Asset Purchase Agreement Pharmaceutical

(a) The seller has good valid ownership of all transferred assets, in any event free and free of links other than authorized links. The seller only has the know-how contained in the IP transmitted. The transferred assets represent all assets, rights or characteristics (intangible or intangible) of the seller and his related companies that are necessary to carry out the transaction as currently managed by the seller, with the exception of the excluded assets listed in Table 11.01 (b). 5.13 Mediation. With the exception of the fees and expenses of the persons referred to in Reference 5.13, there are no claims on brokerage commissions, research fees or similar compensation related to transactions under this agreement, based on an agreement or agreement made by or on behalf of the Seller and for which the purchaser or any of its related companies would be held liable after closing. “products,” any drug marked in Schedule 11.01 (f). 7.09 Common Treaties. The only commitment of the seller and his related companies with respect to the shared contracts is to present the buyer to the third party and to reasonably assist the buyer in the negotiation and to conclude a new agreement with the third party concerned, at least for a period of [-] after the closing. The cost of entering into a new contract or contract is the responsibility of the purchaser. b) List 5.07 (b) provides a complete list of customers who purchased the products during the period prior to closing. “Links,” any charge, assumption, violation, pledge, position of trust, facility, ease, facility, intervention, pawning, restriction, interest in security, option, property reserve or other security agreement, or any other unfavorable right or interest, similar fees or rights in or on assets, interests or heritage interests. b) This adjustment reflects the elimination of inventory acquired as part of the transaction. 5.01 Organizational and organizational power.

The seller is a limited liability company, duly organized, valid and reputable under the laws of the State of Delaware, and has all the necessary powers and powers of the limited liability company to hold its assets and continue its activities with the products it currently carries out. 3.04 Consideration award. The parties agree: that the seller establish a draft IRS 8594 form in which the acquisition benefit, monthly payments, related commitments and other relevant items that set the purchase price (as established for U.S. federal income tax purposes and adjusted in accordance with the provisions of this agreement) (and all liabilities and other capitalized tax expenses) in assets transferred pursuant to section 1060 of the Act on 1986 internal revenue, as amended (the “code”) and the cash flow rules adopted there. The seller must forward the draft IRS 8594 form to the buyer for verification and notification in the [O` after the closing date. The buyer must pass on his comments to the seller below and the seller will consider the buyer`s comments in good faith and include all reasonable comments from the buyer in this draft form 8594.