PURCHASE AGREEMENTPurchase Agreement • September 27th, 2010 • Warner Chilcott PLC • Pharmaceutical preparations • New York
The Securities will be issued pursuant to the indenture, dated as of August 20, 2010 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to one or more riders to the letter of representations, dated August 16, 2010 (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary.
ASSET PURCHASE AGREEMENT by and among NOVARTIS PHARMACEUTICALS CORPORATION and NOVARTIS PHARMA AG AND WARNER CHILCOTT COMPANY, LLC and WARNER CHILCOTT PLC (solely for purposes of Clause 19)Asset Purchase Agreement • September 27th, 2010 • Warner Chilcott PLC • Pharmaceutical preparations • New York
This ASSET PURCHASE AGREEMENT (“Asset Purchase Agreement”) is made as of this 23rd day of September, 2010, by and among Novartis Pharmaceuticals Corporation, a Delaware corporation (“NPC”), and Novartis Pharma AG, a Swiss company (“NPHAG”) (NPC and NPHAG being referred to collectively as “Novartis”), and Warner Chilcott Company, LLC, a Puerto Rican limited liability company (the “Purchaser”), and, solely for purposes of Clause 19, Warner Chilcott PLC, an Irish public limited company (“Warner Chilcott”). Novartis and the Purchaser are each referred to individually as a “Party” and together as the “Parties.”
