Common use of Closing Deliveries by Buyer Clause in Contracts

Closing Deliveries by Buyer. At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (a) The Initial Purchase Price in accordance with Section 3.3.(a); (b) The certificates, consents and other documents required to be obtained or delivered pursuant to Article VIII; (c) The Porcine Substance Supply Agreement, duly executed by Buyer; (d) The IB Supply Agreement, duly executed by Buyer; (e) The IB Technology Transfer Agreement, duly executed by Buyer; (f) The Patent License Agreement duly executed by Buyer; (g) The TTA Assignment duly executed by Buyer; (h) The Transition Services Agreement, duly executed by Buyer; (i) The Dutch Asset Purchase Agreement duly executed by Buyer; (j) The Liability Agreement duly executed by Buyer and Amphastar Pharmaceuticals Inc. ; (k) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”). (s) Such other documents, certificates, agreements and other writings as may be reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement.

Closing Deliveries by Buyer. At the Closing, Buyer shall deliver, have delivered or cause caused --------------------------- to be delivered, delivered to SellerSellers: (ai) The Initial the Purchase Price to Sellers by wire transfer in accordance with Section 3.3.(a)immediately available funds to the accounts designated by Sellers; (bii) The certificates, consents and other documents required a certificate of an officer of Buyer substantially in the form of Exhibit A attached hereto to be obtained or delivered pursuant to Article VIIIevidence compliance with Section 5.1 --------- ----------- hereof; (ciii) The Porcine Substance Supply an Assignment and Assumption Agreement by and among Buyer and Sellers substantially in the form of Exhibit B attached hereto (the --------- "General Assignment"), duly executed by Buyer as of the Closing Date; (iv) a License Agreement by and between Buyer and the Company for the licensing by Buyer to the Company of certain Purchased Assets necessary for the AOBR operations of the Company, substantially in the form of Exhibit C to be attached hereto (the "License --------- Agreement"), duly executed by Buyer; (dv) The IB Supply an Independent Contractor Agreement by and between Buyer and Xxxxxxx for the transition of the Purchased Assets from the Company to Buyer (the "Independent Contractor Agreement"), duly executed by Buyer; (e) The IB Technology Transfer Agreement, duly executed by Buyer; (f) The Patent License which Independent Contractor Agreement duly executed by Buyer; (g) The TTA Assignment duly executed by Buyer; (h) The Transition Services Agreement, duly executed by Buyer; (i) The Dutch Asset Purchase Agreement duly executed by Buyer; (j) The Liability Agreement duly shall be executed by Buyer and Amphastar Pharmaceuticals Inc. Xxxxxxx by no later than December 15, 1998; (k1) The Stability Testing Services Agreement duly executed certified copies of the Certificate of Incorporation and Bylaws of COMPS and (2) certificate of good standing for COMPS issued by Buyer,the appropriate governmental office of its state of incorporation and each state in which it is qualified to do business; (lvii) The Porcine Insulin such other documents as Sellers may reasonably request for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure purpose of facilitating the performance consummation of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”). (s) Such other documents, certificates, agreements and other writings as may be reasonably necessary or desirable to effectuate the transactions contemplated by this Agreementherein.

Closing Deliveries by Buyer. At the Closing, Buyer shall deliver, deliver or cause to be delivered, delivered to Seller: (ai) The Initial Purchase Price the Acquisition Note in accordance with Section 3.3.(a)4.01(a) hereof; (bii) The certificates, consents and other documents required to be obtained or delivered pursuant to Article VIIIthe Transition Services Agreement; (ciii) The Porcine Substance Supply the Note Issuance Agreement; (iv) the Intellectual Property Assignment Agreement; (v) the Assignment and Assumption Agreement; (vi) such instruments of assumption and other instruments or documents, duly in form and substance reasonably acceptable to Seller and Buyer, as may be reasonably necessary to effect Buyer’s assumption of the Assumed Liabilities in accordance with the terms of this Agreement and the Assignment and Assumption Agreement; (vii) copies of all Buyer Governmental Consents and Buyer Third Party Consents; and (viii) the Exchange Agreement; (ix) the Support Agreement; (x) a certified copy of the Articles of Amendment of Targanta Canada, reflecting the effect of the Buyer Restructuring; (xi) a certified copy of the Certificate of Incorporation of Buyer; (xii) copies of the Investor Convertible Notes, executed by Buyer; (dxiii) The IB Supply Agreementa certificate, duly executed by an executive officer of Buyer, attaching a certified copy of the resolutions of the Board of Directors of Buyer approving the transactions contemplated hereby; (exiv) The IB Technology Transfer Agreementa certificate, duly executed by an executive officer of Buyer;, attaching a certified copy of a written consent of the stockholders of Buyer approving the transactions contemplated hereby; and (fxv) The Patent License Agreement duly a certificate, executed by Buyer; (g) The TTA Assignment duly executed by Buyer; (h) The Transition Services Agreement, duly executed by Buyer; (i) The Dutch Asset Purchase Agreement duly executed by Buyer; (j) The Liability Agreement duly executed by Buyer and Amphastar Pharmaceuticals Inc. ; (k) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance an executive officer of Buyer’s or/and Buyer’s Affiliate’s obligations as , confirming that the conditions set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”). (s) Such other documents, certificates, agreements Sections 9.01 and 9.02 have been satisfied and other writings as may documents to be reasonably necessary or desirable delivered pursuant to effectuate the transactions contemplated by this AgreementArticle 9 hereof have in fact been delivered.

Closing Deliveries by Buyer. At or prior to the Closing, in addition to the payments and deliveries by Buyer shall deliverat the Closing described in Section 1.01 of this Agreement, or cause Buyer will deliver to the Sellers' Representative the following documents, each of which will be delivered, in form and substance satisfactory to Sellerthe Sellers: (a) The Initial Purchase Price in accordance with Section 3.3.(a)Copies of (i) the certificate of incorporation of Buyer, certified by the Secretary of State of Delaware and dated not earlier than ten (10) Business Days prior to the Closing Date and (ii) a Certificate of Good Standing of the Buyer from the Secretary of State of Delaware, dated not earlier than ten (10) Business Days prior to the Closing Date; (b) The certificatesA certificate of the secretary or assistant secretary of Buyer, consents certifying as to (i) a copy of the resolutions of the board of directors of Buyer, approving and authorizing the execution, delivery, and performance of this Agreement and all other documents required Transaction Documents to be obtained which it is a party and the consummation of the transactions contemplated hereby, and that such resolutions are in full force and effect without modification or delivered pursuant amendment, and (ii) incumbency and signatures of Buyer's officers who are authorized to Article VIIIexecute and deliver this Agreement and such other Transaction Documents to which it is a party on behalf of Buyer; (c) The Porcine Substance Supply AgreementCopies of all notice filings given to, duly executed by Buyerand consents and approvals of, third parties and Governmental Authorities listed on Schedule 1.04(c); (d) The IB Supply AgreementSection 338(h)(10) Election on IRS Form 8023, duly executed by Buyer; (e) The IB Technology Transfer AgreementAgent Instruction Letter, duly executed by Buyer; (f) The Patent License Restrictive Covenant Agreement of each Seller, duly executed by Buyer; (g) The TTA Assignment duly executed by Buyer; (h) The Transition Services Spring Creek Purchase Agreement, duly executed by Buyer;; and (ih) The Dutch Asset Purchase Agreement duly executed by Buyer; (j) The Liability Agreement duly executed by Buyer and Amphastar Pharmaceuticals Inc. ; (k) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”). (s) Such All other documents, instruments, agreements, and certificates, agreements and if any, required by any other writings as may be reasonably provision of this Agreement or the other Transaction Documents or necessary or desirable to effectuate consummate the transactions contemplated by this Agreement.

Closing Deliveries by Buyer. At the Closing, Buyer shall will execute and deliver, or cause to be executed and delivered, or will have obtained and delivered, to SellerSeller the following, unless otherwise specifically stated: (a) The Initial Purchase Price the Appleton Leases, the Assignment and Assumption Agreement, the Supply Agreement, the Transition Services Agreement, the Patent License and each other Ancillary Agreement required to be delivered by Buyer under this Agreement, each duly executed by Buyer and in accordance with Section 3.3.(a)recordable form where appropriate; (b) The certificatesa certificate of good standing with respect to Buyer, consents and other documents required issued by the Secretary of the State of Delaware as of a date not more than ten (10) Business Days prior to be obtained or delivered pursuant to Article VIIIthe Closing Date; (c) The Porcine Substance Supply Agreementcopies, duly certified by the Secretary or any Assistant Secretary of Buyer, of corporate resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by BuyerBuyer in connection herewith, and the consummation of the transactions contemplated hereby; (d) The IB Supply Agreementa certificate in the form of Exhibit L hereto, duly executed by of the Secretary or Assistant Secretary of Buyer, identifying the name and title and bearing the signatures of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby; (e) The IB Technology Transfer Agreementsuch real estate transfer declarations, duly executed by Buyer; (f) The Patent License Agreement duly executed by Buyer; (g) The TTA Assignment duly executed by Buyer; (h) The Transition Services Agreement, duly executed by Buyer; (i) The Dutch Asset Purchase Agreement duly executed by Buyer; (j) The Liability Agreement duly executed by Buyer disclosures or forms and Amphastar Pharmaceuticals Inc. ; (k) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”). (s) Such such other documents, certificatesinstruments or agreements, agreements if any, to Seller as shall have been reasonably requested by the Title Company in order to issue a title insurance policy to Buyer and other writings as may be reasonably necessary or desirable to effectuate consummate the transactions contemplated by this Agreement.Closing;

Closing Deliveries by Buyer. At the Closing, Buyer shall deliver, will deliver or cause to be delivered to Seller (unless previously delivered, ) the following (each of which shall be a condition precedent to Seller:'s obligations at the Closing): (a) The Initial Purchase Price in accordance with Section 3.3.(a)the Closing Date Payment; (b) The certificatesthe Bills of Sale, consents and other documents required to be obtained or delivered pursuant to Article VIIIduly executed by Buyer; (c) The Porcine Substance Supply Agreementa counterpart of the Transfer Deed transferring the Acquired Assets (other than the Barges), duly executed by Buyer; (d) The IB Supply Agreementsubject to the prior receipt of the Superintendence Certificate, duly a counterpart of the Assignment and Assumption Agreement executed by Buyer; (e) The IB Technology reasonable proof that the Transfer Agreement, duly executed Notification was (so long as Seller timely provided all relevant information) delivered fifteen (15) Business Days prior to the Closing Date to the appropriate tax authorities in the Dominican Republic jointly by BuyerBuyer and Seller; (f) The Patent License Agreement a certificate of a duly executed by Buyer;authorized officer of the Buyer certifying that the representations and warranties set forth in Article V are true and correct in all material respects as of the Closing Date, except for (i) representations and warranties which are as of a specific date, in which event they shall be true and correct as of such date, and (ii) where the failure to be true and correct in all material respects would not have a material adverse effect on the ability of Buyer to consummate the Acquisition; and (g) The TTA Assignment duly executed by Buyer; (h) The Transition Services Agreementconfirmation that the preliminary list of employees to be transferred to Buyer from Seller, duly executed by Buyer; (i) The Dutch Asset Purchase Agreement duly executed by Buyer; (j) The Liability Agreement duly executed by Buyer and Amphastar Pharmaceuticals Inc. ; (k) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter if any, in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”)accordance with Section 6.11 delivered before Closing has or has not changed. (s) Such other documents, certificates, agreements and other writings as may be reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement.

Closing Deliveries by Buyer. At the Closing, Buyer shall deliver, will deliver or cause to be delivered, delivered the following to SellerSeller and the Shareholder: (a) The Initial Estimated Purchase Price in accordance with Price, payable to the Seller by wire transfer pursuant to Section 3.3.(a2.2(a); (b) The certificatesa certificate, consents executed by the president or any vice president of the Buyer, dated the Closing Date, representing and other documents required to be obtained or delivered pursuant to Article VIIIcertifying that the conditions set forth in Sections 8.1 and 8.2 have been satisfied; (c) The Porcine Substance Supply a counterpart of the Escrow Agreement, duly executed by on behalf of the Buyer; (d) The IB Supply a counterpart of the cross-receipt described in Section 3.2(f), in which the Buyer acknowledges receipt of the assignment of the Interests described in Section 3.2(b); (e) a counterpart of the Consulting Agreement, duly executed by Buyer; (e) The IB Technology Transfer Agreement, duly executed by the Buyer; (f) The Patent License Agreement duly executed by BuyerEvidence of the Governmental Approvals required for Buyer to complete the Transactions; (g) The TTA Assignment duly executed a certificate of the secretary or assistant secretary of the Buyer, certifying as to (i) the incumbency of certain officers of the Buyer and (ii) the adoption of resolutions by Buyer’s board of directors approving the Transactions; (h) The Transition Services Agreementa certificate of good standing issued by the Secretary of State of the State of Delaware with respect to the Buyer, duly executed by Buyer;dated no earlier than ten days prior to the Closing Date; and (i) The Dutch Asset Purchase Agreement duly executed by Buyer; (j) The Liability Agreement duly executed by Buyer and Amphastar Pharmaceuticals Inc. ; (k) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the any other Transaction Documents (other than which, in accordance with the express terms of this Agreement) (, contemplate delivery by the “Buyer Parent Guarantee”)or the Shareholder on the Closing Date. (s) Such other documents, certificates, agreements and other writings as may be reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement.

Closing Deliveries by Buyer. At the Closing, Buyer shall deliver, or shall cause to be delivered, to Sellerthe following: (a) The Initial Purchase Price in accordance with Section 3.3.(a)3.1.2.1 to the Escrow Agent, the Escrow Consideration, to be delivered as instructed by the Escrow Agent; (b) The certificatesSection 3.1.2.2 the written opinion of Naschitz, consents and other documents required to be obtained or delivered pursuant to Article VIII; (c) The Porcine Substance Supply AgreementXxxxxxx & Co., duly executed by counsel for Buyer; (d) The IB Supply Agreement, duly executed by Buyer; (e) The IB Technology Transfer Agreementdated as of the Closing Date, duly executed by Buyer; (f) The Patent License Agreement duly executed by Buyer; (g) The TTA Assignment duly executed by Buyer; (h) The Transition Services Agreement, duly executed by Buyer; (i) The Dutch Asset Purchase Agreement duly executed by Buyer; (j) The Liability Agreement duly executed by Buyer and Amphastar Pharmaceuticals Inc. ; (k) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter substantially in substantially the form attached hereto as Exhibit SL; Section 3.1.2.3 the written opinion of Xxxxxx & Xxxxxxx LLP, duly counsel for Buyer, Parent and Merger Sub, dated as of the Closing Date, substantially in the form attached hereto as Exhibit M; Section 3.1.2.4 a certificate, dated as of the Closing Date and executed by Buyer Parent to secure the performance Chief Executive Officer or Chief Financial Officer of each of Buyer’s or/, Parent and Buyer’s Affiliate’s obligations Merger Sub, as to the fulfillment of each of the conditions set forth in the Transaction Documents (other than Section 8.2 of this Agreement) (; Section 3.1.2.5 a certificate, dated as of the “Buyer Closing Date and executed by the Secretary or any Assistant Secretary of each of Buyer, Parent Guarantee”). (s) Such other documentsand Merger Sub, certificatescertifying the resolutions adopted by each of Buyer’s, agreements Parent’s and other writings Merger Sub’s board of directors and Parent, as may be reasonably necessary or desirable the sole member of Merger Sub, relating to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements; Section 3.1.2.6 copies of all third-party and governmental notices, consents, approvals and filings required to be delivered, obtained or made, as the case may be, by Buyer, Parent or Merger Sub in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements; Section 3.1.2.7 a copy of the Escrow Agreement, executed by Buyer; and Section 3.1 2.8 such other documents as the Company may reasonably request.

Closing Deliveries by Buyer. At the Closing, Buyer shall deliver, or cause to be delivered, to Seller:shall: --------------------------- (a) The Initial Purchase Price Execute and deliver to Sellers any and all documents identified in accordance with Section 3.3.(a13.1(a), if and to the extent appropriate that Buyer executes the same in order to effect the transactions contemplated hereby, including but not limited to the assignment and assumption agreements specified in Section 13.1(a) above; (b) The certificatesDeliver to Sellers certificates of a duly authorized officer of Buyer to the effect that Buyer's representations and warranties in Article 4 are true as of the Closing Date, consents and other documents that Buyer has complied in all material respects with each covenant required to be obtained performed by it on or delivered pursuant prior to Article VIIIthe Closing Date and a certificate of incumbency and copies of the resolutions adopted by Buyer, authorizing the execution and delivery of this Agreement and the consummation of the purchase of Assets, the assumption of the Assumed Liabilities and the other transactions contemplated hereby, duly certified as of the Closing Date by the Secretary or Assistant Secretary of Buyer; (c) The Porcine Substance Supply AgreementDeliver to Sellers a certificate of good standing or its equivalent, duly executed by Buyerdated not more than ten days prior to the Closing Date, attesting to the good standing of Buyer as a corporation under the laws of the State of Delaware; (d) The IB Supply Agreement, duly executed by Buyer; (e) The IB Technology Transfer Agreement, duly executed by Buyer; (f) The Patent License Agreement duly executed by Buyer; (g) The TTA Assignment duly executed by Buyer; (h) The Transition Services Agreement, duly executed by Buyer;Deliver the following to Sellers: (i) The Dutch Asset Purchase Agreement duly executed the Closing Payment by Buyerwire transfer of immediately available funds in an amount equal to the Closing Payment, to an account specified in writing by Sellers no less than two (2) business days prior to the Closing Date; (jii) The Liability Agreement duly executed by Buyer and Amphastar Pharmaceuticals Inc. ;the Junior Subordinated Note; and (kiii) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”)Warrant. (s) Such other documents, certificates, agreements and other writings as may be reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement.

Closing Deliveries by Buyer. At or prior to the Closing, in addition to the payments and deliveries by Buyer shall deliverat the Closing described in Section 1.05 of this Agreement, or cause Buyer will deliver to the Sellers’ Representative the following documents, each of which will be delivered, in form and substance satisfactory to Sellerthe Sellers’ Representative: (a) The Initial Purchase Price in accordance with Section 3.3.(aCopies of all notice filings given to, and consents and approvals of, third parties and Governmental Authorities listed on Schedule 1.09(a); (b) The certificates, consents and other documents required to be obtained or delivered pursuant to Article VIIIEscrow Agreement; (c) The Porcine Substance Supply Assignment and Assumption Agreement, duly executed by Buyer; (d) The IB Supply Agreement, duly executed by BuyerIntellectual Property Assignment; (e) The IB Technology Transfer Agreement, duly executed by BuyerAssignment and Assumption of Lease; (f) The Patent License Agreement duly executed by BuyerReal Estate Agreements; (g) The TTA Assignment Employment Letters, duly executed by Buyerthe Key Employees; (h) The Transition Services Agreement, duly executed by Buyer; (i) The Dutch Asset Purchase Agreement duly executed by BuyerA certificate of good standing (or a certificate of existence/authorization if the concept of good standing is not recognized in the jurisdiction) of the Buyer from the Secretary of State of the State of Delaware (or similar body), dated not earlier than twenty (20) days prior to the Closing Date; (j) The Liability A certificate of the secretary or assistant secretary of Buyer, certifying as to a copy of the resolutions of the board of directors of each Buyer, approving and authorizing the execution, delivery and performance of this Agreement duly executed by Buyer and Amphastar Pharmaceuticals Inc. the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby, and that such resolutions are in full force and effect without modification or amendment; (k) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”). (s) Such All other documents, certificatesinstruments, agreements and certificates, if any, required by any other writings as may be provision of this Agreement or the other Transaction Documents or reasonably necessary or desirable to effectuate requested by Sellers’ Representative in connection with the consummation of the transactions contemplated by this Agreement.

Closing Deliveries by Buyer. At Closing, in addition to the payments and deliveries by Buyer at the Closing described in Section 1.01 of this Agreement, Buyer is delivering the following documents at the Closing, Buyer each of which shall deliver, or cause to be delivered, in form and substance satisfactory to Seller, the delivery of which is a condition to the obligation of Seller to consummate the Closing: (a) The Initial Purchase Price in accordance with Section 3.3.(a)A certificate of good standing of Buyer from the Secretary of State its State of incorporation dated not earlier than 10 days prior to the Closing Date; (b) The certificatesA certificate of the secretary or assistant secretary of Buyer, consents certifying as to (i) the due approval by Buyer of the execution, delivery and performance of this Agreement and the other documents required Transaction Documents to be obtained or delivered pursuant which it is a party and the consummation of the Transactions, and that such approval has not been withdrawn, and (ii) incumbency and signatures of each of Buyer’s officers who is authorized to Article VIIIexecute and deliver this Agreement and such other Transaction Documents; (c) The Porcine Substance Supply Escrow Agreement, duly executed by Buyer; (d) The IB Supply Agreement, duly executed by Buyer; (e) The IB Technology Transfer Agreement, duly executed by Buyer; (f) The Patent License Agreement duly executed by Buyer; (g) The TTA Assignment duly executed by Buyer; (h) The Transition Services Agreement, duly executed by Buyer; (ie) The Dutch Asset Purchase Agreement Rolling Stock Lease, duly executed by Buyer; (jf) The Liability Agreement New Leases, each duly executed by Buyer and Amphastar Pharmaceuticals Inc. ;a Company; and (k) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”). (sg) Such other agreements, documents, certificates, agreements instruments and other writings writing as are required to be delivered by Buyer on or prior to the Closing Date pursuant to this Agreement or as may be reasonably necessary requested by Seller or desirable its counsel to effectuate carry out the transactions contemplated by intent and purposes of this Agreement.

Closing Deliveries by Buyer. At the Closing, Buyer shall deliver, deliver or cause to be delivered, delivered to Sellerthe Selling Parties the deliveries set forth in this Section 2.06: (a) The Initial Purchase Price Duly executed copies of the Buyer Note and a security agreement granting the Member a security interest in accordance with Section 3.3.(athe Acquired Interests and all of the Company’s assets, substantially in the form attached hereto as Exhibit B-2 (the “Buyer Security Agreement”); (b) The certificates, consents and other documents required to be obtained or delivered pursuant to Article VIIIthe payments contemplated by Section 2.03; (c) The Porcine Substance Supply Agreement, duly executed by Buyercounterparts of each of the applicable Ancillary Agreements; (d) The IB Supply a certificate from a duly authorized officer of Buyer, dated as of the Closing, (i) certifying and attaching true and complete copies of (A) the resolutions duly and validly adopted by the Board of Directors (or its equivalent) of Buyer authorizing the execution, delivery and performance of this Agreement, duly executed by Buyerthe Ancillary Agreements to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby; (B) the Organizational Documents of Buyer and (ii) certifying and evidencing that the conditions set forth in Section 5.02(a), Section 5.02(b), and Section 5.02(c) have been satisfied and that the statements therein are true and correct; (e) The IB Technology Transfer Agreementcertificates of good standing for Buyer issued by the applicable Governmental Authority of its place of formation and from each jurisdiction where Buyer is qualified to do business as a foreign corporation, duly executed by Buyer;dated as of a date not earlier than 10 days prior to the Closing; and (f) The Patent License Agreement duly executed by Buyer; (g) The TTA Assignment duly executed by Buyer; (h) The Transition Services Agreementsuch other certificates, duly executed by Buyer; (i) The Dutch Asset Purchase Agreement duly executed by Buyer; (j) The Liability Agreement duly executed by Buyer and Amphastar Pharmaceuticals Inc. ; (k) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”). (s) Such other documents, certificatesschedules, agreements and agreements, resolutions, consents, approvals, rulings or other writings instruments required by this Agreement to be so delivered at or prior to the Closing together with such other items as may be reasonably necessary or desirable requested by Company and/or the Member in order to effectuate or evidence the transactions contemplated by this Agreement.hereby; and

Closing Deliveries by Buyer. At the Closing, Buyer shall deliver, or shall cause to be delivered, to Sellerthe following: (a) The Initial Purchase Price in accordance with Section 3.3.(a)to Contributor, a counterpart of the A&R LP Agreement, duly executed by Buyer; (b) The certificatesto Contributor, consents and other documents required by wire transfer of immediately available funds to be obtained or such accounts as Contributor shall have notified Buyer at least two (2) Business Days prior to the Closing Date, an amount equal to the Cash Consideration, if any (delivered pursuant to Article VIIIin the manner described in Section 2.6); (c) The Porcine Substance Supply to Contributor, a counterpart of the Interests Assignment Agreement, duly executed by Buyer; (d) The IB Supply Agreementto Contributor, duly executed a certificate of Buyer, dated as of the Closing Date, signed by an authorized Person of Buyer, certifying that the conditions set forth in Section 7.1 have been fulfilled; (e) The IB Technology Transfer to Contributor, a counterpart of the Registration Rights Agreement, duly executed by Buyer; (f) The Patent License Agreement to Contributor, a counterpart of the COMA, duly executed by Buyer; (g) The TTA Assignment to Contributor, a counterpart of the Stockholders Agreement, duly executed by Buyer; (h) The Transition Services to Contributor, a counterpart of the Purchase Rights and Restrictive Covenants Agreement, duly executed by Buyer; (i) The Dutch Asset Purchase Agreement duly executed to Contributor, a copy of the Amended and Restated Certificate of Incorporation file stamped by Buyerthe Delaware Secretary of State evidencing that the same has been accepted for filing and filed with the Delaware Secretary of State; (j) The Liability Agreement duly executed to Contributor, evidence reasonably satisfactory to Contributor of the issuances by Buyer or the KAAC Partnership, as applicable, of Buyer Class C Common Stock and Amphastar Pharmaceuticals Inc. the Equity Consideration (with the Fixed Common Stock and Assigned Shares, if any, delivered in the manner described in Section 2.6); (k) The Stability Testing Services to Contributor, (i) a counterpart to the Warrant Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A and between Buyer Parent guarantee letter and Trustee, dated as of the Closing Date, in substantially the form attached hereto as Exhibit SH (the “Warrant Agreement”), duly executed by Buyer Parent and Trustee and (ii) evidence reasonably satisfactory to secure Contributor of the performance issuance by Buyer of Buyer’s or/the Contribution Warrants (delivered in the manner described in Section 2.6); (l) to Contributor, evidence reasonably satisfactory to Contributor (i) that the Buyer Board has a conflicts committee composed of certain individuals selected by the process and Buyer’s Affiliate’s obligations as procedures set forth on Exhibit I-1 hereto and operating under the charter in the form attached hereto as Exhibit I-2, (ii) that the Buyer Board has adopted the related party transaction policy as of Closing in the form attached hereto as Schedule 2.5 (“Related Party Transaction Documents (other than this Agreement) (the “Buyer Parent GuaranteePolicy”)., and (iii) that the independent directors of the Buyer Board are composed of certain individuals selected by the process and procedures set forth on Exhibit I-3; (sm) Such other documentsto Contributor, certificatesa counterpart of the Assignment and Assumption Agreement in respect of each of the Options, agreements duly executed by the KAAC Partnership; and (n) to Contributor, if immediately preceding and other writings as may be reasonably necessary or desirable of Closing the names of the Companies include any one of the Licensed Marks, a counterpart of the License Agreement, duly executed by the KAAC Partnership; and (o) to effectuate Contributor, a counterpart of the transactions contemplated Lease, duly executed by this Agreementthe KAAC Partnership.

Closing Deliveries by Buyer. At Closing, in addition to the payments and deliveries by Buyer at the Closing described in Section 1.01 of this Agreement, Buyer shall deliver to the Sellers’ Representative the following documents, the delivery of which is a condition to the obligation of the Company and Sellers to consummate the Closing, each of which shall be in form and substance satisfactory to the Sellers (collectively, the “Buyer shall deliver, or cause to be delivered, to Seller:Closing Documents”): (a) The Initial Purchase Price in accordance with Section 3.3.(a)A copy of the certificate of incorporation of Buyer, certified by the Delaware Secretary of State and dated not earlier than ten (10) days prior to the Closing Date, and a certificate of good standing of the Buyer from the Delaware Secretary of State, dated not earlier than ten (10) days prior to the Closing Date; (b) The certificatesA certificate of the secretary or assistant secretary of Buyer, consents certifying as to (i) a copy of the resolutions of the board of directors of Buyer, approving and authorizing the execution, delivery and performance of this Agreement and the other documents required Transaction Documents to be obtained which it is a party and the consummation of the transactions contemplated hereby, and that such resolutions are in full force and effect without modification or delivered pursuant amendment, and (ii) incumbency and signatures of each of the Buyer’s officers who is authorized to Article VIIIexecute and deliver this Agreement and such other Transaction Documents; (c) Copies of all notice filings given to, and consents and approvals of, third parties and Governmental Authorities listed on Schedule 1.06(c); (d) The Porcine Substance Supply Escrow Agreement, duly executed by Buyer; (d) The IB Supply Agreement, duly executed by Buyer;; and (e) The IB Technology Transfer Agreement, duly executed by Buyer; (f) The Patent License Agreement duly executed by Buyer; (g) The TTA Assignment duly executed by Buyer; (h) The Transition Services Agreement, duly executed by Buyer; (i) The Dutch Asset Purchase Agreement duly executed by Buyer; (j) The Liability Agreement duly executed by Buyer and Amphastar Pharmaceuticals Inc. ; (k) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”)Closing Certificate. (s) Such other documents, certificates, agreements and other writings as may be reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement.