMENTS
Statements of Assets and Liabilities 76
Statements of Operations 80
Statements of Changes in Net Assets 84
Notes to Financial Statements 90
INDEPENDENT AUDITORS' REPORT 117
FEDERAL INCOME TAX INFORMATION 118
DIRECTORS AND EXECUTIVE OFFICERS 120
SHAREHOLDER SERVICES 122
LETTER FROM THE PRESIDENT
[PHOTO OF DIANNE ORBISON]
Dear Shareholders:
It's been a very eventful year in the economy and the markets. We've seen a
major rally in the bond market, and a major sell off in stocks. Negative events,
questionable earnings reports, and unscrupulous corporate leadership is a lot of
weight for the stock market to carry. Investors are still not confident that the
market can bear the load, which contributed to the stock sell off during the
first half of the year.
A flight to quality is still underway, and this is not unusual when political,
social, and economic events hold uncertainty. In the period ended July 31, 2002,
strong fixed income performance (Lehman Aggregate Bond Index* at 7.84%) and very
weak equity performance (S&P 500 Index** at -23.63) was recorded. The difference
in returns between stocks and bonds, as measured by these two benchmark indices,
was near record levels.
We believe the capital markets will continue to be volatile and suggest that
investors adjust their expectations for a time-specific market recovery. Current
market conditions didn't happen overnight, and it has taken longer than expected
for a sustainable recovery to surface. Although most segments of the stock
market were down at the end of our reporting period, we believe valuations are
fair and better than they have been in six months.
The economy is growing, albeit slowly. We expect that U.S. growth, as measured
by GDP, will be a respectable 2.5 percent in 2002. Monetary policy is still
easy, and we expect no changes from the Federal Reserve in the near term.
Inflation is running less than two percent annually with little, if any,
increase expected.
Also, the underlying strength of the U.S. economy remains solid. The weakness of
the dollar, however, may benefit investors considering a greater allocation to
international investments. Consider having a periodic conversation with your
financial advisor about your goals, risk tolerance, and allocation strategy.
You will notice that all Advantus equity funds are included in this report. The
remaining Advantus Funds (fixed income and balanced) will be published in an
annual report to be dated September 30, 2002. We have combined the reports for
the funds into two mailings to achieve economies of scale in report preparation
and mailing. We are also moving forward with plans to combine Advantus Funds
prospectuses in the same way and for the same reasons.
This is my first letter to you as President of the Advantus Funds. Bill
Westhoff, former President and investment management veteran, retired in late
July, 2002 after 31 years of service to shareholders. I look forward to
communicating with
1
you on a regular basis and bringing you news of the economy, markets,
and Advantus.
Sincerely,
/s/ Dianne Orbison
Dianne Orbison
President, Advantus Funds
*The LEHMAN BROTHERS AGGREGATE BOND INDEX is a market-weighted index that covers
the U.S. investment grade fixed rate bond market. The index includes government
and corporate securities, agency mortgage pass-through securities and asset
backed securities.
1919815
|
King Pharma
As referenced in this Annual Report to Shareholders:
King Pharmaceuticals, Inc – 180,481
1,795 Cardinal Health, Inc. 103,392
712 Chiron Corporation (b) 24,023
4,468 Eli Lilly & Company 261,021
760 Forest Laboratories, Inc. (b) 58,877
970 King Pharmaceuticals, Inc . (b) 20,574
944 Medimmune, Inc. (b) 28,075
9,002 Merck & Company, Inc. 446,499
24,818 Pfizer, Inc. 802,862
5,826 Schering-Plough Corporation 148,563
{/
_____________
dt 1551185
;
Adaptec
As referenced in this Annual Report to Shareholders:
Adaptec, Inc – Renal Care Group, Inc. (b) 405,000
-------------
1,877,626
-------------
TECHNOLOGY (14.7%)
Communications Equipment (.3%)
89,100 Openwave Systems, Inc. (b) 89,100
-------------
Computer Networking (2.1%)
39,100 Adaptec, Inc . (b) 230,690
42,500 Legato Systems, Inc. (b) 114,750
40,250 Radiant Systems, Inc. (b) 313,950
-------------
659,390
-------------
Computer Services & Software (7.0%)
30,600 Agile
_____________
dt 1515926
;
Adaptec
As referenced in this Annual Report to Shareholders:
Adaptec, Inc. – Renal Care Group, Inc. (b) 405,000
-------------
1,877,626
-------------
TECHNOLOGY (14.7%)
Communications Equipment (.3%)
89,100 Openwave Systems, Inc. (b) 89,100
-------------
Computer Networking (2.1%)
39,100 Adaptec, Inc. (b) 230,690
42,500 Legato Systems, Inc. (b) 114,750
40,250 Radiant Systems, Inc. (b) 313,950
-------------
659,390
-------------
Computer Services & Software (7.0%)
30,600 Agile
_____________
dt 1457199
;
|
Aeroflex
As referenced in this Annual Report to Shareholders:
Aeroflex, Inc. – 12,500 Precise Software Solutions, Ltd. (b)(c) 157,000
-------------
2,170,305
-------------
Data Processing (1.6%)
30,304 Documentum, Inc. (b) 490,828
-------------
Electrical Defense (1.0%)
40,300 Aeroflex, Inc. (b) 306,280
-------------
{/TABLE}
See accompanying notes to investments in securities.
40
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------
{S} {C}
TECHNOLOGY--CONTINUED
Electrical Instruments (--)
51,700 APW, Ltd. (
_____________
dt 1459645
;
Affymetrix
As referenced in this Annual Report to Shareholders:
Affymetrix, Inc – 128 2.2%
Lifepoint Hospitals, Inc. 17,600 599,280 2.2%
CACI International, Inc. 17,200 589,616 2.1%
Education Management Corporation 13,800 550,758 2.0%
Affymetrix, Inc . 30,100 537,285 1.9%
---------- -----
$6,195,635 22.3%
========== ====
{/TABLE}
[CHART]
{TABLE}
{S} {C}
Cash and Other Assets/Liabilities (10.9%)
Transportation (1.0%)
Basic Materials (1.
_____________
Affymetrix, Inc – 6,100 Affiliated Managers Group (b) 288,042
-------------
Savings and Loans (1.1%)
15,000 IndyMac Bancorp, Inc. (b) 330,750
-------------
HEALTH CARE (24.8%)
Biotechnology (3.0%)
30,100 Affymetrix, Inc . (b) 537,285
14,800 Lynx Therapeutics, Inc. (b) 14,652
11,800 Scios, Inc. (b) 370,048
-------------
921,985
-------------
Drugs (4.9%)
12,600 Cubist Pharmaceuticals, Inc. (b)
_____________
dt 1551693
;
More... |
Preview
Full Doc
| 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (440K)
Doc #1922157: Click preview link for longer preview.
ADVANTUS EQUITY FUNDS
[ADVANTUS(TM) CAPITAL MANAGEMENT LOGO]
ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 2003
ADVANTUS CORNERSTONE FUND, INC.
A LARGE COMPANY VALUE FUND
ADVANTUS ENTERPRISE FUND, INC.
A SMALL COMPANY GROWTH FUND
ADVANTUS HORIZON FUND, INC.
A LARGE COMPANY GROWTH FUND
ADVANTUS INDEX 500 FUND, INC.
A LARGE COMPANY INDEX FUND
ADVANTUS REAL ESTATE SECURITIES FUND, INC.
A REAL ESTATE - RELATED SECURITIES FUND
ADVANTUS VENTURE FUND, INC.
A SMALL COMPANY VALUE FUND
CUT DOWN PAPERWORK, NOT TREES
ADVANTUS NOW OFFERS E-DELIVERY OF PROSPECTUSES, . . .
1922157
|
King Pharma
As referenced in this Annual Report to Shareholders:
King Pharmaceuticals, Inc – 029 Bristol-Myers Squibb Company 184,160
1,619 Cardinal Health, Inc. 88,640
4,155 Eli Lilly &Company 273,565
1,354 Forest Laboratories, Inc. (b) 64,830
873 King Pharmaceuticals, Inc . (b) 13,147
969 Medimmune, Inc. (b) 37,975
8,232 Merck &Company, Inc. 455,065
28,731 Pfizer, Inc. 958,466
5,326 Schering-Plough Corporation 90,435
_____________
dt 1551186
;
AMD
As referenced in this Annual Report to Shareholders:
Advanced Micro Devices, Inc. – 925
---------------
34,841
---------------
{/TABLE}
See accompanying notes to investments in securities.
60
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
TECHNOLOGY--CONTINUED
Electronic Components-Semiconductor (3.5%)
1,184 Advanced Micro Devices, Inc. (b) $ 8,643
1,343 Altera Corporation (b) 25,839
1,352 Analog Devices, Inc. (b) 51,308
6,009 Applied Materials, Inc. (b) 117,176
1,034 Applied
_____________
dt 1469449
;
Aeropostale
As referenced in this Annual Report to Shareholders:
Aeropostale, Inc. – 400 BorgWarner, Inc. 494,098
------------
Distribution Durables (.9%)
17,100 MSC Industrial Direct Company 344,565
------------
Publishing (.8%)
10,100 Scholastic Corporation (b) 294,617
------------
Retail (9.9%)
15,000 Aeropostale, Inc. (b) 392,250
21,700 American Eagle Outfitters (b) 480,872
15,700 AnnTaylor Stores Corporation (b) 443,525
{/TABLE}
See accompanying notes to investments in securities.
39
{PAGE}
{
_____________
dt 1440249
;
|
AFLAC
As referenced in this Annual Report to Shareholders:
Aflac, Inc – Financial Corporation (b) 10,113
1,740 SLM Corporation 72,140
------------
1,096,736
------------
Insurance (5.0%)
920 ACE, Ltd. (c) 30,351
590 Aetna, Inc. 36,356
1,847 Aflac, Inc . 59,252
396 AMBAC Financial Group, Inc. 26,085
9,559 American International Group 613,687
1,132 AON Corporation 27,225
712 Chubb Corporation 46,138
543 Cigna
_____________
dt 1439500
;
Agrium
As referenced in this Annual Report to Shareholders:
Agrium, – C} {C}
Argosy Gaming Company 50,200 $ 1,164,640 1.9%
Technitrol, Inc. 61,400 1,152,478 1.8%
Wabtec Corporation 76,900 1,135,044 1.8%
Agrium, Inc. 96,500 1,080,800 1.7%
The Reader's Digest Association, Inc. 74,500 967,010 1.5%
Veeco Instruments, Inc. 49,800 938,232 1.5%
_____________
Agrium, – TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
COMMON STOCK (97.0%)
BASIC MATERIALS (11.0%)
Agriculture Products (.4%)
8,800 Bunge, Ltd. $ 263,560
---------------
Chemicals (4.2%)
96,500 Agrium, Inc. (c) 1,080,800
9,600 Ferro Corporation 208,896
29,200 IMC Global, Inc. 213,452
23,000 Methanex Corporation (c) 212,980
9,100 Minerals Technologies,
_____________
dt 1541360
;
More... |
Preview
Full Doc
| 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (449K)
Doc #1922269: Click preview link for longer preview.
ADVANTUS EQUITY FUNDS [LOGO]
ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 2002
ADVANTUS CORNERSTONE FUND, INC.
A LARGE COMPANY VALUE FUND
ADVANTUS ENTERPRISE FUND, INC.
A SMALL COMPANY GROWTH FUND
ADVANTUS HORIZON FUND, INC.
A LARGE COMPANY GROWTH FUND
ADVANTUS INDEX 500 FUND, INC.
A LARGE COMPANY INDEX FUND
ADVANTUS REAL ESTATE SECURITIES FUND, INC.
A REAL ESTATE - RELATED SECURITIES FUND
ADVANTUS VENTURE FUND, INC.
A SMALL COMPANY VALUE FUND
CUT DOWN PAPERWORK, NOT TREES
Advantus now offers e-delivery of prospectuses, annual and semi-annual reports.
To find out more, call Advantus Shareholder Services at (800) 665-6005.
ADVANTUS EQUITY FUNDS
TABLE OF CONTENTS
PERFORMANCE UPDATES
Cornerstone Fund 3
Enterprise Fund 7
Horizon Fund 12
Index 500 Fund 18
Real Estate Securities Fund 22
Venture Fund 27
INVESTMENTS IN SECURITIES
Cornerstone Fund 31
Enterprise Fund 37
Horizon Fund 42
Index 500 Fund 48
Real Estate Securities Fund 65
Venture Fund 68
FINANCIAL STATEMENTS
Statements of Assets and Liabilities 76
Statements of Operations 80
Statements of Changes in Net Assets 84
Notes to Financial Statements 90
INDEPENDENT AUDITORS' REPORT 117
FEDERAL INCOME TAX INFORMATION 118
DIRECTORS AND EXECUTIVE OFFICERS 120
SHAREHOLDER SERVICES 122
LETTER FROM THE PRESIDENT
[PHOTO OF DIANNE ORBISON]
Dear Shareholders:
It's been a very eventful year in the economy and the markets. We've seen a
major rally in the bond market, and a major sell off in stocks. Negative events,
questionable earnings reports, and unscrupulous corporate leadership is a lot of
weight for the stock market to carry. Investors are still not confident that the
market can bear the load, which contributed to the stock sell off during the
first half of the year.
A flight to quality is still underway, and this is not unusual when political,
social, and economic events hold uncertainty. In the period ended July 31, 2002,
strong fixed income performance (Lehman Aggregate Bond Index* at 7.84%) and very
weak equity performance (S&P 500 Index** at -23.63) was recorded. The difference
in returns between stocks and bonds, as measured by these two benchmark indices,
was near record levels.
We believe the capital markets will continue to be volatile and suggest that
investors adjust their expectations for a time-specific market recovery. Current
market conditions didn't happen overnight, and it has taken longer than expected
for a sustainable recovery to surface. Although most segments of the stock
market were down at the end of our reporting period, we believe valuations are
fair and better than they have been in six months.
The economy is growing, albeit slowly. We expect that U.S. growth, as measured
by GDP, will be a respectable 2.5 percent in 2002. Monetary policy is still
easy, and we expect no changes from the Federal Reserve in the near term.
Inflation is running less than two percent annually with little, if any,
increase expected.
Also, the underlying strength of the U.S. economy remains solid. The weakness of
the dollar, however, may benefit investors considering a greater allocation to
international investments. Consider having a periodic conversation with your
financial advisor about your goals, risk tolerance, and allocation strategy.
You will notice that all Advantus equity funds are included in this report. The
remaining Advantus Funds (fixed income and balanced) will be published in an
annual report to be dated September 30, 2002. We have combined the reports for
the funds into two mailings to achieve economies of scale in report preparation
and mailing. We are also moving forward with plans to combine Advantus Funds
prospectuses in the same way and for the same reasons.
This is my first letter to you as President of the Advantus Funds. Bill
Westhoff, former President and investment management veteran, retired in late
July, 2002 after 31 years of service to shareholders. I look forward to
communicating with
1
you on a regular basis and bringing you news of the economy, markets,
and Advantus.
Sincerely,
/s/ Dianne Orbison
Dianne Orbison
President, Advantus Funds
*The LEHMAN BROTHERS AGGREGATE BOND INDEX is a market-weighted index that covers
the U.S. investment grade fixed rate bond market. The index includes government
and corporate securities, agency mortgage pass-through securities and asset
backed securities.
1922269
|
King Pharma
As referenced in this Annual Report to Shareholders:
King Pharmaceuticals, Inc – 180,481
1,795 Cardinal Health, Inc. 103,392
712 Chiron Corporation (b) 24,023
4,468 Eli Lilly & Company 261,021
760 Forest Laboratories, Inc. (b) 58,877
970 King Pharmaceuticals, Inc . (b) 20,574
944 Medimmune, Inc. (b) 28,075
9,002 Merck & Company, Inc. 446,499
24,818 Pfizer, Inc. 802,862
5,826 Schering-Plough Corporation 148,563
{/
_____________
dt 1551187
;
Adaptec
As referenced in this Annual Report to Shareholders:
Adaptec, Inc – Renal Care Group, Inc. (b) 405,000
-------------
1,877,626
-------------
TECHNOLOGY (14.7%)
Communications Equipment (.3%)
89,100 Openwave Systems, Inc. (b) 89,100
-------------
Computer Networking (2.1%)
39,100 Adaptec, Inc . (b) 230,690
42,500 Legato Systems, Inc. (b) 114,750
40,250 Radiant Systems, Inc. (b) 313,950
-------------
659,390
-------------
Computer Services & Software (7.0%)
30,600 Agile
_____________
dt 1515928
;
Adaptec
As referenced in this Annual Report to Shareholders:
Adaptec, Inc. – Renal Care Group, Inc. (b) 405,000
-------------
1,877,626
-------------
TECHNOLOGY (14.7%)
Communications Equipment (.3%)
89,100 Openwave Systems, Inc. (b) 89,100
-------------
Computer Networking (2.1%)
39,100 Adaptec, Inc. (b) 230,690
42,500 Legato Systems, Inc. (b) 114,750
40,250 Radiant Systems, Inc. (b) 313,950
-------------
659,390
-------------
Computer Services & Software (7.0%)
30,600 Agile
_____________
dt 1457201
;
|
Aeroflex
As referenced in this Annual Report to Shareholders:
Aeroflex, Inc. – 12,500 Precise Software Solutions, Ltd. (b)(c) 157,000
-------------
2,170,305
-------------
Data Processing (1.6%)
30,304 Documentum, Inc. (b) 490,828
-------------
Electrical Defense (1.0%)
40,300 Aeroflex, Inc. (b) 306,280
-------------
{/TABLE}
See accompanying notes to investments in securities.
40
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------
{S} {C}
TECHNOLOGY--CONTINUED
Electrical Instruments (--)
51,700 APW, Ltd. (
_____________
dt 1459646
;
Affymetrix
As referenced in this Annual Report to Shareholders:
Affymetrix, Inc – 128 2.2%
Lifepoint Hospitals, Inc. 17,600 599,280 2.2%
CACI International, Inc. 17,200 589,616 2.1%
Education Management Corporation 13,800 550,758 2.0%
Affymetrix, Inc . 30,100 537,285 1.9%
---------- -----
$6,195,635 22.3%
========== ====
{/TABLE}
[CHART]
{TABLE}
{S} {C}
Cash and Other Assets/Liabilities (10.9%)
Transportation (1.0%)
Basic Materials (1.
_____________
Affymetrix, Inc – 6,100 Affiliated Managers Group (b) 288,042
-------------
Savings and Loans (1.1%)
15,000 IndyMac Bancorp, Inc. (b) 330,750
-------------
HEALTH CARE (24.8%)
Biotechnology (3.0%)
30,100 Affymetrix, Inc . (b) 537,285
14,800 Lynx Therapeutics, Inc. (b) 14,652
11,800 Scios, Inc. (b) 370,048
-------------
921,985
-------------
Drugs (4.9%)
12,600 Cubist Pharmaceuticals, Inc. (b)
_____________
dt 1551694
;
More... |
Preview
Full Doc
| 2003 |
Asset Purchase Agreement [Amended and Restated]
Asset Purchase Agreement [Amended and Restated] (283K)
Doc #281654: Click preview link for longer preview.
AMENDED AND RESTATED
ASSET PURCHASE AGREEMENT
by and among
ELAN CORPORATION, PLC
ELAN PHARMA INTERNATIONAL LIMITED
ELAN PHARMACEUTICALS, INC.
and
KING PHARMACEUTICALS, INC.
JONES PHARMA INCORPORATED
MONARCH PHARMACEUTICALS, INC.
dated as of May 19, 2003
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms...............................................1
SECTION 1.02. Construction of Certain Terms and Phrases..................18
ARTICLE II
PURCHASE AND SALE OF ASSETS
SECTION 2.01. Purchase and Sale of Assets at the Closing.................19
SECTION 2.02. Excluded Assets............................................20
SECTION 2.03. Retention of Assets........................................21
SECTION 2.04. Assignability and Consents.................................21
ARTICLE III
ASSUMPTION OF LIABILITIES
SECTION 3.01. Assumption of Liabilities..................................22
ARTICLE IV
PURCHASE PRICE AND PAYMENT
SECTION 4.01. Purchase Price.............................................25
SECTION 4.02. Allocation of Purchase Price...............................26
SECTION 4.03. Sales, Use and Other Taxes.................................26
SECTION 4.04. Tax Withholding............................................27
SECTION 4.05. Closing Date Inventory Value Adjustments...................27
SECTION 4.06. Skelaxin Purchase Price Adjustment.........................28
ARTICLE V
CLOSING
SECTION 5.01. Time and Place.............................................28
SECTION 5.02. Deliveries at Closing......................................28
{/TABLE}
-i-
{PAGE}
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE ELAN COMPANIES
SECTION 6.01. Organization, Etc..........................................30
SECTION 6.02. Authority of the Elan Companies............................31
SECTION 6.03. Consents and Approvals.....................................31
SECTION 6.04. Non-Contravention..........................................32
SECTION 6.05. Contracts..................................................32
SECTION 6.06. Intellectual Property Rights...............................33
SECTION 6.07. Employee Matters...........................................35
SECTION 6.08. Litigation.................................................36
SECTION 6.09. Compliance with Law........................................36
SECTION 6.10. Inventory..................................................38
SECTION 6.11. Brokers....................................................38
SECTION 6.12. Sufficiency of Purchased Assets............................38
SECTION 6.13. Customers and Suppliers....................................38
SECTION 6.14. Operation of the Business; Description of the Business.....39
SECTION 6.15. Financial Information......................................39
SECTION 6.16. Title......................................................39
SECTION 6.17. Voting Requirements........................................39
SECTION 6.18. Insurance..................................................39
SECTION 6.19. Pharma Marketing Settlement Agreement......................40
SECTION 6.20. Certain Covenants Under the Original Agreement.............40
SECTION 6.21. No Other Representations and Warranties....................40
ARTICLE VII
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR
PARENT AND THE ACQUIRORS
SECTION 7.01. Corporate Organization.....................................40
SECTION 7.02. Authority of the Acquiror Parent and the Acquirors.........41
SECTION 7.03. Consents and Approvals.....................................41
SECTION 7.04. Non-Contravention..........................................41
SECTION 7.05. Litigation.................................................42
SECTION 7.06. Brokers....................................................42
SECTION 7.07. Financial Capability.......................................42
SECTION 7.08. No Other Representations or Warranties.....................43
{/TABLE}
-ii-
{PAGE}
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE VIII
COVENANTS OF THE PARTIES
SECTION 8.01. Operation of the Businesses................................43
SECTION 8.02. Commercially Reasonable Efforts............................44
SECTION 8.03. Cooperation................................................45
SECTION 8.04. Access.....................................................46
SECTION 8.05. Public Announcements; Confidentiality......................48
SECTION 8.06. Corporate Names............................................49
SECTION 8.07. Regulatory Matters.........................................51
SECTION 8.08. Returns, Rebates and Chargebacks...........................51
SECTION 8.09. Indigent Patient Program...................................55
SECTION 8.10. Employee Matters...........................................55
SECTION 8.11. Bulk Transfer Laws.........................................58
SECTION 8.12. Covenant Not to Compete....................................58
SECTION 8.13. Further Assurances.........................................60
SECTION 8.14. HSR Act and Irish Competition Act Filings..................60
SECTION 8.15. Elan Companies' Right of Reference.........................61
SECTION 8.16. Litigation Substitution....................................61
SECTION 8.17. Cooperation Regarding Financial Statements.................63
SECTION 8.18. No Solicitation............................................64
SECTION 8.19. Medical Inquiries and Complaints...........................64
SECTION 8.20. Wyeth/Elan Supply Agreement; Wyeth/Elan Master Agreement...65
SECTION 8.21. Pharma Marketing Settlement Agreement......................65
SECTION 8.22. Distribution and Co-Promotion Agreement....................65
SECTION 8.23. Skelaxin License...........................................65
SECTION 8.24. NanoCrystal Technology.....................................67
SECTION 8.25. Additional Skelaxin Formulations...........................67
SECTION 8.26. Annual Adjustment Amount...................................68
ARTICLE IX
CONDITIONS TO THE OBLIGATIONS OF
THE ELAN COMPANIES FOR THE CLOSING
SECTION 9.01. Representations, Warranties and Covenants..................68
SECTION 9.02. No Actions or Proceedings..................................69
SECTION 9.03. Consents...................................................69
SECTION 9.04. Elan Shareholder Approval..................................69
SECTION 9.05. Wyeth/King Agreements......................................69
SECTION 9.06. Absence of Acquiror Material Adverse Effect................69
SECTION 9.07. Wyeth/Elan Supply Agreement................................69
{/TABLE}
-iii-
{PAGE}
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE X
CONDITIONS TO THE OBLIGATIONS OF THE ACQUIROR
PARENT AND THE ACQUIRORS FOR THE CLOSING
SECTION 10.01. Representations, Warranties and Covenants................69
SECTION 10.02. No Actions or Proceedings................................70
SECTION 10.03. Consents.................................................70
SECTION 10.04. Elan Shareholder Approval................................70
SECTION 10.05. Wyeth/King Agreements....................................70
SECTION 10.06. Absence of Material Adverse Effect.......................70
ARTICLE XI
INDEMNIFICATION
SECTION 11.01. Survival of Representations, Warranties, Covenants, Etc..70
SECTION 11.02. Indemnification..........................................71
SECTION 11.03. Limitations..............................................74
ARTICLE XII
TERMINATION AND ABANDONMENT
SECTION 12.01. Methods of Termination...................................75
SECTION 12.02. Procedure upon Termination...............................76
SECTION 12.03. Effect of Certain Terminations...........................77
SECTION 12.04. Specific Performance.....................................77
SECTION 12.05. Settled Claims...........................................78
ARTICLE XIII
MISCELLANEOUS
SECTION 13.01. Notices..................................................78
SECTION 13.02. Entire Agreement.........................................80
SECTION 13.03. Waiver...................................................80
SECTION 13.04. Amendment................................................80
SECTION 13.05. Third Party Beneficiaries................................80
SECTION 13.06. Assignment; Binding Effect...............................80
SECTION 13.07. Headings.................................................81
SECTION 13.08. Severability.............................................81
SECTION 13.09. Governing Law; Jurisdiction; and Venue...................81
SECTION 13.10. Expenses.................................................81
{/TABLE}
-iv-
{PAGE}
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
SECTION 13.11. Counterparts.............................................81
{/TABLE}
{TABLE}
{S} {C}
Exhibit A - Form of Assignment of Domain Names
Exhibit B - Form of Bill of Sale
Exhibit C - Form of Development Agreement
Exhibit D - Form of Irish Assignment Agreement
Exhibit E - Form of Patent Assignment Agreement
Exhibit F - Form of Skelaxin Payment Agreement
Exhibit G - Form of Trademark Assignment Agreement
Exhibit H - Form of Detailing Agreement
Exhibit I - Form of Asset Transfer Agreement
Exhibit J - Form of Joint Litigation and Prosecution Agreement
{/TABLE}
-v-
{PAGE}
AMENDED AND RESTATED
ASSET PURCHASE AGREEMENT
This AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this
"Agreement") is made and entered into as of May 19, 2003, by and among King
Pharmaceuticals, Inc., a Tennessee corporation (the "Acquiror Parent"), Jones
Pharma Incorporated, a Delaware corporation ("JPI"), and Monarch
Pharmaceuticals, Inc., a Tennessee corporation ("MPI") (JPI and MPI each an
"Acquiror" and collectively the "Acquirors"; the Acquirors, together with the
Acquiror Parent, the "King Companies"), and Elan Corporation, plc, a public
limited company organized under the laws of Ireland (the "Elan Parent"), Elan
Pharma International Limited, a private limited company organized under the laws
of Ireland ("EPIL"), and Elan Pharmaceuticals, Inc., a Delaware corporation
("EPI" and, together with the Elan Parent and EPIL, the "Elan Companies").
RECITALS
The King Companies and the Elan Companies are parties to that
certain Asset Purchase Agreement (the "Original Agreement") dated as of January
30, 2003 (the "Original Agreement Date") and desire to amend and restate the
Original Agreement in its entirety.
Acquiror Parent and Elan Parent have entered into an Escrow
Agreement (the "Escrow Agreement") dated the date hereof pursuant to which
Acquiror Parent has deposited $400,000,000 (the "Escrow Amount"), which Escrow
Amount and the earnings thereon are subject to the release provisions set forth
in the Escrow Agreement.
This Agreement sets forth the terms and conditions upon which the
Acquirors are purchasing the Purchased Assets (as defined below) and assuming
the Assumed Liabilities (as defined below) from the Elan Companies, and the Elan
Companies are selling the Purchased Assets and transferring the Assumed
Liabilities to the Acquirors.
AGREEMENT
In consideration of the premises and the mutual covenants and
promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, the parties agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 Defined Terms. As used in this Agreement, the following
defined terms shall have the meanings specified below:
"Accountants" means an accounting firm of national reputation
(excluding each of the King Companies' and the Elan Companies' respective
regular outside accounting
{PAGE}
firms) as may be mutually acceptable to the Acquiror and the Elan Companies;
provided, however, that in the event that the Acquirors and the Elan Companies
are unable to agree on such an accounting firm within ten (10) days, then the
accounting firm shall be selected by lot.
"Accounts Receivable" means all trade accounts and notes receivable
and other miscellaneous receivables, including those that are not evidenced by
instruments or invoices, existing as of the Closing Date.
"Acquiror" and "Acquirors" have the meaning set forth in the
preamble to this Agreement.
"Acquiror Disclosure Schedule" has the meaning set forth in the
preamble to Article VII.
"Acquiror Governmental Consents" has the meaning set forth in
Section 7.03.
"Acquiror Material Adverse Effect" means an effect or condition that
individually or when taken together with all other effects or conditions of like
nature would individually or in the aggregate have, or would be reasonably
expected to have, individually or in the aggregate a material adverse effect (i)
on the business, assets, results of operations or financial condition of the
King Companies and their Subsidiaries, taken as a whole, or (ii) on the ability
of the King Companies to perform their obligations under this Agreement, the
Related Agreements and the Wyeth/King Agreements or on the ability of the
Acquirors to consummate the transactions contemplated hereby and thereby.
"Acquiror Parent" has the meaning set forth in the preamble to this
Agreement.
"Acquiror's Defined Contribution Plan" has the meaning set forth in
Section 8.10(c).
"Acquisition Proposal" has the meaning set forth in Section 8.18(a).
"Action or Proceeding" means any action, suit, proceeding,
arbitration, Order, inquiry, hearing, assessment with respect to fines or
penalties or litigation (whether civil, criminal, administrative or
investigative) commenced, brought, conducted or heard by or before, or otherwise
involving, any Governmental or Regulatory Authority.
"Adverse Recommendation Change" has the meaning set forth in Section
8.18(b).
"Affiliate" means, with respect to any Person, any other Person
which Controls, is Controlled by or is under common Control with such Person.
281654
|
King Pharma
As referenced in this Asset Purchase Agreement [Amended and Restated]:
KING PHARMACEUTICALS, – EXHIBIT 2.1
AMENDED AND RESTATED
ASSET PURCHASE AGREEMENT
by and among
ELAN CORPORATION, PLC
ELAN PHARMA INTERNATIONAL LIMITED
ELAN PHARMACEUTICALS, INC.
and
KING PHARMACEUTICALS, INC.
JONES PHARMA INCORPORATED
MONARCH PHARMACEUTICALS, INC.
dated as of May 19, 2003
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C} {
_____________
King
Pharmaceuticals, – AGREEMENT
This AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this
"Agreement") is made and entered into as of May 19, 2003, by and among King
Pharmaceuticals, Inc., a Tennessee corporation (the "Acquiror Parent"), Jones
Pharma Incorporated, a Delaware corporation ("JPI"), and Monarch
Pharmaceuticals, Inc., a Tennessee corporation ("MPI") (
_____________
King Pharmaceuticals, – maintains records of delivery to the parties
at the following addresses or facsimile numbers:
If to the Acquiror Parent or the Acquirors to:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, TN 37620
Facsimile: (423) 989-6282
Attention: John A.A. Bellamy
-78-
{PAGE}
With copies to:
Cravath,
_____________
KING PHARMACEUTICALS, – Insley
Title: Authorized Signatory
ELAN PHARMACEUTICALS, INC.
By: /s/ JEAN M. DUVALL
-------------------------------------
Name: Jean M. Duvall
Title: Senior Vice President,
Legal Affairs
{PAGE}
KING PHARMACEUTICALS, INC.
By: /s/ JAMES R. LATTANZI
-------------------------------------
Name: James R. Lattanzi
Title: Chief Financial Officer
JONES PHARMA INCORPORATED
By: /s/ JOHN BELLAMY
-------------------------------------
Name:
_____________
King
Pharmaceuticals, – Item 601(b)(2) of Regulation S-K, certain of the exhibits
and schedules to the Agreement have been omitted from the Agreement. King
Pharmaceuticals, Inc. agrees to supplementally provide a copy of any omitted
schedule to the Securities and Exchange Commission upon request:
Document Description
Schedules:
_____________
dt 221465
;
Elan
As referenced in this Asset Purchase Agreement [Amended and Restated]:
ELAN CORP – DESCRIPTION}EX-2.1 AMENDED & RESTATED ASSET PURCH. AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 2.1
AMENDED AND RESTATED
ASSET PURCHASE AGREEMENT
by and among
ELAN CORP ORATION, PLC
ELAN PHARMA INTERNATIONAL LIMITED
ELAN PHARMACEUTICALS, INC.
and
KING PHARMACEUTICALS, INC.
JONES PHARMA INCORPORATED
MONARCH PHARMACEUTICALS, INC.
dated as of May
_____________
Elan Corp – corporation ("MPI") (JPI and MPI each an
"Acquiror" and collectively the "Acquirors"; the Acquirors, together with the
Acquiror Parent, the "King Companies"), and Elan Corp oration, plc, a public
limited company organized under the laws of Ireland (the "Elan Parent"), Elan
Pharma International Limited, a private limited company
_____________
Elan corp – to this Agreement) of the ability to grant intellectual
property rights.
-4-
{PAGE}
"Corporate Names" means the trademark and service mark "ELAN", the
Elan corp orate logo, and trade names of the Elan Companies, including the word
"ELAN" together with any variations and derivatives thereof and any other
_____________
Elan Corp – Avenue of the Americas
New York, NY 10036
Facsimile: (212) 869-9742/8864
Attention: F. Dominic Cerrito
If to the Elan Companies to:
Elan Corp oration, plc
c/o Elan International Services, Ltd.
102 St. James Street
Flatts, Smiths FL04
BERMUDA
Facsimile: (441) 292-2224
Attention: Kevin Insley
_____________
ELAN CORP – PAGE]
-82-
{PAGE}
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto all as of the date first above written.
ELAN CORP ORATION, PLC
By: /s/ KEVIN INSLEY
-------------------------------------
Name: Kevin Insley
Title: Authorized Signatory
ELAN PHARMA INTERNATIONAL LIMITED
By: /s/ KEVIN INSLEY
-------------------------------------
Name: Kevin Insley
_____________
dt 206872
;
Elan Pharma
As referenced in this Asset Purchase Agreement [Amended and Restated]:
ELAN PHARMACEUTICALS, INC – DESCRIPTION}EX-2.1 AMENDED & RESTATED ASSET PURCH. AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 2.1
AMENDED AND RESTATED
ASSET PURCHASE AGREEMENT
by and among
ELAN CORPORATION, PLC
ELAN PHARMA INTERNATIONAL LIMITED
ELAN PHARMACEUTICALS, INC .
and
KING PHARMACEUTICALS, INC.
JONES PHARMA INCORPORATED
MONARCH PHARMACEUTICALS, INC.
dated as of May 19, 2003
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE I
DEFINITIONS
_____________
Elan Pharmaceuticals, Inc – plc, a public
limited company organized under the laws of Ireland (the "Elan Parent"), Elan
Pharma International Limited, a private limited company organized under the laws
of Ireland ("EPIL"), and Elan Pharmaceuticals, Inc ., a Delaware corporation
("EPI" and, together with the Elan Parent and EPIL, the "Elan Companies").
RECITALS
The King Companies and the Elan Companies are parties to that
certain Asset
_____________
Elan
Pharmaceuticals, Inc – or listed in the FDA's Approved Drug
Products with Therapeutic Equivalence Evaluations, including any such
determination by the court in the matter of Case No. EDNY 03 CV 0006, Elan
Pharmaceuticals, Inc . v. Eon Labs, Inc. and Elan Pharmaceuticals, Inc. v. Core
Pharma, LLC.
"Skelaxin Assets" has the meaning set forth in Section 2.01(a).
"Skelaxin Books and Records" shall
_____________
Elan Pharmaceuticals, Inc – Products with Therapeutic Equivalence Evaluations, including any such
determination by the court in the matter of Case No. EDNY 03 CV 0006, Elan
Pharmaceuticals, Inc. v. Eon Labs, Inc. and Elan Pharmaceuticals, Inc . v. Core
Pharma, LLC.
"Skelaxin Assets" has the meaning set forth in Section 2.01(a).
"Skelaxin Books and Records" shall mean all of the Books and Records
necessary
_____________
Elan
Pharmaceuticals, Inc – Substitution. (a) The King Companies agree
and acknowledge that, promptly after the Closing, the applicable King Companies
shall be substituted as the plaintiff in Case No. EDNY 03 CV 0006, Elan
Pharmaceuticals, Inc . v. Eon
-61-
{PAGE}
Labs, Inc., pending in the U.S. District Court for the Eastern District of New
York and Case No. 03-1013, Elan Pharmaceuticals, Inc. v.
_____________
dt 1393905
;
|
Wyeth
As referenced in this Asset Purchase Agreement [Amended and Restated]:
Wyeth/ – 17. Cooperation Regarding Financial Statements.................63
SECTION 8.18. No Solicitation............................................64
SECTION 8.19. Medical Inquiries and Complaints...........................64
SECTION 8.20. Wyeth/ Elan Supply Agreement; Wyeth/Elan Master Agreement...65
SECTION 8.21. Pharma Marketing Settlement Agreement......................65
SECTION 8.22. Distribution and Co-Promotion
_____________
Wyeth/ – Statements.................63
SECTION 8.18. No Solicitation............................................64
SECTION 8.19. Medical Inquiries and Complaints...........................64
SECTION 8.20. Wyeth/Elan Supply Agreement; Wyeth/ Elan Master Agreement...65
SECTION 8.21. Pharma Marketing Settlement Agreement......................65
SECTION 8.22. Distribution and Co-Promotion Agreement....................65
SECTION 8.
_____________
Wyeth/ – SECTION 9.02. No Actions or Proceedings..................................69
SECTION 9.03. Consents...................................................69
SECTION 9.04. Elan Shareholder Approval..................................69
SECTION 9.05. Wyeth/ King Agreements......................................69
SECTION 9.06. Absence of Acquiror Material Adverse Effect................69
SECTION 9.07. Wyeth/Elan Supply Agreement................................69
{/TABLE}
-iii-
{
_____________
Wyeth/ – Shareholder Approval..................................69
SECTION 9.05. Wyeth/King Agreements......................................69
SECTION 9.06. Absence of Acquiror Material Adverse Effect................69
SECTION 9.07. Wyeth/ Elan Supply Agreement................................69
{/TABLE}
-iii-
{PAGE}
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE X
CONDITIONS TO THE OBLIGATIONS OF THE ACQUIROR
PARENT
_____________
Wyeth/ – SECTION 10.02. No Actions or Proceedings................................70
SECTION 10.03. Consents.................................................70
SECTION 10.04. Elan Shareholder Approval................................70
SECTION 10.05. Wyeth/ King Agreements....................................70
SECTION 10.06. Absence of Material Adverse Effect.......................70
ARTICLE XI
INDEMNIFICATION
SECTION 11.01. Survival of Representations, Warranties, Covenants,
_____________
dt 227000
;
 JPMorgan Chase
As referenced in this Asset Purchase Agreement [Amended and Restated]:
JPMorgan Chase Bank, – iii) the Escrow Agreement to be dated as
of the Closing Date by and among Wyeth Pharmaceuticals Company, Inc., the
applicable Acquiror and JPMorgan Chase Bank, substantially in the form which is
attached as Exhibit 3.01(c) to the Wyeth/Elan Supply Agreement.
"Wyeth/King Asset Transfer
_____________
dt 210114
;
More... |
Preview
Full Doc
| 2001 |
Asset Purchase Agreement for Corgard(R)
Asset Purchase Agreement for Corgard(R) (139K)
Doc #281697: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
for Corgard(R)
between
BRISTOL-MYERS SQUIBB COMPANY
as Seller,
and
KING PHARMACEUTICALS, INC.
as Purchaser
Dated as of August 8, 2001
================================================================================
{PAGE} 2
ASSET PURCHASE AGREEMENT dated as of August 8, 2001, (the "Agreement
Date") between Bristol-Myers Squibb Company, a Delaware corporation ("Seller"),
and King Pharmaceuticals, Inc. a Tennessee corporation ("Purchaser").
Seller has the right, directly or indirectly through its Affiliates, to
manufacture, distribute, market and sell the Product (as defined herein) in the
United States. Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller, the Acquired Assets (Section 8.02(b) identifies the
sections of this Agreement in which this term and other capitalized terms used
herein and not defined in Section 8.02(a) are defined). In addition, Purchaser
has agreed to assume from Seller the Assumed Liabilities.
Seller and Purchaser have entered into an Asset Purchase Agreement for
Florinef(TM), Delestrogen(R) and Corzide(R) dated as of the date hereof (the
"FDC Purchase Agreement").
Accordingly, the parties hereby agree as follows:
ARTICLE I.
SALE AND PURCHASE OF ASSETS
SECTION 1.01. PURCHASE AND SALE.
On the terms and subject to the conditions of this Agreement, at
Closing, Seller shall, and shall cause its Affiliates to, sell, assign,
transfer, convey and deliver to Purchaser, and Purchaser shall purchase from
Seller and its Affiliates, all the right, title and interest of Seller and such
Affiliates in, to and under the Acquired Assets, for (a) the amount set forth on
Schedule 1.01(a) (the "Purchase Price") and (b) the assumption by Purchaser of
the Assumed Liabilities. The purchase and sale of the Acquired Assets and the
assumption of the Assumed Liabilities are referred to in this Agreement
collectively as the "Acquisition".
SECTION 1.02 TRANSFER OF ASSETS.
(a) The term "Acquired Assets" means all of Seller's and its
Affiliates' rights, title and interest in, to and under those certain assets set
forth below:
(i) the Included Intellectual Property, including without
limitation, all U.S. Trademarks for the Product as set
forth on Schedule 1.02(a)(i); and
(ii) the right to use, on the terms and conditions specified in
the Supply Agreement and in Section 1.08 of this Agreement
all of Seller's and its Affiliates' rights, title and
interest in and to any and all regulatory files (including
correspondence with regulatory authorities), registrations
including the NDAs set forth on Schedule 1.02(a)(ii)
hereto, applications, approvals, licenses and permits
relating to the Business or the Acquired Assets (including
the Product) as of the Closing Date to, from or with any
Governmental Entity located in the Territory, but
specifically excluding the right to use any supplemental
registrations solely covering Novartis manufacturing
facilities filed to the NDA on behalf of Novartis by BMS;
(iii) all market materials, research data, customer and sales
information, product literature, promotional materials and
data, advertising and display materials and all training
materials in whatever medium (e.g., audio, visual or
print) exclusively related to the Business or to the
Acquired Assets (including the Product) and exclusively
used in the Territory;
1
{PAGE} 3
(iv) all records and recorded information, including customer
and supplier lists exclusively related to the Business or
the Acquired Assets (including the Product) and
exclusively used in the Territory, and the right to use
all records and recorded information related to the
Business or the Acquired Assets but which is co-exclusive
to both Purchaser and to Novartis under the Novartis
Agreements; and
(v) all the rights relating to the Acquired Assets, including
all claims, counterclaims, credits, causes of action,
choses in action, rights of recovery and rights of setoff.
(b) [Intentionally Omitted].
(c) Except for the rights granted to Purchaser in Section 1.08 of this
Agreement and Section 2.14 of the Supply Agreement, Purchaser also acknowledges
and agrees that it is not acquiring any rights, title or interest in, to and
under any of the following assets (the "Excluded Assets"):
(i) any real estate owned or leased by Seller or any of its
Affiliates;
(ii) all cash and cash equivalents of Seller or any of its
Affiliates;
(iii) the Names;
(iv) all Accounts Receivable;
(v) any assets, properties or rights of Seller or any of its
Affiliates other than the Acquired Assets;
(vi) except as conveyed pursuant to Section 1.07(c), any
inventories of the Business, including raw materials,
goods in process, finished goods, packaging, supplies and
labels;
(vii) any manufacturing equipment and packaging assets used in
the manufacture of the Product, and any warranty rights
applicable to such manufacturing equipment;
(viii) any refund or credit of Taxes attributable to any Tax
payable by Seller for any Pre-Closing Tax Period;
(ix) all rights, claims and credits of Seller or any of its
Affiliates, relating to any Excluded Asset or any Excluded
Liability, including any such items arising under
insurance policies and all guarantees, warranties,
indemnities and similar rights in favor of Seller or any
of its Affiliates relating to any Excluded Asset or any
Excluded Liability;
(x) except as expressly otherwise set forth in this Agreement
or the Related Instruments, all contract rights of Seller
or any of its Affiliates under this Agreement and the
Related Instruments;
(xi) all Retained Information, Excluded Know-How, all Patents
(other than Included Patents), all Trademarks (other than
Included Trademarks), all Trade Dress (other than Included
Trade Dress), all Copyrights (other than
2
{PAGE} 4
Included Copyrights), and all Internet Names (other than
Included Internet Names);
(xii) the NDA for the Product and any other Product
Registrations, including any filings made to, and
correspondence with regulatory authorities with respect to
any such regulatory files on behalf of Novartis, its
Affiliates and licensees pursuant to the Novartis
Agreements;
(xiii) [INTENTIONALLY OMITTED]
(xiv) any contracts, and any rights arising from any contracts,
entered into by Seller on or prior to the Closing Date
relating to the supply of the Product to Third Parties.
(d) Purchaser shall acquire the Acquired Assets free and clear of all
liabilities, obligations and commitments of Seller or any of its Affiliates,
other than the Assumed Liabilities, and free and clear of all Liens, other than
Permitted Liens.
SECTION 1.03 ASSUMED LIABILITIES.
(a) Upon the terms and subject to the conditions of this Agreement,
Purchaser shall assume, effective as of the day after the Closing, Purchaser
shall pay, perform and discharge when due, the following liabilities,
obligations and commitments of Seller and its Affiliates (the "Assumed
Liabilities"):
(i) all liabilities arising out of or relating to any product
liability, breach of warranty or similar claim for injury
to person or property which results from the use or misuse
of a Product shipped to a Third Party by or on behalf of
Purchaser after the Closing Date;
281697
|
King Pharma
As referenced in this Asset Purchase Agreement for Corgard(R):
KING PHARMACEUTICALS, – AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 2.1
EXECUTION COPY
================================================================================
ASSET PURCHASE AGREEMENT
for Corgard(R)
between
BRISTOL-MYERS SQUIBB COMPANY
as Seller,
and
KING PHARMACEUTICALS, INC.
as Purchaser
Dated as of August 8, 2001
================================================================================
{PAGE} 2
ASSET PURCHASE AGREEMENT dated as of August 8, 2001, (the "Agreement
_____________
King Pharmaceuticals, – 2
ASSET PURCHASE AGREEMENT dated as of August 8, 2001, (the "Agreement
Date") between Bristol-Myers Squibb Company, a Delaware corporation ("Seller"),
and King Pharmaceuticals, Inc. a Tennessee corporation ("Purchaser").
Seller has the right, directly or indirectly through its Affiliates, to
manufacture, distribute, market and sell the
_____________
King
Pharmaceuticals, – had been so transferred, and (iii) that all purchase orders
for Product received after the Closing Date should be sent to Purchaser at King
Pharmaceuticals, Inc., 501 Fifth Street, Bristol, Tennessee 37620, Attention:
ROY HILT.
SECTION 4.12 POST-CLOSING COOPERATION.
(a) Purchaser and Seller shall cooperate
_____________
King Pharmaceuticals, – 136 Main Street
Princeton, NJ 08540
Telephone: (609) 514-5990
Facsimile: (609) 951-0824
Attention: Betty Yan, Esq.
(b) if to Purchaser, to:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Telephone: (423) 989-8000
Facsimile: (423) 989-6282
Attention: Legal Affairs
with a copy to:
_____________
KING PHARMACEUTICALS, – Asset
Purchase Agreement as of the date first written above.
BRISTOL-MYERS SQUIBB COMPANY
By: /s/ Sandra Leung
----------------------------------------
Name: Sandra Leung
Title: Secretary
KING PHARMACEUTICALS, INC.
By: /s/ John M. Gregory
----------------------------------------
Name: John M. Gregory
Title: Chairman of the Board and
Chief Executive Officer
{/TEXT}
{/DOCUMENT}
_____________
dt 221505
;
Bristol-Myers
As referenced in this Asset Purchase Agreement for Corgard(R):
BRISTOL-MYERS SQUIBB – FILENAME}g71363a1ex2-1.txt
{DESCRIPTION}ASSET PURCHASE AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 2.1
EXECUTION COPY
================================================================================
ASSET PURCHASE AGREEMENT
for Corgard(R)
between
BRISTOL-MYERS SQUIBB COMPANY
as Seller,
and
KING PHARMACEUTICALS, INC.
as Purchaser
Dated as of August 8, 2001
================================================================================
{PAGE} 2
ASSET PURCHASE AGREEMENT dated as of
_____________
Bristol-Myers Squibb – as Purchaser
Dated as of August 8, 2001
================================================================================
{PAGE} 2
ASSET PURCHASE AGREEMENT dated as of August 8, 2001, (the "Agreement
Date") between Bristol-Myers Squibb Company, a Delaware corporation ("Seller"),
and King Pharmaceuticals, Inc. a Tennessee corporation ("Purchaser").
Seller has the right, directly or indirectly through its Affiliates,
_____________
Bristol-Myers Squibb – the following
addresses (or at such other address for a party as shall be specified by like
notice):
(a) if to Seller, to:
Bristol-Myers Squibb Company
P.O. Box 4000
Route 206 at Province Line Road
Princeton, NJ 08543-4000
Telephone: (609) 252-5328
Facsimile: (609) 252-6066
_____________
"Bristol-Myers Squibb – operating
results of the Business or any of the Acquired Assets (including the Product) of
the Business taken as a whole.
"Names" means "Bristol-Myers Squibb Company", "Bristol-Myers Squibb",
"BMS", "Bristol-Myers Product", "B-MS", "Squibb" and "E.R. Squibb & Sons",
"Apothecon", "Invamed", "Apothecon/Invamed", "Mead Johnson", "Mead
_____________
"Bristol-Myers Squibb" – Business or any of the Acquired Assets (including the Product) of
the Business taken as a whole.
"Names" means "Bristol-Myers Squibb Company", "Bristol-Myers Squibb" ,
"BMS", "Bristol-Myers Product", "B-MS", "Squibb" and "E.R. Squibb & Sons",
"Apothecon", "Invamed", "Apothecon/Invamed", "Mead Johnson", "Mead Johnson &
Company" variations
_____________
dt 225668
;
|
Novartis
As referenced in this Asset Purchase Agreement for Corgard(R):
Novartis – to, from or with any
Governmental Entity located in the Territory, but
specifically excluding the right to use any supplemental
registrations solely covering Novartis manufacturing
facilities filed to the NDA on behalf of Novartis by BMS;
(iii) all market materials, research data, customer and sales
information, product
_____________
Novartis – Territory, but
specifically excluding the right to use any supplemental
registrations solely covering Novartis manufacturing
facilities filed to the NDA on behalf of Novartis by BMS;
(iii) all market materials, research data, customer and sales
information, product literature, promotional materials and
data, advertising and display materials and
_____________
Novartis – all records and recorded information related to the
Business or the Acquired Assets but which is co-exclusive
to both Purchaser and to Novartis under the Novartis
Agreements; and
(v) all the rights relating to the Acquired Assets, including
all claims, counterclaims, credits, causes of action,
choses
_____________
Novartis
– recorded information related to the
Business or the Acquired Assets but which is co-exclusive
to both Purchaser and to Novartis under the Novartis
Agreements; and
(v) all the rights relating to the Acquired Assets, including
all claims, counterclaims, credits, causes of action,
choses in action,
_____________
Novartis, – other Product
Registrations, including any filings made to, and
correspondence with regulatory authorities with respect to
any such regulatory files on behalf of Novartis, its
Affiliates and licensees pursuant to the Novartis
Agreements;
(xiii) [INTENTIONALLY OMITTED]
(xiv) any contracts, and any rights arising from any contracts,
_____________
dt 226696
;
Reed Smith
As referenced in this Asset Purchase Agreement for Corgard(R):
Reed Smith – Province Line Road
Princeton, NJ 08543-4000
Telephone: (609) 252-5328
Facsimile: (609) 252-6066
Attention: Counsel -- PRI & WSBD
with a copy to:
Reed Smith LLP
Princeton Forrestal Village
136 Main Street
Princeton, NJ 08540
Telephone: (609) 514-5990
Facsimile: (609) 951-0824
Attention: Betty Yan, Esq.
(
_____________
dt 209234
|
Preview
Full Doc
| 2001 |
Asset Purchase Agreement for Florinef(TM), Delestrogen(R) and Corzide(R)
Asset Purchase Agreement for Florinef(TM), Delestrogen(R) and Corzide(R) (144K)
Doc #281698: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
for Florinef(TM), Delestrogen(R) and Corzide(R)
between
BRISTOL-MYERS SQUIBB COMPANY
as Seller,
and
KING PHARMACEUTICALS, INC.
as Purchaser
Dated as of August 8, 2001
================================================================================
{PAGE} 2
ASSET PURCHASE AGREEMENT dated as of August 8, 2001, (the "Agreement
Date") between Bristol-Myers Squibb Company, a Delaware corporation ("Seller"),
and King Pharmaceuticals, Inc. a Tennessee corporation ("Purchaser").
Seller has the right, directly or indirectly through its Affiliates, to
manufacture, distribute, market and sell each Product (as defined herein) in the
United States. Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller, the Acquired Assets (Section 8.02(b) identifies the
sections of this Agreement in which this term and other capitalized terms used
herein and not defined in Section 8.02(a) are defined). In addition, Purchaser
has agreed to assume from Seller the Assumed Liabilities.
Seller and Purchaser have entered into an Asset Purchase Agreement for
Corgard(R) dated as of the date hereof (the "CORGARD Purchase Agreement").
Accordingly, the parties hereby agree as follows:
ARTICLE I.
SALE AND PURCHASE OF ASSETS
SECTION 1.01 PURCHASE AND SALE.
On the terms and subject to the conditions of this Agreement, at
Closing, Seller shall, and shall cause its Affiliates to, sell, assign,
transfer, convey and deliver to Purchaser, and Purchaser shall purchase from
Seller and its Affiliates, all the right, title and interest of Seller and such
Affiliates in, to and under the Acquired Assets, for (a) the amount set forth on
Schedule 1.01(a) (the "Purchase Price") and (b) the assumption by Purchaser of
the Assumed Liabilities. The purchase and sale of the Acquired Assets and the
assumption of the Assumed Liabilities are referred to in this Agreement
collectively as the "Acquisition".
SECTION 1.02 TRANSFER OF ASSETS.
(a) The term "Acquired Assets" means all of Seller's and its
Affiliates' rights, title and interest in, to and under those certain assets set
forth below:
(i) the Included Intellectual Property, including without
limitation, all U.S. Trademarks for each Product, set
forth on Schedule 1.02(a)(i) hereto;
(ii) all registrations (and all submissions to and
correspondence with regulatory authorities)applications,
approvals, licenses and permits relating to each Business
or the Acquired Assets (including each Product) as of the
Closing Date to, from or with any Governmental Entity
located in the Territory, including the NDAs set forth on
Schedule 1.02(a)(ii) hereto;
(iii) all market materials, research data, customer and sales
information, product literature, promotional materials and
data, advertising and display materials and all training
materials in whatever medium (e.g., audio, visual or
print) exclusively related to each Business or to the
Acquired Assets (including each Product) and exclusively
used in the Territory;
(iv) all records and recorded information, including customer
and supplier lists exclusively related to each Business or
the Acquired Assets (including each Product) and
exclusively used in the Territory; and
1
{PAGE} 3
(v) all the rights relating to the Acquired Assets, including
all claims, counterclaims, credits, causes of action,
choses in action, rights of recovery and rights of setoff.
(b) [Intentionally omitted].
(c) Except for the rights granted to Purchaser in Section 1.08 of this
Agreement and Section 2.14 of the Supply Agreement, Purchaser also acknowledges
and agrees that it is not acquiring any rights, title or interest in, to and
under any of the following assets (the "Excluded Assets"):
(i) any real estate owned or leased by Seller or any of its
Affiliates;
(ii) all cash and cash equivalents of Seller or any of its
Affiliates;
(iii) the Names;
(iv) all Accounts Receivable;
(v) any assets, properties or rights of Seller or any of its
Affiliates other than the Acquired Assets;
(vi) except as conveyed pursuant to Section 1.07(c), any
inventories of each Business, including raw materials,
goods in process, finished goods, packaging, supplies and
labels;
(vii) any manufacturing equipment and packaging assets used in
the manufacture of each Product, and any warranty rights
applicable to such manufacturing equipment;
(viii) any refund or credit of Taxes attributable to any Tax
payable by Seller for any Pre-Closing Tax Period;
(ix) all rights, claims and credits of Seller or any of its
Affiliates, relating to any Excluded Asset or any Excluded
Liability, including any such items arising under
insurance policies and all guarantees, warranties,
indemnities and similar rights in favor of Seller or any
of its Affiliates relating to any Excluded Asset or any
Excluded Liability;
(x) except as expressly otherwise set forth in this Agreement
or the Related Instruments, all contract rights of Seller
or any of its Affiliates under this Agreement and the
Related Instruments;
(xi) all Retained Information, Excluded Know-How, all Patents
(other than Included Patents), all Trademarks (other than
Included Trademarks), all Trade Dress (other than Included
Trade Dress), all Copyrights (other than Included
Copyrights), and all Internet Names (other than Included
Internet Names);
(xii) any contracts and any rights arising from any contracts,
entered into by Seller on or prior to the Closing Date
relating to the supply of the Products to Third Parties.
2
{PAGE} 4
(d) Purchaser shall acquire the Acquired Assets free and clear of all
liabilities, obligations and commitments of Seller or any of its Affiliates,
other than the Assumed Liabilities, and free and clear of all Liens, other than
Permitted Liens.
SECTION 1.03 ASSUMED LIABILITIES.
(a) Upon the terms and subject to the conditions of this Agreement,
Purchaser shall assume, effective as of the day after the Closing Date, and
Purchaser shall pay, perform and discharge when due, the following liabilities,
obligations and commitments of Seller and its Affiliates (the "Assumed
Liabilities"):
(i) all liabilities arising out of or relating to any product
liability, breach of warranty or similar claim for injury
to person or property which results from the use or misuse
of a Product shipped to a Third Party by or on behalf of
Purchaser after the Closing;
(ii) all other liabilities, obligations and commitments of
whatever kind and nature, primary or secondary, direct or
indirect, absolute or contingent, known or unknown,
whether or not accrued, arising out of or relating to,
directly or indirectly, each Business (subject to the
obligation of the Parties in the Supply Agreement), the
Products, or the Acquired Assets or the ownership, sale or
lease of any of the Acquired Assets but only to the extent
related to any period after the Closing Date; and
(iii) all other liabilities, obligations and commitments assumed
by the Purchaser as set forth in Section 1.07.
(b) [Intentionally Omitted]
(c) Notwithstanding any other provision of this Agreement or any
Related Instrument, Purchaser shall not assume any Excluded Liability, each of
which shall be retained and paid, performed and discharged when due by Seller
281698
|
King Pharma
As referenced in this Asset Purchase Agreement for Florinef(TM), Delestrogen(R) and Corzide(R):
KING PHARMACEUTICALS, – 2.2
EXECUTION COPY
================================================================================
ASSET PURCHASE AGREEMENT
for Florinef(TM), Delestrogen(R) and Corzide(R)
between
BRISTOL-MYERS SQUIBB COMPANY
as Seller,
and
KING PHARMACEUTICALS, INC.
as Purchaser
Dated as of August 8, 2001
================================================================================
{PAGE} 2
ASSET PURCHASE AGREEMENT dated as of August 8, 2001, (the "Agreement
_____________
King Pharmaceuticals, – 2
ASSET PURCHASE AGREEMENT dated as of August 8, 2001, (the "Agreement
Date") between Bristol-Myers Squibb Company, a Delaware corporation ("Seller"),
and King Pharmaceuticals, Inc. a Tennessee corporation ("Purchaser").
Seller has the right, directly or indirectly through its Affiliates, to
manufacture, distribute, market and sell each
_____________
King
Pharmaceuticals, – had been so transferred, and (iii) that all purchase orders
for Product received after the Closing Date should be sent to Purchaser at King
Pharmaceuticals, Inc., 501 Fifth Street, Bristol, Tennessee 37620, Attention:
ROY HILT.
SECTION 4.12 POST-CLOSING COOPERATION.
(a) Purchaser and Seller shall cooperate
_____________
King Pharmaceuticals, – 136 Main Street
Princeton, NJ 08540
Telephone: (609) 514-5990
Facsimile: (609) 951-0824
Attention: Betty Yan, Esq.
(b) if to Purchaser, to:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Telephone: (423) 989-8000
Facsimile: (423) 989-6282
Attention: Legal Affairs
with a copy to:
_____________
KING PHARMACEUTICALS, – Asset
Purchase Agreement as of the date first written above.
BRISTOL-MYERS SQUIBB COMPANY
By: /s/ Sandra Leung
----------------------------------------
Name: Sandra Leung
Title: Secretary
KING PHARMACEUTICALS, INC.
By: /s/ John M. Gregory
----------------------------------------
Name: John M. Gregory
Title: Chairman of the Board and
Chief Executive Officer
{/TEXT}
{/DOCUMENT}
_____________
dt 221506
;
Bristol-Myers
As referenced in this Asset Purchase Agreement for Florinef(TM), Delestrogen(R) and Corzide(R):
BRISTOL-MYERS SQUIBB – ASSET PURCHASE AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 2.2
EXECUTION COPY
================================================================================
ASSET PURCHASE AGREEMENT
for Florinef(TM), Delestrogen(R) and Corzide(R)
between
BRISTOL-MYERS SQUIBB COMPANY
as Seller,
and
KING PHARMACEUTICALS, INC.
as Purchaser
Dated as of August 8, 2001
================================================================================
{PAGE} 2
ASSET PURCHASE AGREEMENT dated as of
_____________
Bristol-Myers Squibb – as Purchaser
Dated as of August 8, 2001
================================================================================
{PAGE} 2
ASSET PURCHASE AGREEMENT dated as of August 8, 2001, (the "Agreement
Date") between Bristol-Myers Squibb Company, a Delaware corporation ("Seller"),
and King Pharmaceuticals, Inc. a Tennessee corporation ("Purchaser").
Seller has the right, directly or indirectly through its Affiliates,
_____________
Bristol-Myers Squibb – the following
addresses (or at such other address for a party as shall be specified by like
notice):
(a) if to Seller, to:
Bristol-Myers Squibb Company
P.O. Box 4000
Route 206 at Province Line Road
Princeton, NJ 08543-4000
Telephone: (609) 252-5328
Facsimile: (609) 252-6066
_____________
"Bristol-Myers Squibb – operating
results of each Business or any of the Acquired Assets (including each Product)
of each Business taken as a whole.
"Names" means "Bristol-Myers Squibb Company", "Bristol-Myers Squibb",
"Seller", "Bristol-Myers Product", "B-MS", "Squibb" and "E.R. Squibb & Sons",
"Apothecon", "Invamed", "Apothecon/Invamed", "Mead Johnson", "Mead
_____________
"Bristol-Myers Squibb" – Business or any of the Acquired Assets (including each Product)
of each Business taken as a whole.
"Names" means "Bristol-Myers Squibb Company", "Bristol-Myers Squibb" ,
"Seller", "Bristol-Myers Product", "B-MS", "Squibb" and "E.R. Squibb & Sons",
"Apothecon", "Invamed", "Apothecon/Invamed", "Mead Johnson", "Mead Johnson &
Company" variations
_____________
dt 225669
;
|
Reed Smith
As referenced in this Asset Purchase Agreement for Florinef(TM), Delestrogen(R) and Corzide(R):
Reed Smith – Province Line Road
Princeton, NJ 08543-4000
Telephone: (609) 252-5328
Facsimile: (609) 252-6066
Attention: Counsel -- PRI & WSBD
with a copy to:
Reed Smith LLP
Princeton Forrestal Village
136 Main Street
Princeton, NJ 08540
Telephone: (609) 514-5990
Facsimile: (609) 951-0824
Attention: Betty Yan, Esq.
(
_____________
dt 209235
|
Preview
Full Doc
| 2000 |
Asset Purchase Agreement
Asset Purchase Agreement (86K)
Doc #281756: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT dated as of June 22, 2000 (the
"Agreement") by and between AMERICAN HOME PRODUCTS CORPORATION, a Delaware
corporation ("AHP" or "Seller") and King Pharmaceuticals, Inc., a Tennessee
corporation ("Buyer"). Seller and Buyer may each be referred to herein
individually as a "Party" and collectively as the "Parties".
W I T N E S S E T H:
WHEREAS, Seller, through its Wyeth-Ayerst Laboratories Division, is
engaged in, among other things, the marketing and sale of certain products for
human use marketed under the Bicillin(R), Wycillin(R) and Nordette(R) brand
names (the "Brands"); and
WHEREAS, Buyer desires to purchase certain assets of Seller relating to
the Brands in the Territory (as defined below), and Seller desires to sell such
assets to Buyer, upon the terms and subject to the conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties, covenants and agreements herein contained, the
Parties hereto, intending to be legally bound, agree as follows:
ARTICLE 1
DEFINITIONS
Whenever used in this Agreement, unless otherwise clearly indicated by
the context, the terms defined below shall have the indicated meanings:
1.1 "Affiliate" shall mean, with respect to any Person, any Person
which directly or indirectly through stock ownership or through other
arrangements either controls, or is controlled by or is under common control
with, such Person, provided, however, for purposes of this Agreement the term
"Affiliate" shall not include subsidiaries in which a Person owns a majority of
the ordinary voting power to elect a majority of the board of directors but is
restricted from electing such majority by contract or otherwise, until such time
as such restrictions are no longer in effect.
1.2 "Aggrieved Party" shall have the meaning set forth in Section 8.2.
1.3 "Allocation Statement" shall have the meaning set forth on Section
2.6.
1.4 "Applicable Laws" shall mean, with respect to the Purchased Assets
in the Territory, all laws, treaties, statutes, ordinances, judgments, decrees,
rules, injunctions, writs, regulations, binding arbitration rulings, orders,
judicial or administrative interpretations of, any
1
{PAGE} 3
Governmental Authority having jurisdiction over the Purchased Assets in the
Territory, as may be in effect prior to the Closing Date.
1.5 "Applicable Permits" shall mean any waiver, exemption, variance,
permit, authorization, license or similar approval, required to be obtained
under Applicable Laws in connection with the Purchased Assets.
1.6 "Assumed Liabilities" shall mean (i) all future obligations
relating exclusively to the Products that are required to be performed and
fulfilled after the Closing under the terms of the Customer Contracts; (ii)
except to the extent Buyer is specifically entitled to reimbursement pursuant to
the terms of Section 2.10, obligations for the return of Products and for
Product coupons returned after the Closing Date; (iii) state and federal
Medicaid/Medicare rebates, managed care and administrative fees, in connection
with Products sold in the Territory by Buyer (a) under the Marketing and
Distribution Agreement, or (b) after the Closing Date; (iv) all customer
chargebacks and similar payments to customers in connection with Products sold
in the Territory, having activity dates (the date that a wholesaler ships the
Product to a customer) from and after June 22, 2000; and (v) all product
liability claims relating to the occurrences of injuries caused by Products sold
by Buyer or the Purchased Assets from and after the Closing, except for any
liabilities for which Seller has specifically agreed to indemnify Buyer pursuant
to the terms of the Supply Agreements.
1.7 "Books and Records" shall mean the original books and records of
Seller related exclusively to the Products or the Purchased Assets and copies of
such other books and records of Seller to the extent related to the Purchased
Assets.
1.8 "Brands" shall have the meaning set forth in the first whereas
clause of this Agreement.
1.9 "Closing" shall have the meaning set forth in Section 2.3.
1.10 "Closing Date" shall have the meaning set forth in Section 2.3.
1.11 "Code" shall mean the U.S. Internal Revenue Code of 1986, as
amended.
1.12 "Commercially Reasonable Efforts" shall mean reasonable efforts
and resources at least equal to those normally used by a Party for a product
owned by it or to which it has rights.
1.13 "Copromotion Agreement" shall mean that certain copromotion
agreement entered into by the parties on even date herewith, pursuant to which
Seller will have the right to copromote with Buyer, Buyer's pharmaceutical
products containing ramipril or ramiprilat, including, without limitation,
281756
|
King Pharma
As referenced in this Asset Purchase Agreement:
KING PHARMACEUTICALS, – ex10-2.txt
{DESCRIPTION}ASSET PURCHASE AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 10.2
CONFIDENTIAL
ASSET PURCHASE AGREEMENT
Between
AMERICAN HOME PRODUCTS CORPORATION
And
KING PHARMACEUTICALS, INC.
{PAGE} 2
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT dated as of June 22, 2000 (the
"Agreement") by and between AMERICAN
_____________
King Pharmaceuticals, – AGREEMENT dated as of June 22, 2000 (the
"Agreement") by and between AMERICAN HOME PRODUCTS CORPORATION, a Delaware
corporation ("AHP" or "Seller") and King Pharmaceuticals, Inc., a Tennessee
corporation ("Buyer"). Seller and Buyer may each be referred to herein
individually as a "Party" and collectively as the "
_____________
King Pharmaceuticals, – Five Giralda Farms
Madison, New Jersey 07940
Attention: Senior Vice President
and General Counsel
Telecopier Number: (973) 660-7155
(b) if to Buyer:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attention: President
Telecopier Number: (423) 989-8806
with a copy to:
King Pharmaceuticals, Inc.
501
_____________
King Pharmaceuticals, – if to Buyer:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attention: President
Telecopier Number: (423) 989-8806
with a copy to:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attention: Executive Vice President and General Counsel
Telecopier Number: (423) 989-6282
Notice so given (
_____________
KING PHARMACEUTICALS, – above written.
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ Kenneth J. Martin
----------------------------------------
Name: Kenneth J. Martin
Title: Senior Vice President and Chief
Financial Officer
KING PHARMACEUTICALS, INC.
By: /s/ Jefferson J. Gregory
----------------------------------------
Name: Jefferson J. Gregory
Title: President and Chief Operating
Officer
29
{/TEXT}
{/DOCUMENT}
_____________
dt 221560
;
Wyeth
As referenced in this Asset Purchase Agreement:
Wyeth- – individually as a "Party" and collectively as the "Parties".
W I T N E S S E T H:
WHEREAS, Seller, through its Wyeth- Ayerst Laboratories Division, is
engaged in, among other things, the marketing and sale of certain products for
human use marketed under the Bicillin(
_____________
"Wyeth- – Purchased Trademarks" shall mean (a) the trademarks listed on
Schedule 3.6(a), service marks, trade names (excluding the names "American Home
Products," "Wyeth- Ayerst," "Lederle", the "Safer Sex Initiative" and "Pilpak"
trademark currently used in connection with the Nordette(R) Product, and
derivatives and variations thereof),
_____________
Wyeth- – purchase of the Purchased Assets and the consummation of the other
transactions contemplated hereby (the "Closing") shall take place at the offices
of Wyeth- Ayerst Laboratories, 150 A-3 North Radnor-Chester Road, St. Davids, PA
19087 on the later of July 7, 2000 or the third
_____________
"Wyeth- – Buyer shall revise product literature and labeling (including stickering),
change packaging and stationery, and otherwise discontinue use of the names
"American Home Products," "Wyeth- Ayerst," "Lederle", the "Safer Sex Initiative"
and "Pilpak" trademarks currently used in connection with the Nordette(R)
Product, and derivatives and variations thereof
_____________
Wyeth- – at the following addresses or at such other addresses as shall be
specified by the Parties by like notice:
(a) if to Seller:
Wyeth- Ayerst Laboratories
555 E. Lancaster Avenue
St. Davids, PA 19087
Attention: Senior Vice President
Global Business Development
Telecopier Number: (610) 688-9498
with
_____________
dt 227018
;
| American Home Products Corporation
|
Preview
Full Doc
| 2003 |
Asset Purchase Agreement [Amended and Restated]
Asset Purchase Agreement [Amended and Restated] (275K)
Doc #302627: Click preview link for longer preview.
AMENDED AND RESTATED
ASSET PURCHASE AGREEMENT
by and among
ELAN CORPORATION, PLC
ELAN PHARMA INTERNATIONAL LIMITED
ELAN PHARMACEUTICALS, INC.
and
KING PHARMACEUTICALS, INC.
JONES PHARMA INCORPORATED
MONARCH PHARMACEUTICALS, INC.
dated as of May 19, 2003
================================================================================
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms..................................................1
SECTION 1.02. Construction of Certain Terms and Phrases ....................18
ARTICLE II
PURCHASE AND SALE OF ASSETS
SECTION 2.01. Purchase and Sale of Assets at the Closing ...................19
SECTION 2.02. Excluded Assets...............................................20
SECTION 2.03. Retention of Assets...........................................21
SECTION 2.04. Assignability and Consents....................................21
ARTICLE III
ASSUMPTION OF LIABILITIES
SECTION 3.01. Assumption of Liabilities.....................................22
ARTICLE IV
PURCHASE PRICE AND PAYMENT
SECTION 4.01. Purchase Price................................................25
SECTION 4.02. Allocation of Purchase Price..................................26
SECTION 4.03. Sales, Use and Other Taxes....................................26
SECTION 4.04. Tax Withholding...............................................27
SECTION 4.05. Closing Date Inventory Value Adjustments......................27
SECTION 4.06. Skelaxin Purchase Price Adjustment............................28
ARTICLE V
CLOSING
SECTION 5.01. Time and Place................................................28
SECTION 5.02. Deliveries at Closing.........................................29
-i-
{PAGE}
Page
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE ELAN COMPANIES
SECTION 6.01. Organization, Etc.............................................30
SECTION 6.02. Authority of the Elan Companies...............................31
SECTION 6.03. Consents and Approvals........................................32
SECTION 6.04. Non-Contravention.............................................32
SECTION 6.05. Contracts.....................................................32
SECTION 6.06. Intellectual Property Rights..................................33
SECTION 6.07. Employee Matters..............................................35
SECTION 6.08. Litigation....................................................36
SECTION 6.09. Compliance with Law...........................................36
SECTION 6.10. Inventory.....................................................38
SECTION 6.11. Brokers.......................................................38
SECTION 6.12. Sufficiency of Purchased Assets...............................38
SECTION 6.13. Customers and Suppliers.......................................38
SECTION 6.14. Operation of the Business; Description of the Business .......39
SECTION 6.15. Financial Information.........................................39
SECTION 6.16. Title.........................................................39
SECTION 6.17. Voting Requirements...........................................39
SECTION 6.18. Insurance.....................................................40
SECTION 6.19. Pharma Marketing Settlement Agreement.........................40
SECTION 6.20. Certain Covenants Under the Original Agreement ...............40
SECTION 6.21. No Other Representations and Warranties.......................40
ARTICLE VII
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR
PARENT AND THE ACQUIRORS
SECTION 7.01. Corporate Organization........................................41
SECTION 7.02. Authority of the Acquiror Parent and the Acquirors ...........41
SECTION 7.03. Consents and Approvals........................................41
SECTION 7.04. Non-Contravention.............................................42
SECTION 7.05. Litigation....................................................42
SECTION 7.06. Brokers.......................................................42
SECTION 7.07. Financial Capability..........................................42
SECTION 7.08. No Other Representations or Warranties........................43
-ii-
{PAGE}
Page
ARTICLE VIII
COVENANTS OF THE PARTIES
SECTION 8.01. Operation of the Businesses...................................43
SECTION 8.02. Commercially Reasonable Efforts...............................44
SECTION 8.03. Cooperation...................................................45
SECTION 8.04. Access........................................................46
SECTION 8.05. Public Announcements; Confidentiality.........................48
SECTION 8.06. Corporate Names...............................................50
SECTION 8.07. Regulatory Matters............................................51
SECTION 8.08. Returns, Rebates and Chargebacks..............................51
SECTION 8.09. Indigent Patient Program......................................56
SECTION 8.10. Employee Matters..............................................56
SECTION 8.11. Bulk Transfer Laws............................................59
SECTION 8.12. Covenant Not to Compete.......................................59
SECTION 8.13. Further Assurances............................................60
SECTION 8.14. HSR Act and Irish Competition Act Filings ....................60
SECTION 8.15. Elan Companies' Right of Reference............................61
SECTION 8.16. Litigation Substitution.......................................62
SECTION 8.17. Cooperation Regarding Financial Statements ...................64
SECTION 8.18. No Solicitation...............................................64
SECTION 8.19. Medical Inquiries and Complaints..............................65
SECTION 8.20. Wyeth/Elan Supply Agreement; Wyeth/Elan Master Agreement .....65
SECTION 8.21. Pharma Marketing Settlement Agreement.........................65
SECTION 8.22. Distribution and Co-Promotion Agreement.......................66
SECTION 8.23. Skelaxin License..............................................66
SECTION 8.24. NanoCrystal Technology........................................67
SECTION 8.25. Additional Skelaxin Formulations..............................67
SECTION 8.26. Annual Adjustment Amount......................................68
ARTICLE IX
CONDITIONS TO THE OBLIGATIONS OF
THE ELAN COMPANIES FOR THE CLOSING
SECTION 9.01. Representations, Warranties and Covenants ....................69
SECTION 9.02. No Actions or Proceedings.....................................69
302627
|
King Pharma
As referenced in this Asset Purchase Agreement [Amended and Restated]:
KING PHARMACEUTICALS, – 4(a)(3)
================================================================================
AMENDED AND RESTATED
ASSET PURCHASE AGREEMENT
by and among
ELAN CORPORATION, PLC
ELAN PHARMA INTERNATIONAL LIMITED
ELAN PHARMACEUTICALS, INC.
and
KING PHARMACEUTICALS, INC.
JONES PHARMA INCORPORATED
MONARCH PHARMACEUTICALS, INC.
dated as of May 19, 2003
================================================================================
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
SECTION
_____________
King Pharmaceuticals, – AGREEMENT
This AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this "Agreement")
is made and entered into as of May 19, 2003, by and among King Pharmaceuticals,
Inc., a Tennessee corporation (the "Acquiror Parent"), Jones Pharma
Incorporated, a Delaware corporation ("JPI"), and Monarch Pharmaceuticals, Inc.,
a Tennessee corporation ("MPI") (
_____________
King Pharmaceuticals, – maintains records of delivery to the parties at the following addresses or
facsimile numbers:
If to the Acquiror Parent or the Acquirors to:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, TN 37620
Facsimile: (423) 989-6282
Attention: John A.A. Bellamy
With copies to:
Cravath, Swaine & Moore
_____________
KING PHARMACEUTICALS, – Insley
Title: Authorised Signatory
ELAN PHARMACEUTICALS, INC.
By: /s/ JEAN M. DUVALL
---------------------------------------
Name: Jean M. Duvall
Title: Senior Vice President, Legal Affairs
{PAGE}
KING PHARMACEUTICALS, INC.
By: /s/ JAMES R. LATTANZI
-------------------------------------
Name: James R. Lattanzi
Title: Chief Financial Officer
JONES PHARMA INCORPORATED
By: /s/ JOHN BELLAMY
-------------------------------------
Name:
_____________
dt 273585
;
Elan
As referenced in this Asset Purchase Agreement [Amended and Restated]:
ELAN CORP – txt
{DESCRIPTION}AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
{TEXT}
{PAGE}
EX. 4(a)(3)
================================================================================
AMENDED AND RESTATED
ASSET PURCHASE AGREEMENT
by and among
ELAN CORP ORATION, PLC
ELAN PHARMA INTERNATIONAL LIMITED
ELAN PHARMACEUTICALS, INC.
and
KING PHARMACEUTICALS, INC.
JONES PHARMA INCORPORATED
MONARCH PHARMACEUTICALS, INC.
dated as of May
_____________
Elan Corp – corporation ("MPI") (JPI and MPI each an "Acquiror" and collectively
the "Acquirors"; the Acquirors, together with the Acquiror Parent, the "King
Companies"), and Elan Corp oration, plc, a public limited company organized under
the laws of Ireland (the "Elan Parent"), Elan Pharma International Limited, a
private limited company
_____________
Elan
corp – to this Agreement) of the ability to grant
intellectual property rights.
-4-
{PAGE}
"Corporate Names" means the trademark and service mark "ELAN", the Elan
corp orate logo, and trade names of the Elan Companies, including the word "ELAN"
together with any variations and derivatives thereof and any other
_____________
Elan Corp – the Americas
New York, NY 10036
Facsimile: (212) 869-9742/8864
Attention: F. Dominic Cerrito
-79-
{PAGE}
If to the Elan Companies to:
Elan Corp oration, plc
c/o Elan International Services, Ltd.
102 St. James Street
Flatts, Smiths FL04
BERMUDA
Facsimile: (441) 292-2224
Attention: Kevin Insley
_____________
ELAN CORP – PAGE]
-82-
{PAGE}
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto all as of the date first above written.
ELAN CORP ORATION, PLC
By: /s/ KEVIN INSLEY
---------------------------------------
Name: Kevin Insley
Title: Authorised Signatory
ELAN PHARMA INTERNATIONAL LIMITED
By: /s/ KEVIN INSLEY
---------------------------------------
Name: Kevin Insley
_____________
dt 271420
;
Elan Pharma
As referenced in this Asset Purchase Agreement [Amended and Restated]:
ELAN PHARMACEUTICALS, INC – txt
{DESCRIPTION}AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
{TEXT}
{PAGE}
EX. 4(a)(3)
================================================================================
AMENDED AND RESTATED
ASSET PURCHASE AGREEMENT
by and among
ELAN CORPORATION, PLC
ELAN PHARMA INTERNATIONAL LIMITED
ELAN PHARMACEUTICALS, INC .
and
KING PHARMACEUTICALS, INC.
JONES PHARMA INCORPORATED
MONARCH PHARMACEUTICALS, INC.
dated as of May 19, 2003
================================================================================
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms..................................................
_____________
Elan
Pharmaceuticals, Inc – plc, a public limited company organized under
the laws of Ireland (the "Elan Parent"), Elan Pharma International Limited, a
private limited company organized under the laws of Ireland ("EPIL"), and Elan
Pharmaceuticals, Inc ., a Delaware corporation ("EPI" and, together with the Elan
Parent and EPIL, the "Elan Companies").
RECITALS
The King Companies and the Elan Companies are parties to that certain
Asset
_____________
Elan Pharmaceuticals, Inc – or listed in the FDA's Approved Drug Products with
Therapeutic Equivalence Evaluations, including any such determination by the
court in the matter of Case No. EDNY 03 CV 0006, Elan Pharmaceuticals, Inc . v.
Eon Labs, Inc. and Elan Pharmaceuticals, Inc. v. Core Pharma, LLC.
"Skelaxin Assets" has the meaning set forth in Section 2.01(a).
"Skelaxin Books and Records" shall
_____________
Elan Pharmaceuticals, Inc – Products with
Therapeutic Equivalence Evaluations, including any such determination by the
court in the matter of Case No. EDNY 03 CV 0006, Elan Pharmaceuticals, Inc. v.
Eon Labs, Inc. and Elan Pharmaceuticals, Inc . v. Core Pharma, LLC.
"Skelaxin Assets" has the meaning set forth in Section 2.01(a).
"Skelaxin Books and Records" shall mean all of the Books and Records
necessary
_____________
Elan
Pharmaceuticals, Inc – Substitution. (a) The King Companies agree and
acknowledge that, promptly after the Closing, the applicable King Companies
shall be substituted as the plaintiff in Case No. EDNY 03 CV 0006, Elan
Pharmaceuticals, Inc . v. Eon Labs, Inc., pending in the U.S. District Court for
the Eastern District of New York and Case No. 03-1013, Elan Pharmaceuticals,
Inc. v. Corepharma, LLC,
_____________
dt 1393916
;
|
Wyeth
As referenced in this Asset Purchase Agreement [Amended and Restated]:
Wyeth/ – 17. Cooperation Regarding Financial Statements ...................64
SECTION 8.18. No Solicitation...............................................64
SECTION 8.19. Medical Inquiries and Complaints..............................65
SECTION 8.20. Wyeth/ Elan Supply Agreement; Wyeth/Elan Master Agreement .....65
SECTION 8.21. Pharma Marketing Settlement Agreement.........................65
SECTION 8.22. Distribution and Co-Promotion
_____________
Wyeth/ – Statements ...................64
SECTION 8.18. No Solicitation...............................................64
SECTION 8.19. Medical Inquiries and Complaints..............................65
SECTION 8.20. Wyeth/Elan Supply Agreement; Wyeth/ Elan Master Agreement .....65
SECTION 8.21. Pharma Marketing Settlement Agreement.........................65
SECTION 8.22. Distribution and Co-Promotion Agreement.......................66
SECTION 8.
_____________
Wyeth/ – SECTION 9.02. No Actions or Proceedings.....................................69
SECTION 9.03. Consents......................................................69
SECTION 9.04. Elan Shareholder Approval.....................................69
SECTION 9.05. Wyeth/ King Agreements.........................................69
SECTION 9.06. Absence of Acquiror Material Adverse Effect ..................70
SECTION 9.07. Wyeth/Elan Supply Agreement...................................70
-iii-
{PAGE}
_____________
Wyeth/ – Shareholder Approval.....................................69
SECTION 9.05. Wyeth/King Agreements.........................................69
SECTION 9.06. Absence of Acquiror Material Adverse Effect ..................70
SECTION 9.07. Wyeth/ Elan Supply Agreement...................................70
-iii-
{PAGE}
Page
ARTICLE X
CONDITIONS TO THE OBLIGATIONS OF THE ACQUIROR
PARENT AND THE ACQUIRORS FOR THE CLOSING
_____________
Wyeth/ – SECTION 10.02. No Actions or Proceedings.....................................70
SECTION 10.03. Consents......................................................71
SECTION 10.04. Elan Shareholder Approval.....................................71
SECTION 10.05. Wyeth/ King Agreements.........................................71
SECTION 10.06. Absence of Material Adverse Effect............................71
ARTICLE XI
INDEMNIFICATION
SECTION 11.01. Survival of Representations, Warranties, Covenants,
_____________
dt 270134
;
JPMorgan Chase
As referenced in this Asset Purchase Agreement [Amended and Restated]:
JPMorgan Chase Bank, – iii) the Escrow Agreement to be dated as
of the Closing Date by and among Wyeth Pharmaceuticals Company, Inc., the
applicable Acquiror and JPMorgan Chase Bank, substantially in the form which is
attached as Exhibit 3.01(c) to the Wyeth/Elan Supply Agreement.
"Wyeth/King Asset Transfer
_____________
dt 274587
;
More... |
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| 2004 |
Asset Purchase Agreement
Asset Purchase Agreement (90K)
Doc #327099: Click preview link for longer preview.
Portions of this exhibit marked [*] are omitted and
are requested to be treated confidentially.
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this �Agreement�), is entered into as of June 30, 2004, by and among KING PHARMACEUTICALS, INC., a Tennessee corporation (�King�), MONARCH PHARMACEUTICALS, INC., a Tennessee corporation (�Monarch�), PARKEDALE PHARMACEUTICALS, INC., a Michigan corporation (�Parkedale� and together with King and Monarch, �Seller�), SALIX PHARMACEUTICALS, INC., a California corporation (�Salix Sub�), and SALIX PHARMACEUTICALS, LTD., a . . .
327099
|
King Pharma
As referenced in this Asset Purchase Agreement:
KING PHARMACEUTICALS, INC – be treated confidentially.
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this Agreement), is entered into as of June 30, 2004, by and among KING PHARMACEUTICALS, INC ., a Tennessee corporation (King), MONARCH PHARMACEUTICALS, INC., a Tennessee corporation (Monarch), PARKEDALE PHARMACEUTICALS, INC., a Michigan corporation (Parkedale and together with King
_____________
King Pharmaceuticals, Inc – Drive
Suite 501
Raleigh, North Carolina 27615
Attention: General Counsel
Telephone: (919) 862-1000
Facsimile: (919) 862-1095
If to Seller, as follows:
King Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Attention: President
Facsimile: (423) 989-8055
-35-
with a copy (which shall not constitute notice) to:
_____________
King Pharmaceuticals, Inc – Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attention: President
Facsimile: (423) 989-8055
-35-
with a copy (which shall not constitute notice) to:
King Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Attention: General Counsel/Legal Affairs
Facsimile: (423) 989-6282
or in any case to such other
_____________
KING PHARMACEUTICALS, INC – WHEREOF, the parties hereto have executed, or caused to be executed, this Asset Purchase Agreement as of the date first above written.
SELLER:
KING PHARMACEUTICALS, INC .
By:
/s/ Brian A. Markison
Name:
Brian A. Markison
Title:
Acting President and Chief Executive Officer
MONARCH PHARMACEUTICALS, INC.
By:
/s/ Brian
_____________
dt 625752
;
|
Salix Pharma
As referenced in this Asset Purchase Agreement:
SALIX PHARMACEUTICALS, – corporation (King), MONARCH PHARMACEUTICALS, INC., a Tennessee corporation (Monarch), PARKEDALE PHARMACEUTICALS, INC., a Michigan corporation (Parkedale and together with King and Monarch, Seller), SALIX PHARMACEUTICALS, INC., a California corporation (Salix Sub), and SALIX PHARMACEUTICALS, LTD., a Delaware corporation (Salix Parent and together with Salix Sub, Buyer).
WHEREAS,
_____________
SALIX PHARMACEUTICALS, – PARKEDALE PHARMACEUTICALS, INC., a Michigan corporation (Parkedale and together with King and Monarch, Seller), SALIX PHARMACEUTICALS, INC., a California corporation (Salix Sub), and SALIX PHARMACEUTICALS, LTD., a Delaware corporation (Salix Parent and together with Salix Sub, Buyer).
WHEREAS, Seller wishes to sell or license to Buyer, and
_____________
Salix Pharmaceuticals, – by telex, cable or telegram shall be deemed to have been given on the date received) as follows:
If to Buyer, as follows:
Salix Pharmaceuticals, Inc.
8540 Colonnade Center Drive
Suite 501
Raleigh, North Carolina 27615
Attention: General Counsel
Telephone: (919) 862-1000
Facsimile: (919) 862-1095
_____________
SALIX PHARMACEUTICALS, – Chief Executive Officer
PARKEDALE PHARMACEUTICALS, INC.
By:
/s/ Brian A. Markison
Name:
Brian A. Markison
Title:
Acting President and Chief Executive Officer
BUYER:
SALIX PHARMACEUTICALS, LTD.
By:
/s/ Carolyn J. Logan
Name:
Carolyn J. Logan
Title:
President and Chief Executive Officer
SALIX PHARMACEUTICALS, INC.
By:
/s/ Carolyn
_____________
SALIX PHARMACEUTICALS, – and Chief Executive Officer
BUYER:
SALIX PHARMACEUTICALS, LTD.
By:
/s/ Carolyn J. Logan
Name:
Carolyn J. Logan
Title:
President and Chief Executive Officer
SALIX PHARMACEUTICALS, INC.
By:
/s/ Carolyn J. Logan
Name:
Carolyn J. Logan
Title:
President and Chief Executive Officer
_____________
dt 683802
|
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| 2003 |
Asset Purchase Agreement
Asset Purchase Agreement (97K)
Doc #329674: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (this "Agreement"), is entered
into as of September 5, 2003, by and among JONES PHARMA INCORPORATED, a Delaware
corporation ("JPI"), JMI-DANIELS PHARMACEUTICALS, INC., a Florida corporation
("JMI-Daniels" and together with JPI, "Seller"), and VIRBAC CORPORATION, a
Delaware corporation ("Buyer").
WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to
acquire from Seller, certain assets used by Seller solely . . .
329674
|
King Pharma
As referenced in this Asset Purchase Agreement:
King Pharmaceuticals, Inc – Avenue, NW
Washington, DC 20037
Facsimile: (202) 772-5960
Attn: Michael Joseph
If to Seller, as follows:
JMI-Daniels Pharmaceuticals, Inc.
c/o King Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Facsimile: (423) 989-8055
Attn: President
With a copy to:
King Pharmaceuticals, Inc.
501 Fifth Street
_____________
King Pharmaceuticals, Inc – Pharmaceuticals, Inc.
c/o King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Facsimile: (423) 989-8055
Attn: President
With a copy to:
King Pharmaceuticals, Inc .
501 Fifth Street
Bristol, Tennessee 37620
Facsimile: (423) 989-6282
Attn: General Counsel/Legal Affairs
or in any case to such other
_____________
dt 625759
;
Virbac
As referenced in this Asset Purchase Agreement:
VIRBAC – among JONES PHARMA INCORPORATED, a Delaware
corporation ("JPI"), JMI-DANIELS PHARMACEUTICALS, INC., a Florida corporation
("JMI-Daniels" and together with JPI, "Seller"), and VIRBAC CORPORATION, a
Delaware corporation ("Buyer").
WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to
acquire from Seller, certain assets used by
_____________
Virbac – by
telex, cable or telegram shall be deemed to have been given on the date
received) as follows:
If to Buyer, as follows:
Virbac Corporation
3200 Meacham Boulevard
Fort Worth, Texas 76137
Facsimile: (817) 831-8362
Attn: Thomas L. Bell
With a copy to:
Blank Rome LLP
_____________
VIRBAC – Agreement as of the date first above
written.
SELLER:
JONES PHARMA INCORPORATED
By:
----------------------------------------------------
Name:
--------------------------------------------------
Title:
-------------------------------------------------
JMI-DANIELS PHARMACEUTICALS, INC.
By:
----------------------------------------------------
Name:
--------------------------------------------------
Title:
-------------------------------------------------
BUYER:
VIRBAC CORPORATION
By:
----------------------------------------------------
Name:
--------------------------------------------------
Title:
-------------------------------------------------
{PAGE}
List of Appendices, Exhibits and Schedules
Appendix A - Assigned Contracts
Appendix B - Assigned Trademarks
Appendix C - Soloxine(R)
_____________
dt 688940
;
|
Blank Rome
As referenced in this Asset Purchase Agreement:
Blank Rome – as follows:
Virbac Corporation
3200 Meacham Boulevard
Fort Worth, Texas 76137
Facsimile: (817) 831-8362
Attn: Thomas L. Bell
With a copy to:
Blank Rome LLP
600 New Hampshire Avenue, NW
Washington, DC 20037
Facsimile: (202) 772-5960
Attn: Michael Joseph
If to Seller, as follows:
JMI-
_____________
dt 699957
;
Hogan & Hartson
As referenced in this Asset Purchase Agreement:
Hogan & Hartson – or on such other date as may be mutually
agreed upon in writing by the parties (the "Closing Date") at the offices of
Hogan & Hartson L.L.P., 8300 Greensboro Drive, Suite 1100, McLean, Virginia
22102.
7.2. Closing Deliveries of Seller.
At Closing, Seller shall deliver or
_____________
dt 696728
|
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| 2005 |
Asset Purchase Agreement
Asset Purchase Agreement (79K)
Doc #1044386: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
FOR
THE ASSETS RELATING TO
CERTAIN PRODUCTS
by and among
NOVAVAX, INC.,
FIELDING PHARMACEUTICAL COMPANY
and
PHARMELLE, LLC
1
Date: September 22, 2005TABLE OF CONTENTS
ARTICLE 1 CONVEYANCE OF ASSETS; OTHER AGREEMENTS
1.01
Assets to be Conveyed
1.02
Excluded Assets
1.03
Purchase Price
1.04
Payment
1.05
Delivery of Inventory and Other Tangible Assets; Vehicle Transfer
1.06
Closing
1.07
Delivery of Documents
1.08
. . .
1044386
|
King Pharma
As referenced in this Asset Purchase Agreement:
King Pharmaceuticals, Inc – Products), the right to manufacture, market, sell and distribute the AVC Products only in the United States, its territories and possessions (the AVC Territory). PHARMELLE hereby acknowledges and agrees that King Pharmaceuticals, Inc . (KING) retains the right to manufacture and market such products in and outside the AVC Territory, and sell and distribute such products outside the AVC Territory, as well as
_____________
dt 1551176
;
Novavax
As referenced in this Asset Purchase Agreement:
NOVAVAX, – EX-10.0
EX-10.0 2 exhibit1.htm EX-10.0
ASSET PURCHASE AGREEMENT
FOR
THE ASSETS RELATING TO
CERTAIN PRODUCTS
by and among
NOVAVAX, INC.,
FIELDING PHARMACEUTICAL COMPANY
and
PHARMELLE, LLC
1
Date: September 22, 2005TABLE OF CONTENTS
ARTICLE 1 CONVEYANCE OF ASSETS; OTHER AGREEMENTS
1.01
Assets to be Conveyed
1.02
_____________
NOVAVAX
– and Adverse Event Report
3.04
Regulatory and Medical Affairs
3.05
Rebates for Amounts Paid under Government Programs
ARTICLE 4 REPRESENTATIONS AND WARRANTIES
4.01
Representations and Warranties of NOVAVAX
4.02
Representations and Warranties of PHARMELLE
4.03
Survival of Representations and Warranties
4.04
Certain Limitations
ARTICLE 5 INDEMNIFICATION
5.01
Indemnification by NOVAVAX
5.02
Indemnification
_____________
NOVAVAX
– Representations and Warranties of NOVAVAX
4.02
Representations and Warranties of PHARMELLE
4.03
Survival of Representations and Warranties
4.04
Certain Limitations
ARTICLE 5 INDEMNIFICATION
5.01
Indemnification by NOVAVAX
5.02
Indemnification by PHARMELLE
5.03
Payments
5.04
Conduct of Litigation
5.05
Exclusive Remedy
ARTICLE 6 MISCELLANEOUS
6.01
Entire Agreement
6.02
Counterparts
6.03
_____________
NOVAVAX – 1.01(e)
Schedule 1.04
Schedule 1.09
Trademarks and Tradenames
NDA
Primary Products with respect to which Inventory is to be Assigned
Assumed Contracts
Wiring Instructions
AVC Products
NOVAVAX AND FIELDING DISCLOSURE SCHEDULES
Schedule 4.01(d)
Schedule 4.01(e)
Schedule 4.01(k)
Schedule 4.01(n)
Consents
Liens
Facilities and Manufacturing
Suppliers
EXHIBITS
Exhibit A Bill
_____________
NOVAVAX – e)
Schedule 4.01(k)
Schedule 4.01(n)
Consents
Liens
Facilities and Manufacturing
Suppliers
EXHIBITS
Exhibit A Bill of Sale and Assignment
Exhibit B FIELDING Trademark Assignment
Exhibit C NOVAVAX Trademark Assignment
2
Exhibit D Assumption AgreementASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this Agreement), is dated and entered into as of September 22, 2005, by and among NOVAVAX, INC.,
_____________
dt 1528800
;
|
Bryan Cave
As referenced in this Asset Purchase Agreement:
Bryan Cave – 0205
If to PHARMELLE:
Pharmelle, LLC
170 S Wm Dillard Drive
Building 3, Suite 109
Gilbert, Arizona 85233
Attn: Joseph D. Ducharme
Facsimile: (480) 926-5665
With a copy to:
Bryan Cave LLP
Two North Central Avenue
Suite 2200
Phoenix, Arizona 85004-4406
Attn: Christopher A. Lause
Facsimile: (602) 716-8466
Any such notice or communication shall be effective upon such
_____________
dt 1392564
|
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| 2007 |
Asset Purchase Agreement
Asset Purchase Agreement (228K)
Doc #2964946: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
by and among
KING PHARMACEUTICALS, INC.
MONARCH PHARMACEUTICALS, INC.,
PARKEDALE PHARMACEUTICALS, INC., and
KING PHARMACEUTICALS RESEARCH AND DEVELOPMENT, INC.
as Sellers
JHP PHARMACEUTICALS, LLC
as Buyer
dated as of July 14, 2007
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (this �Agreement�) is made and entered into as of July 14, 2007 (the �Effective Date�), by and between JHP Pharmaceuticals, LLC, a Delaware limited liability company (�Buyer�), . . .
2964946
|
King Pharma
As referenced in this Asset Purchase Agreement:
KING PHARMACEUTICALS, INC – Ex-2.1
EX-2.1 2 g08438exv2w1.htm EX-2.1 ASSET PURCHASE AGREEMENT
EXHIBIT 2.1
ASSET PURCHASE AGREEMENT
by and among
KING PHARMACEUTICALS, INC .
MONARCH PHARMACEUTICALS, INC.,
PARKEDALE PHARMACEUTICALS, INC., and
KING PHARMACEUTICALS RESEARCH AND DEVELOPMENT, INC.
as Sellers
JHP PHARMACEUTICALS, LLC
as Buyer
dated as of July 14, 2007
ASSET PURCHASE AGREEMENT
_____________
King Pharmaceuticals, Inc – Purchase Agreement (this ?Agreement?) is made and entered into as of July 14, 2007 (the ?Effective Date?), by and between JHP Pharmaceuticals, LLC, a Delaware limited liability company (?Buyer?), and King Pharmaceuticals, Inc ., a Tennessee corporation (?King?), Monarch Pharmaceuticals, Inc., a Tennessee corporation (?Monarch?), Parkedale Pharmaceuticals, Inc., a Michigan corporation (?Parkedale?) and King Pharmaceuticals Research and Development, Inc., a Delaware corporation (?King
_____________
King Pharmaceuticals, Inc – injuries caused by any Product sold or delivered by a Seller prior to the Closing, (ii) all liabilities arising out of the Corporate Integrity Agreement, dated October 31, 2005, between King Pharmaceuticals, Inc . and the Office of the Inspector General of the Department of Health and Human Services, (iii) Liabilities identified in Section 1.53 of the Sellers Disclosure Schedule, with respect
_____________
King Pharmaceuticals, Inc – R. Staiger, Esq.
Fax: (215) 832-5404
Morgan Stanley Principal Investments, Inc.
1585 Broadway
New York, New York 10036
Attn: David Bersh
Fax: (212) 404-9055
If to Sellers, to:
King Pharmaceuticals, Inc .
501 5th Street
Bristol, TN 37620
Attn: President and CEO
Fax: (423) 989 ? 8006
With copies (which shall not constitute notice) to:
70
King Pharmaceuticals, Inc.
501 5th Street
_____________
King Pharmaceuticals, Inc – If to Sellers, to:
King Pharmaceuticals, Inc.
501 5th Street
Bristol, TN 37620
Attn: President and CEO
Fax: (423) 989 ? 8006
With copies (which shall not constitute notice) to:
70
King Pharmaceuticals, Inc .
501 5th Street
Bristol, TN 37620
Attn: Legal Affairs
Fax: (423) 989-6282
Covington & Burling LLP
1201 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2401
Attn: Michael
_____________
dt 1792463
| |
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| 2009 | | | |
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| 2000 |
Bridge Loan Agreement
Bridge Loan Agreement (104K)
Doc #281743: Click preview link for longer preview.
BRIDGE LOAN AGREEMENT
Dated as of July 7, 2000,
among
KING PHARMACEUTICALS, INC.,
THE LENDERS NAMED HEREIN,
and
CREDIT SUISSE FIRST BOSTON,
as Sole Lead Arranger and Administrative Agent
================================================================================
[CS&M No. 2163-429]
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
ARTICLE I
Definitions
{S} {C}
SECTION 1.01. Defined Terms...................................................1
SECTION 1.02. Terms Generally.................................................5
ARTICLE II
The Credits
SECTION 2.01. Loans...........................................................6
SECTION 2.02. Request for Borrowings..........................................6
SECTION 2.03. Funding of Borrowings...........................................6
SECTION 2.04. Evidence of Debt................................................7
SECTION 2.05. Fees............................................................7
SECTION 2.06. Interest on Loans...............................................8
SECTION 2.07. Default Interest................................................8
SECTION 2.08. Alternate Rate of Interest......................................8
SECTION 2.09. Final Maturity; Offer to Exchange...............................8
SECTION 2.10. Prepayment......................................................9
SECTION 2.11. Reserve Requirements; Change in Circumstances...................9
SECTION 2.12. Indemnity......................................................10
SECTION 2.13. Pro Rata Treatment.............................................10
SECTION 2.14. Sharing of Setoffs.............................................10
SECTION 2.15. Payments.......................................................11
SECTION 2.16. Taxes..........................................................11
ARTICLE III
Representations and Warranties
SECTION 3.01. Organization; Powers...........................................12
SECTION 3.02. Authorization..................................................12
SECTION 3.03. Enforceability.................................................13
SECTION 3.04. Governmental Approvals.........................................13
SECTION 3.05. Federal Reserve Regulations....................................13
SECTION 3.06. Use of Proceeds................................................13
SECTION 3.07. Representations in Existing Credit Agreement...................13
SECTION 3.08. Subsidiary Guarantors..........................................13
{/TABLE}
-i-
{PAGE} 3
{TABLE}
{CAPTION}
ARTICLE IV
Conditions
{S} {C}
SECTION 4.01. Closing........................................................13
ARTICLE V
Incorporation by Reference
ARTICLE VI
The Administrative Agent
ARTICLE VII
Miscellaneous
SECTION 7.01. Notices........................................................17
SECTION 7.02. Survival of Agreement..........................................17
SECTION 7.03. Binding Effect.................................................17
SECTION 7.04. Successors and Assigns.........................................17
SECTION 7.05. Expenses; Indemnity............................................20
SECTION 7.06 Right of Setoff; Waiver by Borrower............................20
SECTION 7.07 Applicable Law.................................................21
SECTION 7.08 Waivers; Amendment.............................................21
SECTION 7.09. Interest Rate Limitation.......................................21
SECTION 7.10. Entire Agreement...............................................22
SECTION 7.11. Waiver of Jury Trial...........................................22
SECTION 7.12. Severability...................................................22
SECTION 7.13. Counterparts...................................................22
SECTION 7.14. Headings.......................................................22
SECTION 7.15. Jurisdiction...................................................22
SECTION 7.16. Confidentiality................................................23
{/TABLE}
Schedule 1.01 Commitments
-ii-
{PAGE} 4
BRIDGE LOAN AGREEMENT dated as of July 7, 2000, among
KING PHARMACEUTICALS, INC., a Tennessee corporation (the
"Borrower"), the Lenders (as defined in Article I), and
CREDIT SUISSE FIRST BOSTON, a bank organized under the laws
of Switzerland, acting through its New York Branch, as
administrative agent (in such capacity, the "Administrative
Agent") for the Lenders.
The Borrower has requested that the Lenders provide up to $50,000,000
of Loans to the Borrower which, subject to certain conditions set forth herein,
will convert into a like principal amount of the Borrower's Senior Subordinated
Notes Due 2009 on the Bridge Termination Date. The Loans will be used for
general corporate purposes. The Lenders are willing to make Loans to the
Borrower on the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:
ARTICLE I
Definitions
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms
shall have the meanings specified below:
"Adjusted LIBO Rate" shall mean, with respect to any Borrowing for any
Interest Period, an interest rate per annum equal to the product of (a) the LIBO
Rate in effect for such Interest Period and (b) Statutory Reserves.
"Affiliate" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person
specified.
"Alternate Base Rate" shall mean, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day minus 1% and (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. If for any
reason the Administrative Agent shall have determined (which determination shall
be conclusive absent manifest error) that it is unable to ascertain the Federal
Funds Effective Rate for any reason, including the inability of the
Administrative Agent to obtain sufficient quotations in accordance with the
terms of the definition thereof, the Alternate Base Rate shall be determined
without regard to clause (b) of the preceding sentence until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate Base
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall
be effective on the effective date of such change in the Prime Rate or the
281743
|
King Pharma
As referenced in this Bridge Loan Agreement:
KING PHARMACEUTICALS, – txt
{DESCRIPTION}BRIDGE LOAN ARRANGEMENT
{TEXT}
{PAGE} 1
EXHIBIT 10.18
CONFORMED COPY
================================================================================
BRIDGE LOAN AGREEMENT
Dated as of July 7, 2000,
among
KING PHARMACEUTICALS, INC.,
THE LENDERS NAMED HEREIN,
and
CREDIT SUISSE FIRST BOSTON,
as Sole Lead Arranger and Administrative Agent
================================================================================
[CS&M No. 2163-429]
{
_____________
KING PHARMACEUTICALS, – SECTION 7.16. Confidentiality................................................23
{/TABLE}
Schedule 1.01 Commitments
-ii-
{PAGE} 4
BRIDGE LOAN AGREEMENT dated as of July 7, 2000, among
KING PHARMACEUTICALS, INC., a Tennessee corporation (the
"Borrower"), the Lenders (as defined in Article I), and
CREDIT SUISSE FIRST BOSTON, a bank organized under
_____________
KING PHARMACEUTICALS, – hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
KING PHARMACEUTICALS, INC.,
by /s/ Brian G. Shrader
----------------------------------------
Name: Brian G. Shrader
Title: Chief Financial Officer
Address: King Pharmaceuticals, Inc.
501 Fifth Street
Bristol,
_____________
King Pharmaceuticals, – day and year
first above written.
KING PHARMACEUTICALS, INC.,
by /s/ Brian G. Shrader
----------------------------------------
Name: Brian G. Shrader
Title: Chief Financial Officer
Address: King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, TN 37620
Telecopy: (428) 989-8739
CREDIT SUISSE FIRST BOSTON, individually
and as Administrative Agent,
by /s/
_____________
KING PHARMACEUTICALS – Vice President
Address: Credit Suisse First Boston
Eleven Madison Avenue
New York, NY 10010
Telecopy: (212) 325-8319
24
{PAGE} 28
SUBSIDIARY GUARANTORS:
KING PHARMACEUTICALS OF NEVADA, INC.,
by
-----------------------------------------
Name:
Title:
Address:
Telecopy:
MONARCH PHARMACEUTICALS, INC.,
by
----------------------------------------
Name:
Title:
Address:
Telecopy:
PARKEDALE PHARMACEUTICALS, INC.,
by
----------------------------------------
Name:
Title:
Address:
_____________
dt 221548
;
BNY
As referenced in this Bridge Loan Agreement:
Bank of New York, – members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary,
_____________
dt 206178
;
First Union
As referenced in this Bridge Loan Agreement:
First Union National Bank – December 22, 1998, among the Company,
certain of its Subsidiaries, the lenders referred to therein, Credit Suisse
First Boston, as Administrative Agent, and First Union National Bank and
NationsBank N.A., as Syndication Agents, together with the
2
{PAGE} 6
related documents thereto (including any guarantees and security documents), as
_____________
dt 205943
;
|
Cravath
As referenced in this Bridge Loan Agreement:
Cravath, Swaine – or the Exchange Notes or in connection with the
Loans made or the Notes issued hereunder, including the fees, charges and
disbursements of Cravath, Swaine & Moore, counsel for the Agents and, in
connection with any such enforcement or protection, the fees, charges and
disbursements of any other
_____________
dt 214258
;
Credit Suisse First Boston
|
| Full Doc
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Bylaws
Bylaws (35K)
Doc #3193923: This document is immediately available for purchase, but does not have a preview available for viewing.
3193923
| | |
Preview
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| 2001 |
Copromotion Agreement
Copromotion Agreement (165K)
Doc #281716: Click preview link for longer preview.
COPROMOTION AGREEMENT
BETWEEN
NOVAVAX, INC.
AND
KING PHARMACEUTICALS, INC.
JANUARY 8, 2001
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{S} {C}
1. DEFINITIONS................................................................1
2. GRANT OF RIGHTS............................................................2
2.1 Grant of Rights to KING...............................................2
2.2 Grant of Rights to NOVAVAX............................................2
2.3 Trademark.............................................................2
3. RESPONSIBILITIES OF KING...................................................4
3.1 Promotion by KING.....................................................4
3.2 Manufacture, Shipment, Etc. of the KING Products......................6
3.3 KING Detail and Sales Reports.........................................6
3.4 KING Sales Force......................................................7
4. RESPONSIBILITIES OF NOVAVAX................................................8
4.1 Promotion of Copromote Products by NOVAVAX............................8
4.2 Manufacture, Shipment, Etc. of the NOVAVAX Products...................9
4.3 NOVAVAX Detail and Sales Reports.....................................10
4.4 NOVAVAX Sales Force..................................................11
5. TRAINING AND PROMOTIONAL MATERIAL.........................................12
5.1 Training.............................................................12
5.2 Promotional Materials................................................12
6. COPROMOTE PRODUCT SAMPLES.................................................13
6.1 Supply, Storage and Distribution of Samples..........................13
6.2 Use of Samples.......................................................13
7. CERTAIN REGULATORY MATTERS................................................14
7.1 Licenses.............................................................14
7.2 Regulatory Responsibility............................................14
7.3 Efficacy and Safety Information......................................15
7.4 Notice of Adverse Events.............................................16
7.5 Product Technical Complaints and Recalls.............................17
7.6 Returns..............................................................18
7.7 Notice of Government Inspections.....................................19
7.8 Government Inquiries.................................................19
7.9 Medical Inquiries....................................................19
8. MANAGEMENT COMMITTEE......................................................20
8.1 Establishment of the PMC.............................................20
8.2 Purpose and Responsibilities of the PMC..............................20
8.3 PMC Meetings.........................................................21
8.4 Vote and Approval....................................................21
8.5 Marketing Plan and Budget............................................22
{/TABLE}
i
{PAGE} 3
{TABLE}
{S} {C}
8.6 Additional Studies, Line Extensions and New Products.................22
8.7 Dispute Resolution...................................................23
9. FEES AND EXPENSES.........................................................24
9.1 Consideration Fee....................................................24
9.2 Milestone Payments...................................................25
9.3 Residual Payments....................................................25
9.4 Marketing Expenses...................................................26
9.5 Excess Detail Costs..................................................28
9.6 Other Miscellaneous Costs and Expenses...............................28
9.7 Costs Savings........................................................28
10. RECORDKEEPING AND AUDITS..................................................29
10.1 Maintenance of Books and Records.....................................29
10.2 Payment Audits.......................................................29
10.3 Compliance Audits....................................................30
11. TERM AND TERMINATION......................................................30
11.1 Term of Agreement....................................................30
11.2 Termination by NOVAVAX...............................................31
11.3 Termination by KING..................................................31
11.4 Failure to Meet Detail Requirements..................................33
11.5 Effects of Termination...............................................33
11.6 Actions Upon Termination.............................................34
11.7 Survival.............................................................34
11.8 Payments Upon Termination............................................34
12. CONFIDENTIALITY; OWNERSHIP................................................36
12.1 Confidential Information.............................................36
13. INDEMNIFICATION AND INSURANCE.............................................37
13.1 Indemnification by KING..............................................37
13.2 Indemnification by NOVAVAX...........................................38
13.3 Claims Procedures....................................................38
13.4 Insurance............................................................39
14. REPRESENTATIONS AND WARRANTIES............................................39
14.1 By KING..............................................................39
14.2 By NOVAVAX...........................................................40
15. NOTICES...................................................................41
16. MISCELLANEOUS PROVISIONS..................................................42
16.1 Assignment; Change of Control........................................42
16.2 Governing Law........................................................43
16.3 Non-Waiver...........................................................43
16.4 Entire Agreement.....................................................44
{/TABLE}
ii
{PAGE} 4
{TABLE}
{S} {C}
16.5 Jurisdiction; Venue..................................................44
16.6 Severability.........................................................45
16.7 Relationship of the Parties..........................................46
16.8 Public Announcements.................................................46
16.9 Counterparts.........................................................46
16.10 Force Majeure........................................................46
16.11 Interpretation.......................................................46
16.12 Certain Expenses and Commissions.....................................47
16.13 Third Party Beneficiaries............................................47
16.14 Covenant Not to Promote Competing Product............................47
16.15 Headings.............................................................47
{/TABLE}
iii
{PAGE} 5
COPROMOTION AGREEMENT
THIS COPROMOTION AGREEMENT (this "Agreement") is entered into and
effective as of this 8th day of January, 2001 (the "Effective Date"), by and
between KING PHARMACEUTICALS, INC., a Tennessee corporation ("KING"), and
NOVAVAX, INC., a Delaware corporation ("NOVAVAX").
WHEREAS, KING and NOVAVAX each have a field representative sales force
focused on physicians and health care practitioners who specialize in the
practice of obstetrics or gynecology or who frequently prescribe hormone
replacement therapy products ("OB/GYN");
WHEREAS, NOVAVAX owns or will own a patent or patents related to the
NOVAVAX Products and expects to file with the FDA a New Drug Application for
ESTRASORB(TM);
WHEREAS, KING markets and distributes an oral contraceptive product for
women containing the actives levonorgestrel and ethinyl estradiol under the
registered trademark NORDETTE(R) (each a "KING Product" or collectively, the
"KING Products");
WHEREAS, KING and NOVAVAX are engaged in the business of and have
expertise in, among other things, the promotion of pharmaceutical products to
the OB/GYN community; and
WHEREAS, KING and NOVAVAX desire to work together to promote the
NOVAVAX Products and the KING Products in the United States, its territories and
possessions, the District of Columbia and the Commonwealth of Puerto Rico (the
"Territory") upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. DEFINITIONS
Capitalized terms used herein without definition shall have the respective
meanings assigned thereto in Annex I attached hereto and incorporated herein for
all purposes of this Agreement (such definitions to be equally applicable to
both the singular and plural forms of the terms defined). Unless otherwise
specified, all references herein to "Articles" or "Sections" are to Articles or
Sections of this Agreement.
{PAGE} 6
2. GRANT OF RIGHTS
2.1 GRANT OF RIGHTS TO KING.
(a) NOVAVAX hereby grants to KING and its Affiliates, on an exclusive
basis together with NOVAVAX and its Affiliates, the right to promote the NOVAVAX
Products within the Territory during the Term of this Agreement, upon and
subject to the terms and conditions set forth in this Agreement.
(b) The grant of rights within the Territory set forth in Section
2.1(a) is subject to and limited only by the right of NOVAVAX and its Affiliates
to promote the NOVAVAX Products within the Territory during the Term of this
Agreement in accordance with the terms and conditions of this Agreement.
2.2 GRANT OF RIGHTS TO NOVAVAX.
(a) KING hereby grants to NOVAVAX and its Affiliates, on an exclusive
basis together with KING and its Affiliates, the right to promote the KING
Products in the Territory during the Term of this Agreement, upon and subject to
the terms and conditions set forth in this Agreement.
(b) The grant of rights set forth in Section 2.2(a) is subject to and
limited only by the right of KING and its Affiliates to promote the KING
Products within the Territory during the Term of this Agreement in accordance
with the terms and conditions of this Agreement.
2.3 TRADEMARK.
(a) Required Use and Compliance. Each party shall promote the NOVAVAX
Products only under the NOVAVAX Trademarks. KING shall not use any trademark or
servicemark other than the NOVAVAX Trademarks in promoting the NOVAVAX Products
without the prior approval of NOVAVAX. Each party shall promote the KING
Products only under the KING Trademarks. NOVAVAX shall not use any trademark or
servicemark other than the KING Trademarks in promoting the KING Products
without the prior approval of KING. The NOVAVAX Trademarks and KING Trademarks
are set forth on Exhibit 2.3(a).
(b) Validity of Trademarks. KING acknowledges the validity of NOVAVAX's
right, title and interest in and to the NOVAVAX Trademarks and KING shall not
have, assert or acquire any right, title or interest in or to any of the NOVAVAX
Trademarks, except as otherwise explicitly provided in this Agreement. NOVAVAX
acknowledges the validity of KING's right, title and
281716
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King Pharma
As referenced in this Copromotion Agreement:
KING PHARMACEUTICALS, – 10.2
{SEQUENCE}3
{FILENAME}g66318ex10-2.txt
{DESCRIPTION}COPROMOTION AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 10.2
COPROMOTION AGREEMENT
BETWEEN
NOVAVAX, INC.
AND
KING PHARMACEUTICALS, INC.
JANUARY 8, 2001
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{S} {C}
1. DEFINITIONS................................................................1
2. GRANT OF RIGHTS............................................................2
2.1
_____________
KING PHARMACEUTICALS, – COPROMOTION AGREEMENT (this "Agreement") is entered into and
effective as of this 8th day of January, 2001 (the "Effective Date"), by and
between KING PHARMACEUTICALS, INC., a Tennessee corporation ("KING"), and
NOVAVAX, INC., a Delaware corporation ("NOVAVAX").
WHEREAS, KING and NOVAVAX each have a field representative sales
_____________
KING Pharmaceuticals, – 30) days after such notice is received. The
designated officers are as follows:
For NOVAVAX: President of Novavax, Inc.
For KING: President of KING Pharmaceuticals, Inc.
Any dispute that cannot be resolved within thirty (30) calendar
days after submission to the designated officers shall be submitted for
_____________
KING Pharmaceuticals, – party or such other address as the party may from
time to time designate by written notice to the other:
If to KING:
KING Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: President
Facsimile: (423) 989-8055
41
{PAGE} 46
with a copy (which shall not
_____________
KING Pharmaceuticals, – Fifth Street
Bristol, Tennessee 37620
Attn: President
Facsimile: (423) 989-8055
41
{PAGE} 46
with a copy (which shall not constitute notice) to:
KING Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Attn: Executive Vice President and General Counsel
Facsimile: (423) 989-6282
If to NOVAVAX:
Novavax,
_____________
dt 221522
;
|
Novavax
As referenced in this Copromotion Agreement:
NOVAVAX, – DOCUMENT}
{TYPE}EX-10.2
{SEQUENCE}3
{FILENAME}g66318ex10-2.txt
{DESCRIPTION}COPROMOTION AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 10.2
COPROMOTION AGREEMENT
BETWEEN
NOVAVAX, INC.
AND
KING PHARMACEUTICALS, INC.
JANUARY 8, 2001
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{S} {C}
1. DEFINITIONS................................................................1
2. GRANT OF
_____________
NOVAVAX. – C}
1. DEFINITIONS................................................................1
2. GRANT OF RIGHTS............................................................2
2.1 Grant of Rights to KING...............................................2
2.2 Grant of Rights to NOVAVAX. ...........................................2
2.3 Trademark.............................................................2
3. RESPONSIBILITIES OF KING...................................................4
3.1 Promotion by KING.....................................................4
3.2 Manufacture, Shipment, Etc. of
_____________
NOVAVAX. – Etc. of the KING Products......................6
3.3 KING Detail and Sales Reports.........................................6
3.4 KING Sales Force......................................................7
4. RESPONSIBILITIES OF NOVAVAX. ...............................................8
4.1 Promotion of Copromote Products by NOVAVAX............................8
4.2 Manufacture, Shipment, Etc. of the NOVAVAX Products...................9
4.3
_____________
NOVAVAX. – Detail and Sales Reports.........................................6
3.4 KING Sales Force......................................................7
4. RESPONSIBILITIES OF NOVAVAX................................................8
4.1 Promotion of Copromote Products by NOVAVAX. ...........................8
4.2 Manufacture, Shipment, Etc. of the NOVAVAX Products...................9
4.3 NOVAVAX Detail and Sales Reports.....................................10
4.4 NOVAVAX
_____________
NOVAVAX – Force......................................................7
4. RESPONSIBILITIES OF NOVAVAX................................................8
4.1 Promotion of Copromote Products by NOVAVAX............................8
4.2 Manufacture, Shipment, Etc. of the NOVAVAX Products...................9
4.3 NOVAVAX Detail and Sales Reports.....................................10
4.4 NOVAVAX Sales Force..................................................11
5. TRAINING AND PROMOTIONAL MATERIAL.........................................12
5.
_____________
dt 215960
|