CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” ASSET PURCHASE AGREEMENT...Asset Purchase Agreement • May 10th, 2022 • Ani Pharmaceuticals Inc • Pharmaceutical preparations • New York
Page Article I DEFINITIONS AND TERMS 1 Section 1.1 Definitions 1 Section 1.2 Other Definitional and Interpretive Provisions 10 Article II PURCHASE AND SALE 11 Section 2.1 Purchase and Sale of Assets 11 Section 2.2 Consents 12 Section 2.3 Excluded Assets 12 Section 2.4 Assumption of Liabilities 13 Section 2.5 Retained Liabilities 14 Section 2.6 Purchase Price 15 Section 2.7 Purchase Price Adjustment 16 Article III CLOSING 18 Section 3.1 Closing 18 Article IV REPRESENTATIONS AND WARRANTIES OF SELLER 20 Section 4.1 Organization 20 Section 4.2 Authority; Binding Effect 20 Section 4.3 No Conflicts; Consents 21 Section 4.4 Governmental Authorization 21 Section 4.5 Absence of Material Changes 21 Section 4.6 No Litigation 21 Section 4.7 Compliance with Laws 21 Section 4.8 Product Registrations; Regulatory Compliance 22 Section 4.9 Intellectual Property 23 Section 4.10 Assets 24 Section 4.11 Taxes 24 Section 4.12 Contracts 25 Section 4.13 Financial Statements 27 Section 4.14 Suppliers and Custo
