Exhibit 2.2
AMENDMENT TO PURCHASE AGREEMENT
Agreement made as of February 26, 2003, among Penwest Pharmaceuticals Co.,
a Washington corporation with its principal office at 0000 Xxxxx 00, Xxxxxxxxx,
Xxx Xxxx 00000-0000 (the "Company"), Xxxxx Xxxxxxxxxxx Holding GmbH & Co. KG, a
German limited partnership with its principal office at Xxxxxxxxxx 0, X-00000
Xxxxxxxxx, Xxxxxxx ("Xxxxxxxxxxx Holding"), JRS Pharma LP, a Delaware limited
partnership with its principal office at 0000 Xxxxx 00, Xxxxxxxxx, Xxx Xxxx
00000 ("Pharma"), Xxxxxxxxxxx Europa GmbH, a German company with limited
liability with its principal office at Xxxxxxxxxx 0, X-00000 Xxxxxxxxx, Xxxxxxx
("Xxxxxxxxxxx Europa"), and X. Xxxxxxxxxxx & Soehne GmbH + Co KG, a German
limited partnership with its principal office at Xxxxxxxxxx 0, X-00000
Xxxxxxxxx, Xxxxxxx ("Xxxxxxxxxxx & Soehne"),
Preliminary Statement
The Company and Xxxxxxxxxxx Holding entered into that certain Purchase
Agreement dated as of November 1, 2002, (as amended, from time to time, the
"Purchase Agreement") whereby Xxxxxxxxxxx Holding agreed to purchase and the
Sellers agreed to sell substantially all of the assets and business of the
Sellers pertaining to the Business to Xxxxxxxxxxx Holding or its designated
Affiliates.
For simplicity's sake and to speed the execution of the Purchase
Agreement, Xxxxxxxxxxx Holding did not then specifically agree which of its
Affiliates would purchase which of the Assets.
Now the parties hereto wish to amend the Purchase Agreement to specify
which of Xxxxxxxxxxx Holding's Affiliates will purchase which of the Assets and
to better set forth the procedures to be followed at and after the Closing.
NOW, THEREFORE, in consideration of the mutual premises hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
1. Definitions. Words used in this Amendment shall have the meanings given
them in the Purchase Agreement unless otherwise defined herein or the context
clearly otherwise requires.
In this Amendment, the word "Buyer" means Xxxxxxxxxxx & Soehne and the word
"Buyers" means Buyer (Xxxxxxxxxxx & Soehne), Xxxxxxxxxxx Europa and Pharma. In
the Purchase Agreement, the word "Buyer" includes all of the Buyers.
2. Sale and Delivery of the Assets; Allocations
2.1 Sale and Delivery of the Assets. Except as otherwise set forth
below, Buyer shall purchase from the Company all of the Assets, including those
set forth on Schedule 2.1.
2.2 Sale and Delivery of Certain U.S. Assets. Pharma shall purchase from
the Company only the U.S. Assets set forth on Schedule 2.2.
2.3 Sale and Delivery of the Subsidiary Shares. Xxxxxxxxxxx Europa shall
purchase from the Company all of the Subsidiary Shares as set forth on Schedule
2.3.
2.4 No Sale to Xxxxxxxxxxx Holding. For purposes of clarity, Xxxxxxxxxxx
Holding shall not purchase any Assets or assume any Liabilities.
2.5 Buyers' Representative. To simplify the Closing and post Closing
administration of the Purchase Agreement, Xxxxxxxxxxx Europa and Pharma hereby
appoint Xxxxxxxxxxx & Soehne as their agent. As such, Xxxxxxxxxxx & Soehne is
authorized to make payments and give and accept notices on behalf of each of the
Buyers and the Company may conclusively rely upon such authorization thereof.
Any of the Buyers may terminate this authority by written notice given to the
Company and to Xxxxxxxxxxx & Soehne, with termination effective upon receipt of
said notice by the Company. Any Buyer may appoint a substitute agent by the same
procedure.
2.6 Payment of Purchase Price; Assumed Liabilities and Promissory Note.
For itself and as agent for the other Buyers, Xxxxxxxxxxx & Soehne shall deliver
the cash portion of the Purchase Price to the Company and certain lenders to the
Company in accordance with the Company's written instructions at the Closing.
Buyer and Pharma shall each execute and deliver an Instrument of Assumption.
Pharma shall assume the Liabilities set forth on Schedule 2.6 and Buyer shall
assume all other Liabilities. Xxxxxxxxxxx & Soehne shall also execute and
deliver the Promissory Note.
2.7 Allocation of Purchase Price and Assumed Liabilities. The cash
portion of the Purchase Price payable at the Closing shall be allocated among
the Buyers in accordance with Schedule 2.7.
2.8 Allocation of Purchase Price. Schedule 2.7 is subject to adjustment
after the Closing to reflect any adjustments in the Purchase Price, including
adjustments resulting from the calculation of the Assumed Net Working Capital
pursuant to Section 1.7 of the Purchase Agreement. The Buyers agree among
themselves to allocate the Purchase Price from time to time, without delay,
whenever at any time the Purchase Price is adjusted (whether by way of
calculation of the Net Working Capital pursuant to Section 1.7 of the Purchase
Agreement or warranty claim pursuant to Section 9 of the Purchase Agreement or
otherwise), in accordance with the fair market value of the Assets and Assumed
Liabilities. The Buyers agree among themselves to reimburse each other in
accordance with said allocations without delay.
2.9 Allocation for Tax Purposes. Section 1.5 of the Agreement is hereby
amended to read in its entirety as follows:
The aggregate amount of the Purchase Price and the Assumed Liabilities shall be
allocated among the various categories of U.S. Assets and the Subsidiary Shares
pursuant to the following
procedure: Within 90 days after the Closing (and within 30 days after any
subsequent adjustment of the Purchase Price), the Buyers shall prepare the
allocation (the "Allocation Schedule") and submit it to the Company for its
approval, which approval the Company shall not withhold unreasonably. The
allocation shall comply with the rules of Section 1060 of the Internal Revenue
Code of 1986, as amended (the "Code") and the Treasury Regulations promulgated
thereunder. The Buyers and the Company agree to be bound by the allocation set
forth in the Allocation Schedule as so submitted and approved for all purposes
of Tax reporting, including the filing of IRS Form 8594. Neither the Buyers nor
the Company shall file a Tax Return or take any position with any Taxing
Authority that is inconsistent with the Allocation Schedule.
2.10 The Closing. Section 1.6 of the Agreement is hereby amended to read
in its entirety as follows:
The Closing shall take place at the offices of Xxxxxx & Bird, LLP, 00 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on February 27, 2003 (the "Closing Date"). The
Transfer of the Assets by the Company to the Buyers shall be deemed to occur at
9:00 a.m., New York time, on the Closing Date. The balance sheet of the Business
as provided in Section 1.7 shall be as of the close of business on February 26,
2003.
3. Representations and Covenants of the Company; Certain Closing Conditions
Other provisions of the Purchase Agreement and this Amendment to the contrary,
notwithstanding, the representations and warranties made by the Company pursuant
to Section 2 of the Purchase Agreement are hereby confirmed to be made to all of
the Buyers. The final sentence of Section 7.3 is hereby deleted from the
Purchase Agreement. The Buyers acknowledge that they have waived any requirement
for the Company to deliver any consents of third parties with respect to
contracts that have been delivered to them other than those obtained prior to
November 1, 2002. Buyers acknowledge that the Company has satisfied all
obligations pursuant to Section 5.6 of the Purchase Agreement.
4. Representations of the Buyers
Other provisions of the Purchase Agreement and this Amendment to the contrary,
notwithstanding, the representations and warranties made by the Buyer pursuant
to Section 3 of the Purchase Agreement are hereby confirmed to be made by all of
the Buyers. Section 3 of the Purchase Agreement is amended to read in its
entirety as follows:
3.1 Organization and Authority.
(a) Pharma is a limited partnership duly organized, validly existing and
in good standing under the laws of Delaware and has requisite power and
authority to own its properties and to carry on its business as now being
conducted. Pharma has full power to execute and deliver this Agreement and
Pharma's Instrument of Assumption and to consummate the transactions
contemplated hereby to be consummated by it. Certified copies of the charter
documents of Pharma and of Pharma's corporate general partner, as amended to
date, have been
previously delivered to the Company, are complete and correct, and no amendments
have been made thereto or have been authorized since the date thereof.
(b) Xxxxxxxxxxx Holding is a limited partnership duly organized, validly
existing and in good standing under the laws of Germany and has requisite power
and authority to own its properties and to carry on its business as now being
conducted. Xxxxxxxxxxx Holding has full power to execute and deliver this
Agreement.
(c) Xxxxxxxxxxx Europa is a company with limited liability duly
organized, validly existing and in good standing under the laws of Germany and
has requisite power and authority to own its properties and to carry on its
business as now being conducted. Xxxxxxxxxxx Europa has full power to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby to be consummated by it.
(d) Xxxxxxxxxxx & Soehne is a limited partnership duly organized,
validly existing and in good standing under the laws of Germany and has
requisite power and authority to own its properties and to carry on its business
as now being conducted. Xxxxxxxxxxx & Soehne has full power to execute and
deliver this Agreement, Xxxxxxxxxxx & Soehne's Instrument of Assumption and the
Promissory Note and to consummate the transactions contemplated hereby to be
consummated by it.
3.2 Authorization. The execution and delivery of this Agreement by each of the
Buyers, and the agreements provided for herein to which each of the Buyers is a
party (including the Instruments of Assumption and the Promissory Note) and the
consummation by each of the Buyers of the transactions contemplated hereby to
which it is a party, have been duly authorized by all requisite action. This
Agreement and all such other agreements and other agreements and written
obligations entered into and undertaken in connection with the transactions
contemplated hereby constitute the valid and legally binding obligations of the
Buyer or Buyers party thereto enforceable against such Buyer or Buyers in
accordance with their respective terms. The execution and performance of this
Agreement, and the agreements provided for herein to which each Buyer is a
party, and the consummation by the Buyers of the transactions contemplated
hereby and thereby, will not, without or without the giving of notice or the
passage of time or both, (a) violate the provisions of any law, rule or
regulation applicable to that Buyer; (b) violate the provisions of that Buyer's
charter documents; (c) violate any judgment, decree, order or award of any
court, governmental body or arbitrator; or (d) conflict with or result in the
breach or termination of any term or provision of, or constitute a default
under, or cause any acceleration under, or cause the creation of any lien,
charge or encumbrance upon the properties or assets of said Buyer pursuant to,
any indenture, mortgage, deed of trust or other agreement or instrument to which
it or its properties is a party or by which said Buyer is or may be bound. No
consents or approvals of third parties are required in connection with the
consummation by the Buyers of the transactions contemplated by this Agreement.
3.3 Regulatory Approvals. All consents, approvals, authorizations and other
requirements prescribed by any law, rule or regulation which must be obtained or
satisfied by each Buyer and which are necessary for the consummation of the
transactions contemplated by this Agreement have been obtained and satisfied.
3.4 Financial Capacity. The Buyers have the financial capacity to consummate
the transactions contemplated by this Agreement, including the payment of the
Purchase Price and any adjustments thereto pursuant to Section 1.7. The Buyers'
obligations pursuant to this Agreement are not conditioned upon their obtaining
any financing. The Buyers currently contemplate that one or more of them will
borrow up to $31.5 million for this purpose, but their failure to make such
borrowings will not excuse them from their obligations under this Agreement,
including their obligation to purchase the Assets.
3.5 Disclosure. To the knowledge of each of the Buyers, no representation or
warranty by any of the Buyers in this Agreement or in any Exhibit hereto, or in
any list, statement, document or information set forth in or attached to any
Schedule delivered or to be delivered pursuant hereto, or any statement in any
document filed by any of the Buyers pursuant to the Exchange Act, contains or
will contain any untrue statement of a material fact or omits or will omit any
material fact necessary in order to make the statements contained therein not
misleading. Xxxxxxxxxxx Holding hereby confirms that it has used (in the case of
clause (a) below and will use in the case of clause (b) below) commercially
reasonable efforts to ensure that none of the information it supplied for
inclusion in the Proxy Statement mailed to the Company's Shareholders in
connection with the Special Meeting, and any other documents filed by the
Company with the SEC or any other regulatory or governmental authority in
connection with the transactions contemplated by this Agreement, were, at the
respective time such documents were filed, and with respect to the Proxy
Statement, when first mailed to the Company Shareholders, (a) contained any
untrue statement of a material fact, or omitted to state any material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, or, in the case of the Proxy Statement or
any amendment thereof or supplement thereto, at the time of the Special Meeting,
(b) will contain any untrue statement of a material fact, or omit to state any
material fact necessary to correct any statement in any earlier communication
with respect to the solicitation of any proxy for the Special Meeting.
Notwithstanding the foregoing, no Buyer shall be required to provide any
information which has been consistently treated by it as proprietary and
confidential, except to the extent required by applicable Proxy Rules (as
defined in Section 5.4(c)) or requested by the staff of the SEC.
3.6 Reliance. In entering into this Agreement, the Buyers acknowledge that
they have relied solely upon the representations and warranties of the Company
specifically referred to in Section 2 of the Agreement. Buyers acknowledge that
they did not rely on the document entitled "The Excipients Business of Penwest
Pharmaceuticals Co." heretofore provided to one or more of the Buyers by Banc of
America Securities LLC relating to the Sellers and the Business or the financial
estimates and projections contained therein. The Buyers have conducted, to the
extent they deemed appropriate and sufficient, their own independent
investigation, review and analysis of the business, operations, assets,
liabilities, results of operations, financial condition, technology and
prospects of the Sellers. Buyers acknowledge that they and their representatives
have been provided sufficient access to the personnel, properties, premises and
records of the Sellers for such purpose. No such investigation, review or
analysis, whether prior to or after the date hereof, shall detract from the
validity or enforceability of Seller's representations and warranties set forth
in this Agreement except if and to the extent that the Buyers have actual
knowledge that a representation or warranty made by the Company is false or
incomplete on November 1, 2002. Actual knowledge of one Buyer shall be deemed to
be knowledge of all Buyers.
5. Satisfaction of Conditions. The Company and the Buyers covenant and agree
to use their commercially reasonable efforts to obtain the satisfaction of the
conditions specified in this Agreement.
6. Sellers' Closing Deliveries. In accordance with Section 2.3 of this
Amendment, the Subsidiary Shares have been (in the case of Penwest
Pharmaceuticals Ltd. and Penwest Pharmaceuticals GmbH) or shall be (in the case
of Penwest Pharmaceuticals Oy) transferred to Xxxxxxxxxxx Europa and Section
7.5(j) is hereby amended accordingly. The certificates described in Section
7.5(k) of the Agreement and the resignations described in Section 7.5(m) of the
Agreement likewise have been or shall be delivered to Xxxxxxxxxxx Europa (or
Xxxxxxxxxxx & Soehne as agent for Xxxxxxxxxxx Europa) with respect to Xxx
Xxxxxxxx and Xxxxxxxx Xxxx. If for any reason the Closing with respect to the
Assets (other than Subsidiary Shares already transferred) does not take place on
the Closing Date, the Company may demand the return of the Subsidiary Shares and
Xxxxxxxxxxx Europa hereby agrees that it will return the Subsidiary Shares
without delay. The out-of-pocket cost of any such retransfer shall be borne by
the party (either the Company or the Buyers) whose action or inaction was the
cause of the failure to close the remaining transactions on the Closing Day. The
Buyers shall all be permitted to rely on the items to be delivered by the
Company pursuant to Section 7.5.
7. Conditions to Obligations of the Company
Section 8 of the Purchase Agreement is hereby amended to read in its
entirety as follows:
The obligations of the Company under this Agreement to consummate the
Closing are subject to the fulfillment, at the Closing Date, of the following
conditions precedent, each of which may be waived in writing at the sole
discretion of the Company:
8.1 Continued Truth of Representations and Warranties of the Buyers;
Compliance with Covenants and Obligations. The representations and warranties of
the Buyers in this Agreement shall be true in all material respects on and as of
the Closing Date as though such representations and warranties were made on and
as of such date, except for any changes consented to in writing by the Company.
The Buyers shall have performed and complied in all material respects with all
terms, conditions, obligations, agreements and restrictions required by this
Agreement to be performed or complied with by them prior to of at the Closing
Date.
8.2 Authority. All proceedings required to be taken on the part of each
of the Buyers to carry out this Agreement shall have been taken.
8.3 Governmental Approvals. Without material exception, all governmental
agencies, departments, bureaus, commissions and similar bodies, the consent,
authorization or approval of which is necessary under any applicable law, rule,
order or regulation for the consummation by the Buyers of the transactions
contemplated by this Agreement and whose names are set forth in Schedule 2.3
attached hereto under the heading "Individually Material Consents" or the
failure to receive which, although not so listed, would cause a materially
adverse effect upon the Business if not received (either individually or in the
aggregate) shall have consented to, authorized, permitted or approved such
transactions. Any applicable waiting
periods (and any extensions thereof) under all Foreign Antitrust Laws shall have
expired or otherwise been terminated; provided that the Buyers acknowledge that
they have not provided to the Company the financial data required to make
determinations regarding the applicability of certain Foreign Antitrust Laws and
they agree not to assert any claims against the Company based upon alleged
violation of such laws. Buyers represent that they have reviewed the Foreign
Antitrust Laws and concluded that no filings or waiting periods are applicable.
8.4 Adverse Proceedings. No action or proceeding by or before any court
or other governmental body shall have been instituted or threatened by any
governmental body or person whatsoever which shall seek to restrain, prohibit or
invalidate the transactions contemplated by this Agreement or which might affect
the right of the Company to transfer the Assets.
8.5 Closing Deliveries. The Company shall have received at or prior to
the Closing each of the following documents:
(a) such certificates of the Buyers' officers or other authorized
representatives and such other documents evidencing satisfaction of the
conditions specified in this Section 8 as the Company shall reasonably request:
(b) (i) certificates of the Secretaries of State of the states
of Delaware, New York and Iowa as to the legal existence and good standing
(including tax) of Pharma and the corporate general partner of Pharma and of the
due qualification of said corporate general partner in New York and Iowa;
(ii) a certified copy of an excerpt from the Commercial
Register ("Handelsregister") for each of Xxxxxxxxxxx Holding and its corporate
general partner;
(iii) a certified copy of an excerpt from the Commercial
Register for Xxxxxxxxxxx Europa; and
(iv) a certified copy of an excerpt from the Commercial
Register for Xxxxxxxxxxx & Soehne and its corporate general partner;
(c) a certificate of the Secretary of the corporate general
partner of Pharma attesting to the incumbency of the said general partner's
officers, the authenticity of the resolutions authorizing the transactions
contemplated by this Agreement and the authenticity and continuing validity of
the charter documents delivered pursuant to Section 3.1.
(d) an Instrument of Assumption executed by Xxxxxxxxxxx & Soehne
and an Instrument of Assumption executed by Pharma;
(e) the Transition Services Agreement and Xxxxxxxxx Lease executed
by Pharma;
(f) the following opinions:
(i) the opinion of the law firm of Xxxxxx & Bird LLP in the
form attached hereto as Exhibit 8.5(i);
(ii) the opinions of the law firm of Poellath & Partner in
the form attached hereto as Exhibit 8.5(ii);
(iii) the opinion of the law firm of Miller, Johnson, Xxxxx &
Xxxxxxxxx, P.L.C., in the form attached hereto as Exhibit 8.5(iii).
(g) payment of the Purchase Price as provided in Section 1.3, by
wire transfer and by delivery of the manually executed original of the
Promissory Note; and
(h) such other documents, instruments or certificates of the type
customary for transactions similar to the transactions contemplated by this
Agreement as the Company may reasonably request.
8. Indemnification
Nothing in this Amendment shall increase or decrease the liability of the
Company pursuant to the Purchase Agreement. In accordance with Section 2.5 of
this Amendment, any payment by the Company pursuant to Section 9 may be made to
the Buyer, as agent for any and all of the Buyers. The Buyers shall among
themselves apportion any claims not indemnified by reason of Section 9.8,
whether because the amount of $250,000 has not been exceeded or because the
limit on total indemnification has been exceeded, or because the claim has been
made after expiration of the survival period.
9. Transfer and Sales Tax
Section 12 of the Purchase Agreement to the contrary notwithstanding, the
Company and the Buyers have determined that local practice as to payment of the
following taxes and fees is as follows and shall apply:
9.1 Iowa Real Estate Transfer Taxes and Related Fees. Iowa realty
transfer taxes with respect to the transfer of real estate located in Cedar
Rapids, Iowa shall be payable by the Company. Deed recording fees and title
insurance premiums shall be payable by Pharma.
9.2 New York Real Estate Transfer Taxes and Related Fees. New York
realty transfer taxes with respect to the transfer of real estate located in
Patterson, New York shall be payable by the Company. Deed recording fees and
title insurance premiums shall be payable by the Buyer. New York sales taxes on
personal property shall be payable by the Buyer.
9.3 German Fees. The fees payable to the notary documenting the transfer
of the ownership interests in Penwest GmbH shall be borne equally by the Company
and Xxxxxxxxxxx Europa.
9.4 Finnish Fees. The fees payable to Finnish counsel for preparing the
documents necessary for transfer of the ownership interests in Penwest Oy shall
be borned equally by the Company and Xxxxxxxxxxx Europa.
9.5 UK Fees. Transfer stamps with respect to the transfer of Penwest
Pharmaceuticals Ltd. shall be payable by Xxxxxxxxxxx Europa.
10. Xxxxxxxxxxx & Soehne Indemnity. Xxxxxxxxxxx & Soehne hereby agrees to
indemnify, defend and hold harmless the Company from and against any claim or
loss arising by reason of any breach or non-performance by any of the Buyers
pursuant to the Agreement or any other agreement or document to which any Buyer
is a party or any such breach or nonperformance by Holding on or prior to the
date of this Agreement. This obligation is without limitation as to time or
amount and is not subject to the requirement that the claim or losses exceed
$250,000 (as foreseen for other indemnity purposes set forth in Section 9.8 of
the Agreement or that demand first be made upon any other Buyer.
11. Notices. As provided in Section 2.3 of this Amendment, Xxxxxxxxxxx &
Soehne shall be agent for the Buyers and notice after the Closing shall be given
as follows:
X. Xxxxxxxxxxx & Soehne GmbH + Co XX
Xxxxxxxxxx 0
X-00000 Xxxxxxxxx, Xxxxxxx
The Company agrees to use commercially reasonable efforts to give copies of said
notice to the following:
JRS Pharma LP
0000 Xxxxx 00
Xxxxxxxxx, Xxx Xxxx 00000-0000
Attention: President
Xxxxxxxxxxx Xxxxxx XxxX
Xxxxxxxxxx 0
X-00000 Xxxxxxxxx, Xxxxxxx
Xxxxx Xxxxxxxxxxx Holding GmbH & Co. KG
Holzmuehle 1
D-73494 Rosenberg, Germany
12. Successors and Assigns. The Company agrees that the assignment of rights
by Rettenmaier Holding pursuant to this Amendment is not in contravention of
Section 15 of the Purchase Agreement.
13. Amendment. The Company and Xxxxxxxxxxx Holding agree that this Amendment
conforms to the requirements of Section 16 of the Purchase Agreement.
14. Governing Law, Etc. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York (without reference to the
conflicts of law provisions thereof). The Buyers all consent to jurisdiction in
accordance with Section 18.2 of the Purchase Agreement and to dispute resolution
in accordance with Sections 19 and 20 of the Purchase Agreement.
15. Miscellaneous
15.1 Section Headings. The section headings are for the convenience of the
parties and in no way alter, modify, amend, limit or restrict the contractual
obligations of the parties.
15.2 Severability. The invalidity or unenforceability of any provisions of this
Amendment shall not affect the validity or enforceability of any other
provisions of this Amendment.
15.3 Counterparts. This Amendment may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which shall be one
and the same document.
15.4 Ratification. Except as set forth herein or in the letter agreements
between the Company and Xxxxxxxxxxx Holding dated November 1, 2002, and dated
November 7, 2002, the terms of the Purchase Agreement, as originally in effect,
are hereby approved, ratified and confirmed.
IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of
and on the date first above written.
(Corporate Seal) PENWEST PHARMACEUTICALS CO.
ATTEST:
By: /s/ Xxxxxxxx Xxxx
---------------------------
/s/ Xxxxxxx X Xxxxx, Xx. Title: Sr. VP Finance & CFO
------------------------------
XXXXX XXXXXXXXXXX HOLDING GmbH & CO. KG
/s/ Xxxxx X. Xxxxxxxxxxx
------------------------------
JRS PHARMA LP
By: XXXXXXXXXXX AMERICA, INC.,
General Partner
By: /s/ Xxxxx X. Xxxxxxxxxxx
---------------------------
Title: President
XXXXXXXXXXX EUROPA GmbH
/s/ Xxxxx X. Xxxxxxxxxxx
------------------------------
By: Xxxxx X. Xxxxxxxxxxx
Title: Managing Director (Geschaeftsfuehrer)
X. XXXXXXXXXXX & SOEHNE GmbH + CO KG
/s/ Xxxxx X. Xxxxxxxxxxx /s/ Xxxxx Xxxxxxxx, CFO
-------------------------------------------------
Title: Managing Director (Geschaeftsfuehrer)
Schedule 2.1 Assets Purchased by X. Xxxxxxxxxxx & Soehne GmbH + Co. KG
Schedule 2.2 Assets Purchased by JRS Pharma LP
Schedule 2.3 Assets Purchased by Xxxxxxxxxxx Europa GmbH
Schedule 2.6 Liabilities Assumed by JRS Pharma LP
Schedule 2.7 Purchase Price Allocation among Buyers
Exhibit 8.5i Xxxxxx & Bird LLP Opinion
Exhibit 8.5ii Poellath & Partner Opinion
Exhibit 8.5iii Miller, Johnson, Xxxxx & Xxxxxxxxx P.L.C. Opinion
