Exhibit 2.1

CONFIDENTIAL TREATMENT

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Execution Copy

DATED AUGUST 29, 2012

BUSINESS TRANSFER AGREEMENT

BY AND AMONG

ORCHID CHEMICALS & PHARMACEUTICALS LTD.,

MR. K. RAGHAVENDRA RAO

AND

HOSPIRA HEALTHCARE INDIA PRIVATE LIMITED

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TABLE OF CONTENTS

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(1)           Pursuant to Section 601(b)(2) of Regulation S-K, the schedules have been omitted and Hospira, Inc. undertakes to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

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This BUSINESS TRANSFER AGREEMENT (this “Agreement”) is made on this 29th day of August 2012:

BY AND AMONG:

ORCHID CHEMICALS & PHARMACEUTICALS LTD., a company incorporated under the Act and having its registered office at Orchid Towers, 313 Valluvar Kottam High Road, Nungambakkam, Chennai 600034, India (hereinafter referred to as the “Seller”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and permitted assigns) of the FIRST PART;

Solely for purposes of Clause 6.6, ***, and Clauses 8.6.1 through and including 8.6.5, MR. K. RAGHAVENDRA RAO, an individual and the founder, managing director and one of the members of the Promoter Group (hereinafter referred to as “KRR”, which expression shall, unless repugnant to the context or meaning thereof, mean and include his heirs, executors, administrators, successors and permitted assigns);

AND

HOSPIRA HEALTHCARE INDIA PRIVATE LIMITED, a private limited company incorporated under the Act and having its registered office at Plot Nos. B3-B6, B11 & B14, SIPCOT Industrial Park, Irungattukottai, Sriperumbudur — 602105, Tamil Nadu, India (hereinafter referred to as the “Purchaser”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and permitted assigns) of the SECOND PART;

WHEREAS:

In addition to their other activities, the Seller and its Affiliates are engaged in the Business (as hereinafter defined).

The Seller desires to sell, assign, transfer, convey and deliver, and/or cause its Affiliates to sell, assign, transfer, convey and deliver, to the Purchaser or one of its Affiliates, and the Purchaser desires to purchase and acquire, or cause its Affiliates to purchase and acquire, from the Seller and its Affiliates, the Transferred Assets of the Business as a going concern on a slump sale basis (as defined in Section 2(42C) of the Tax Act) and in connection therewith the Purchaser is willing to assume the Assumed Liabilities, all upon the terms and subject to the conditions set forth in this Agreement.

Concurrently with the execution of this Agreement, the shareholders of the Seller listed on Schedule 1.1, who hold, in the aggregate, *** shares of the Seller, which represent approximately *** of the issued and outstanding share capital of the Seller (the “Promoter Group”), have delivered a letter agreement to the Purchaser and the Seller pursuant to which:  (a) they consent to, and agree to vote all of their shares of the Seller in favour of, the entering into of this Agreement by the Seller and the transactions contemplated hereby and (b) agree to be bound by the covenant set forth in Clause 6.6.

NOW, THEREFORE, in consideration of mutual agreements, covenants, representations and warranties set forth in this Agreement, and for other good and valuable consideration, the sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows:

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1              DEFINITIONS AND INTERPRETATION

1.1                               Definitions

In this Agreement, (a) capitalized terms defined by inclusion in quotations and/or parenthesis have the meanings so ascribed; and (b) the following terms shall have the following meanings assigned to them herein below:

“505(b) Product” means a pharmaceutical product (i) in any therapeutic class and for all human and animal prophylactic and therapeutic uses in all formulations and dosage forms and for any and all indications, (ii) which could not be commercialized in the United States without first filing a New Drug Application (“NDA”) covered by Section 505(b)(1) or 505(b)(2) of the Federal Food, Drug and Cosmetic Act and obtaining the approval of the FDA to such NDA, and (iii) which upon obtaining such approval of the FDA has been granted at least 3 (three) years of data or market exclusivity from the FDA.  For the sake of clarity, the 3-year period of exclusivity must have been granted for a drug product application that contains reports of new clinical investigations (other than bioavailability studies) conducted or sponsored by the sponsor that were essential to approval of the application. “New clinical investigation” is defined as an investigation in humans, the results of which (1) have not been relied upon by FDA to demonstrate substantial evidence of effectiveness of a previously approved drug product for any indication or of safety in a new patient population and (2) do not duplicate the results of another investigation relied upon by FDA to demonstrate a previously approved drug’s effectiveness or safety in a new patient population.  In this context, “new” is intended to convey a lack of prior use of a clinical investigation rather than any temporal requirement;

“2009 BTA” means that certain Business Transfer Agreement, dated as of December 15, 2009, as amended, by and among Orchid Chemicals & Pharmaceuticals Ltd., Mr. K. Raghavendra Rao and Hospira Healthcare India Private Limited;

“2009 BTA Amendment” means Amendment No. 3 to the 2009 BTA to be entered into by and between the Purchaser and the Seller at the Closing in the form of Exhibit A;

“Accounts Receivable” means all accounts, notes and other receivables, including any value added Taxes or similar Taxes levied on such accounts receivable, any unpaid interest accrued  on any such accounts receivable and any security or collateral related thereto, all file documentation related to such accounts, notes and other receivables, including invoices, shipping documents, communications and correspondence submitted to or received from customers related to such sales;

“Act” means the (Indian) Companies Act, 1956;

“Advance Purchase Stock Payment” means the amount to be credited by the Seller against the Cash Consideration pursuant to the terms of Paragraph 2(a) of Amendment #4 to the Current API Supply Agreement entered into by the Seller and the Purchaser concurrently with the entering of this Agreement;

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“Affiliate” in relation to any Party means, in case of a natural Person, the Relative of such Person, and in case of a Person other than a natural Person, any Person, which, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under the Common Control of that Person;

“Amended API Supply Agreement” means the Current API Supply Agreement (as amended pursuant to the terms of the API Supply Agreement Amendment);

“Ancillary Agreements” means, collectively:  (a) the 2009 BTA Amendment, (b) the IP Assignments, (c) the API Supply Agreement Amendment, (d) the Transition Services Agreement, (e) *** Partition Agreement, (f) the NPNC API Supply Agreement, (g) the Deeds, (h) the Aurangabad Lease Deed, (i) the *** Option Agreement and (j) any other instruments of sale, conveyance, transfer and assignment between the Seller or any of its Affiliates, on the one hand, and the Purchaser or any of its Affiliates, on the other hand, in form and substance reasonably satisfactory to the Purchaser and the Seller, as may be reasonably necessary or advisable under applicable Law to effect the transactions contemplated by this Agreement and the Ancillary Agreements;

“API” means active pharmaceutical ingredients, including intermediate API and Finished API;

“API Supply Agreement Amendment” means the amendment to the Current API Supply Agreement to be entered into by and between the Purchaser and the Seller at the Closing in the form of Exhibit B;

“Aurangabad Facility” means (a) all of the Real Property in which the Seller or its Affiliate holds freehold title which is located at Gut Numbers 36, 37 and 38 in the Village Itawa, Gangapur Taluka, Aurangabad Dist, Maharashtra, India, the legal description, street address, khasra numbers, khatauni numbers, field numbers and plot numbers of which are detailed in Schedule 1.1(a)(i) and (b) the Aurangabad Leased Portion;

“Aurangabad Leased Portion” means the portion of the parcel of Real Property that is leased by the Seller as lessee, at L-8 & L-9, MIDC Industrial Area, Waluj, Aurangabad Dist, Pin 431 136, Maharashtra, India, a description of which is set forth on Schedule 1.1(a)(ii);

“Benchmark Net Working Capital” means USD *** (United States Dollar ***);

“Business” means the business of researching, evaluating and litigating originator Intellectual Property as permitted under Law for, developing, testing, obtaining regulatory approval for, manufacturing, negotiating third party contracts for, procuring materials for, marketing, distributing and selling penem API (including carbapenems API) and penicillin API, including the Rempex Combination API, for any and all pharmaceutical products for all human and animal prophylactic and therapeutic uses, as such business is conducted anywhere in the world by the Seller and its Affiliates immediately prior to the Effective Date, subject to any changes on or prior to the Closing permitted in accordance with Clause 6.2, but specifically excluding the Other Businesses.  It is agreed and understood that the Business does not include any Excluded Assets and Excluded Liabilities;

“Business Day” means any day other than a Saturday, a Sunday or any day on which banks in Chennai, Tamil Nadu and Mumbai, Maharashtra in India are required or authorized to be closed;

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“CCI” means the Competition Commission of India;

“Change of Control” means the acquisition by a third party of more than 50% (fifty percent) of the outstanding shares of voting capital stock of the Seller;

“Closing” means the closing of the purchase and sale of the Transferred Assets of the Business and the assignment and assumption of the Assumed Liabilities, each as contemplated by this Agreement and the Ancillary Agreements;

“Closing Net Working Capital” means the difference between: (a) the sum of the current assets listed in Clause 3.2.2 minus (b) the sum of the current liabilities listed in Clause 3.2.2, in each case (a) and (b), as of the close of business on the date immediately prior to the Closing Date and as determined in accordance with the principles set forth on Schedule 3.2.2 (including any principles providing for exchange rate adjustments);

“Competition Laws of India” means any Law regulating anti-competitive practices in India, including the Competition Act, 2002 and any rule, regulation, guideline, order, interpretation, binding case law, press note, circular, condition, policy or term framed by any Governmental Authority;

“Competition-Investment Law” means any Law that is designed or intended to prohibit, restrict or regulate:  (a) foreign investment; or (b) antitrust, monopolization, restraint of trade or competition, including the Investment Laws of India and Competition Laws of India;

“Consent” means any license, permission, approval, clearance, franchise, permit, notice, consent, authorization, waiver, grant, concession, agreement, certificate, exemption, order or registration from any Governmental Authority or any other third party;

“Contract” means any contract, agreement, lease, license, commitment, understanding, franchise, warranty, guaranty, mortgage, note, indenture, bond, debenture, letter of credit, option, pledge, security agreement, warrant, right or other instrument or consensual obligation, whether written or oral;

“Controlling”, “Controlled by” or “Control”, with respect to any Person, means (a) the ownership of 50% (fifty percent) or more of the equity shares or other voting securities of such entity; (b) possession of the power to direct the management and policies of such entity; or (c) the power to nominate for appointment the majority of the directors, managers, partners or other individuals exercising similar authority with respect to such Person by virtue of ownership of voting securities or management or contract or in any other manner whatsoever, directly or indirectly, including through one or more other entities; and the term “Common Control” shall be construed accordingly;

“Corporate Name” means the trademarks, trade names or corporate logos “Orchid Chemicals & Pharmaceuticals Ltd.,” “Orchid Healthcare (A Division of Orchid Chemicals & Pharmaceuticals Ltd.),” “Orgenus Pharma, Inc. (Subsidiary of Orchid Pharmaceuticals, Inc.)”, “Orchid Europe Limited,” “Orchid Pharmaceuticals SA (Proprietary) Limited,” “Orchid Pharma Japan KK,” “Health Orchid,” “Orchidpharma.com” and the “flower logo” and any variants and derivatives of any of the foregoing, including any applicable domain names, in each case used prior to the Closing  by the Seller or its Affiliates;

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“Current API Supply Agreement” means that certain API Supply Agreement, dated as of March 30, 2010, by and among Orchid Chemicals & Pharmaceuticals Ltd. and Hospira Healthcare India Private Limited, as amended prior to the execution of the API Supply Agreement Amendment;

“Dollars”, “USD” or “$” means United States Dollars or the lawful currency of the United States;

“Effective Date” means the date of execution of this Agreement;

“Employee Plan” means any bonus, incentive compensation, performance award, deferred compensation, cash allowance, employee state tax contribution, pension, deposit link insurance, profit sharing, retirement, provident, superannuation, gratuity, stock purchase, stock option, stock ownership, stock appreciation right, phantom stock, leave of absence, layoff, severance, retrenchment, redundancy, retention, vacation, holiday, annual leave, day or dependent care, legal services, cafeteria, life, health, accident, disability, fringe benefit, loans, club memberships, company accommodation (owned or leased), company product purchase plan, house rent or other housing allowance, conveyance, car, driver or other transport allowance, education assistance or allowance (including scholarships and grants), transfer and new employee joining relocation plan, field work daily allowances, medical allowance or insurance, maternity benefits, lunch coupons or other comparable allowance, leave travel allowance, reimbursement, sales or other performance incentives or allowances, company sponsored health plans or other welfare benefit or employee benefit plan, practice, policy, scheme, allowance or arrangement, whether written or oral, of the Seller or any of its Affiliates;

“Encumbrance” means any charge, claim, mortgage, servitude, easement, right of way, community or other marital property interest, adverse ownership claim, title defect, covenant, equitable interest, license, lease, sub-lease or other possessory interest, lien, Tax lien, option, pledge, security interest, preference, priority, right of first refusal, option, restriction, obligation or other encumbrance of any kind or nature whatsoever (whether absolute or contingent);

“Environmental Law” means any Law relating to the environment (including ambient air, surface water, ground water, land surface, and subsurface strata), natural resources, pollutants, contaminants, wastes, chemicals or public health and safety, including any Law pertaining to:  (a) treatment, storage, disposal, generation and transportation of Hazardous Materials; (b) air, water, land and noise pollution; (c) groundwater, surface water, or soil contamination; (d) the release or threatened release into the environment of Hazardous Materials, including intentional or accidental emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (e) the manufacture, processing, use, distribution, treatment, storage, disposal, transportation or handling of Hazardous Materials; (f) underground and aboveground tanks and other storage tanks or vessels, abandoned, disposed or discarded barrels, containers and other closed receptacles; (g) public health and safety; (h) the registration, evaluation, authorization, or restriction of Hazardous Materials; or (i) the protection of wild life, plants, habitat, marine sanctuaries and wetlands, including all endangered and threatened species;

“Excluded Countries” means ***;

“FDA” means the United States Food And Drug Administration;

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“FIPB” means the Foreign Investment Promotion Board of India;

“Finished API” means API that is produced as part of the Business or NPNC API that is produced at the Aurangabad Facility, in each case that  has passed all quality inspection tests such that a document certifying that the API conforms to the specifications therefor has been or could be signed and dated by a duly authorized representative of the Seller;

“GAAP” means generally accepted accounting principles for financial reporting in India as in effect as of the Effective Date;

“Governmental Authority” means any (a) nation, region, state, county, city, town, village, district or other jurisdiction; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department or other entity and any court or other tribunal); (d) multinational organization; or (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature;

“Governmental Authorization” means, other than the Registrations, all filings and applications with any Governmental Authority, and all Consents, registrations, re-registrations, and declarations issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law;

“Hazardous Material” means any raw material, intermediate product, byproduct, pollutant, contaminant, chemical, solvent, waste or any other substance or material (whether solids, liquids or gases) that is infectious, carcinogenic, persistent, ignitable, corrosive, reactive, explosive, poisonous, toxic or otherwise hazardous or that is listed, defined, designated or classified, or otherwise regulated under any Environmental Law, including any admixture or solution thereof, and including petroleum and all byproducts and derivatives thereof or synthetic substitutes therefor, asbestos or asbestos-containing materials in any form or condition, radioactive materials, urea-formaldehyde, lead and lead-based paints, polychlorinated biphenyls and any other material or substance that is or that may present a threat to human health or the environment;

“Hedging Obligations” means, with respect to any Person, all Liability of such Person under any agreement, whether or not in writing, relating to any transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond, note or bill option, interest rate option, forward foreign exchange transaction, cap, collar or floor transaction, currency swap, cross-currency rate swap, swaption, currency option or any other, similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing, and, unless the context otherwise clearly requires, any master agreement relating to or governing any or all of the foregoing;

“Indebtedness” of any Person means, without duplication:  (a) all indebtedness of such Person, whether or not contingent, for borrowed money; (b) all obligations of such Person evidenced by credit agreements, notes, mortgages, bonds, letters of credit, Hedging Obligations, debentures or other similar instruments or debt securities and warrants or other rights to acquire any such instruments or securities, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses (including capital lease obligations); and (c) all indebtedness of others referred to in clauses (a) and (b) hereof guaranteed, directly or indirectly, in any manner by such Person, or in effect guaranteed directly or indirectly by such Person

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through an agreement, undertaking or arrangement by which such Person guarantees, endorses or otherwise becomes or is contingently liable for the indebtedness referred to in clauses (a) and (b) of any other Person:  (i) to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness; (ii) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss; (iii) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered); (iv) to grant an Encumbrance on existing or future property owned or acquired by such Person (including Contracts), whether or not the obligation secured thereby has been assumed or (v) otherwise to assure a creditor against loss.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor;

“India” means the Republic of India and shall include special economic zones, ports and airports within the geographical area of the Republic of India;

“Intellectual Property” means all of the following anywhere in the world and all legal rights, title or interest in, under or in respect of the following arising under Law, whether or not filed, perfected, registered or recorded and whether now or later existing, filed, issued or acquired, including all renewals:  (a) all national, regional and international patents, patent applications, patent disclosures, utility models, utility model applications, petty patents, design patents and certificates of inventions, and all related re-issues, re-examinations, divisions, revisions, restorations, renewals, extensions, provisionals, continuations and continuations in part; (b) all copyrights, copyright registrations and copyright applications, copyrightable works and all other corresponding rights; (c) all mask works, mask work registrations and mask work applications and all other corresponding rights; (d) all Trademarks; (e) all inventions (whether patentable, patented or unpatentable and whether or not reduced to practice, any said patents, including any extensions, reissues, reexaminations, renewals, divisions, continuations, continuations-in-part, or design patents); (f) know-how, including technical know-how, process know-how, technology, technical data, trade secrets, confidential business information, manufacturing and production processes and techniques, regulatory requirements and information, clinical data and protocols, research and development information (including all research and development data, experimental and project plans and pipeline product information), storing and shipping information, financial, marketing and business data, pricing and cost information, business and marketing plans, advertising and promotional materials, customer, distributor, third party manufacturer and supplier lists and information, correspondence, records, and other documentation, and other proprietary documentation and information of every kind; (g) all databases, data collections and data exclusivity; (h) all other proprietary rights; and (i) all copies and tangible embodiments of any of the foregoing (in whatever form or medium); including the right to sue for past, present or future infringement, misappropriation or dilution of any of the foregoing;

“Investment Laws of India” means any Law regulating foreign investment in India, including the Foreign Exchange Management Act, 2000 and any rule, regulation, guideline, order, interpretation, binding case law, press note, circular, condition, policy or term framed by any Governmental Authority;

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“Judgment” means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority or arbitrator;

“Key Employees” means those Persons listed on Schedule 1.1(c);

“Knowledge” means, with respect to the Seller, the information that any of the employees listed on Schedule 1.1(d) is actually aware of following a reasonable investigation concerning the existence of the relevant fact or matter;

“*** Option Agreement” means that certain Option Agreement to be entered into by and between Hospira Pte Ltd. and *** at the Closing in the form of Exhibit L;

“Law” means any federal, national, regional, state, local, county, city, municipal, town, village, district, foreign or other constitution, law, statute, treaty, rule, regulation, ordinance, order, code, binding case law or principle of common law or any condition or term imposed pursuant to any Governmental Authorizations;

“Liability” means liabilities, debts or other obligations of any kind or nature, whether known or unknown, absolute, accrued, contingent, liquidated, unliquidated or otherwise, due or to become due or otherwise, and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP;

“Loss” means any loss, Proceeding, Judgment, damage, fine, penalty, expense (including reasonable attorneys’ or other professional fees and expenses and court costs), injury, diminution of value, Liability, Tax, Encumbrance or other cost or expense;

“Material Adverse Effect” means any event, change, circumstance, effect or other matter that has, or could reasonably be expected to have, either individually or in the aggregate with all other events, changes, circumstances, effects or other matters, with or without notice, lapse of time or both, a material adverse effect on: (a) the business, assets, Liabilities, properties, condition (financial or otherwise), operating results or operations or prospects of the Business and the Transferred Assets of the Business taken as a whole; or (b) the ability of the Seller or any of its respective Affiliates to perform its material obligations under this Agreement, the Ancillary Agreements or to consummate timely the transactions contemplated by this Agreement or the Ancillary Agreements; provided, however, that a “Material Adverse Effect” shall exclude any event, circumstance, change or other matter that generally affects Persons engaged in the business of developing, manufacturing, marketing, or selling API for penem and/or penicillin pharmaceutical products for human and/or animal prophylactic or therapeutic uses, except to the extent such event, circumstance, change or other matter has a materially disproportionate effect on the Business, taken as a whole, relative to other businesses engaged in the API business;

“NCE” and/or “NBE” means a pharmaceutical product containing (a) a new, novel and innovator chemical compound (“NCE”) or (b) a new, novel and innovator biological substance derived from a living organism or a DNA or RNA mechanism (“NBE”), in each case, (a) and (b), (i) in any therapeutic class and for all human and animal prophylactic and therapeutic uses in all formulations and dosage forms and for any and all indications, (ii)  which could not be commercialized in the United States without first filing a NDA or a new therapeutic Biologic License Application (“BLA”), as the case may be, and obtaining the approval of the FDA to such NDA or BLA, as the case may be, and (iii) which upon obtaining such approval of the FDA to such NDA or BLA, as the case may be, has been granted, or could reasonably be expected to be

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granted, at least 3 (three) years of data or market exclusivity from the appropriate Governmental Authority;

“NPNC” means non-penicillins, non-penems (including non-carbapenems) and non-cephalosporins;

“NPNC API Supply Agreement” means the NPNC API Supply Agreement for the Purchaser’s manufacture and supply of certain NPNC products of the Seller from the Aurangabad Facility utilizing the Transferred Assets of the Business, to be entered into by and between the Purchaser and the Seller at the Closing in the form of Exhibit C;

“NPNC Registrations” means the authorizations, approvals, licenses, permits, certificates, or exemptions issued by any Governmental Authority (including investigational new drug applications (INDs), new drug applications (NDAs), supplemental new drug applications, abbreviated new drug applications (ANDAs), pre-market approval applications, 510(k) notifications, pre-market notifications, investigational device exemptions, product recertifications, manufacturing approvals and authorizations, the European Union Conformity Marketing (CE Marks) issued by the European Notified Body, pricing and reimbursement approvals, labeling approvals or their foreign equivalent) held by the Seller or its Affiliates immediately prior to the Closing that are required for the research, development, clinical testing, manufacture, sale, marketing, distribution, storing, transportation, importation, exportation or use of NPNC API;

“Occupational Safety and Health Law” means any Law designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (such as those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions;

“Orchid Towers” means the Seller’s facilities located at Orchid Towers, 313 Valluvar Kottam High Road, Nungambakkam, Chennai 600034, India;

“Ordinary Course of Business” means the usual, regular and ordinary course of business of the Business and the operation of the Transferred Assets of the Business, consistent with Seller’s past custom and practice, but only to the extent consistent with applicable Law; provided, however, that a series of related transactions which taken together is not in the Ordinary Course of Business shall not be deemed to be in the Ordinary Course of Business;

“Other Businesses” means the following businesses conducted as of the Effective Date by the Seller and its Affiliates:  (i) the business of researching, evaluating and litigating originator Intellectual Property as permitted under Law for, developing, testing, obtaining regulatory approval for, manufacturing, negotiating third party contracts for, procuring materials for, marketing, distributing and selling cephalosporins API or NPNC API, (ii) the business of researching, evaluating and litigating originator Intellectual Property as permitted under Law for, developing, testing, obtaining regulatory approval for, manufacturing, negotiating third party contracts for, procuring materials for, marketing, distributing and selling finished oral pharmaceutical products anywhere in the world, (iii) the business of performing drug discovery, research, development work and/or manufacturing for Seller’s own requirements or a third party’s requirements with respect to 505(b) Products, NCE’s and/or NBE’s (other than discovery,

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research, development work and/or manufacturing with respect to the Rempex Combination API), and (iv) the business of (A) purchasing generic injectable pharmaceutical products from one or more third parties for resale in the Excluded Countries and India pursuant to a supply agreement or toll manufacturing agreement and (B)  marketing, distributing or selling such generic injectable pharmaceutical products in the Excluded Countries and India;

“Parties” means collectively the Seller, the Purchaser and, solely for purposes of Clause 6.6, ***, and Clauses 8.6.1 through and including 8.6.5, KRR and “Party” means each of them individually;

“Pen/Penem Intellectual Property” means all Intellectual Property that  (a) is included in the Purchased Intellectual Property and transferred to the Purchaser as of the Closing Date; and (b) is used in connection with, or related to, the business of researching, evaluating and litigating originator Intellectual Property as permitted under Law for, developing, testing, obtaining regulatory approval for, manufacturing, negotiating third party contracts for, procuring materials for, marketing, distributing and selling penem API (including carbapenems API) and penicillin API for pharmaceutical products or for 505(b) Products, NCE’s and/or NBE’s;

“Pen/Penem Know How” means any know-how, including technical know-how, process know-how, technology, technical data, trade secrets, confidential business information, manufacturing and production processes and techniques, regulatory requirements and information, clinical data and protocols, research and development information (including all research and development data, experimental and project plans and pipeline product information), storing and shipping information, financial, marketing and business data, pricing and cost information, business and marketing plans, advertising and promotional materials, customer, distributor, third party manufacturer and supplier lists and information, correspondence, records, and other documentation, and other proprietary documentation and information of every kind, in each case solely to the extent included within the definition of Pen/Penem Intellectual Property (and without expanding the scope of the same);

“Permitted Encumbrances” means (a) Encumbrances for Taxes not yet due and payable, or being contested in good faith, and for which appropriate reserves have been established in the Balance Sheet or since the date of the Balance Sheet, have been incurred in the Ordinary Course of Business, (b) Encumbrances in respect of property or assets imposed by Law that were incurred in the Ordinary Course of Business, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar liens, (c) with respect to the Real Property, (i) reciprocal easement agreements, utility easements and other customary encumbrances on title, and (ii) zoning, ordinances, building codes, regulations and enactments of any Governmental Authority having jurisdiction over the Real Property; provided, however, that such matters described in clauses (i) and (ii) do not, individually or in the aggregate, materially impair the present use of the Real Property in the operation of the Business or the value of the Real Property affected thereby and (d) Encumbrances set forth on Schedule 1.1(f);

“Person” means any natural person, firm, corporation, limited company, private limited company, limited liability company, Governmental Authority, joint venture, general or limited partnership, trust, association or other entity (whether or not having separate legal personality);

“Proceeding” means any action, arbitration, audit, examination, investigation, hearing, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or

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informal, and whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator;

“Planning and Zoning Laws” means all Laws intended to control or regulate the construction, demolition, alteration or use of land or buildings or to preserve or protect national heritage;

“Prime Rate” means a rate per annum equal to Twelve Month LIBOR plus 2% (two percent), as set by the British Bankers Association;

“Product Laws” means any Laws related to the manufacture, research, sales, marketing, development or distribution of the products of the Business, including the Drugs and Cosmetics Act, 1940 and the Drugs and Cosmetics Rules, 1945, the Standard Weights and Measures Act, 1976 and Bureau of Indian Standards Act, 1986 (or similar Laws in other countries);

“Real Property” means all land and all buildings and other structures, facilities or Improvements located thereon, capital work in progress and all easements, licenses, rights and appurtenances relating to the foregoing;

“Registrations” means the authorizations, approvals, licenses, permits, certificates, or exemptions issued by any Governmental Authority (including investigational new drug applications (INDs), new drug applications (NDAs), supplemental new drug applications, abbreviated new drug applications (ANDAs), pre-market approval applications, 510(k) notifications, pre-market notifications, investigational device exemptions, product recertifications, manufacturing approvals and authorizations, the European Union Conformity Marketing (CE Marks) issued by the European Notified Body, pricing and reimbursement approvals, labeling approvals or their foreign equivalent) held by the Seller or its Affiliates immediately prior to the Closing that are (i) specific to Persons engaged in the business of developing, manufacturing, marketing or selling penem API (including carbapenems API) and penicillin API, including the Rempex Combination API, for use in pharmaceutical products and (ii) required for the research, development, clinical testing, manufacture, sale, marketing, distribution, storing, transportation, importation, exportation or use of the products of the Business;

“Relative” shall bear the meaning assigned to the term in the Act;

“Related Party” in relation to a Person includes:  (a) any company under the same management (as defined by Section 370(1B) of the Act) of such Person; (b) any Controlling shareholder of such Person, (c) any director of such Person, (d) any officer of such Person, (e) any Person in which any Controlling shareholder, director or officer of such Person has any interest, other than a passive shareholding of less than 5% (five percent) in a publicly listed company, (f) any firm or unlisted company in which such Person, is a partner, Controlling shareholder or director, and (g) any other Affiliate of such Person or of a Controlling shareholder or director of such Affiliate;

“Rempex Combination API” means the product set forth on Schedule 1.1(b);

“Retained Sholinganallur Facility” means the buildings and associated Real Property in which the Seller or any of its Affiliates holds freehold title located within Plot No. 476/14, Old Magabalipuram Road, Shozhanganallur, Chennai 600 119, Tamil Nadu, India, other than the

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Sholinganallur Facility, the legal description, street address, khasra numbers, khatauni numbers, field numbers and plot numbers of which are detailed in Schedule 1.1(j);

“Rupees”, “Rs” or “INR” means Indian rupees or the lawful currency of India;

“Seller Mixed-Use Intellectual Property” means all Intellectual Property that is not included in the Purchased Intellectual Property and that is used in connection with, or related to, both the Business and the Other Businesses and is owned by or licensed to the Seller or its Affiliates as of the Closing Date, in each case as set forth on Schedule 1.1(g);

“Seller NPNC Intellectual Property” means all Intellectual Property that:  (a) is not included in the Purchased Intellectual Property; (b) is used in connection with, or otherwise related to, any of the NPNC API products listed on Clause 9.30.2 of the Seller Disclosure Schedule, and (c) is owned by or licensed to the Seller or its Affiliates as of the Closing Date; provided that NPNC Intellectual Property expressly excludes any financial, marketing, business and marketing plans, advertising and promotional materials, and information related to any customers and distributors of the NPNC API;

“Seller NPNC Know How” means, any know-how, including technical know-how, process know-how, technology, technical data, trade secrets, confidential business information, manufacturing and production processes and techniques, regulatory requirements and information, clinical data and protocols, research and development information (including all research and development data, experimental and project plans and pipeline product information), storing and shipping information, pricing and cost information, third party manufacturer and supplier lists and information, correspondence, records, and other documentation, and other proprietary documentation and information of every kind, in each case solely to the extent included within the definition of Seller NPNC Intellectual Property (and without expanding the scope of the same);

“Seller NPNC Regulatory Documentation” means, with respect to any NPNC API products listed on Clause 9.30.2 of the Seller Disclosure Schedule, (a) the documents and all related data, records, and correspondence under the possession of the Seller or its Affiliates (or that are accessible to the Seller or its Affiliates using commercially reasonable efforts) evidencing any NPNC Registrations issued to the Seller or its Affiliates with respect to such NPNC API product by a Governmental Authority in any country of the world; and (b) all related applications, clinical research and trial agreements, data results and records of clinical trials and design history files, technical files, drawings, manufacturing, packaging and labeling specifications, validation documentation, packaging specifications, quality control standards and other documentation, research tools, laboratory notebooks, files and correspondence with regulatory agencies and quality reports;

“Sholinganallur Facility” means that certain building and associated Real Property in which the Seller or any of its Affiliates holds freehold title located within Plot No. 476/14, Old Magabalipuram Road, Shozhanganallur, Chennai 600 119, Tamil Nadu, India, the legal description, street address, khasra numbers, khatauni numbers, field numbers and plot numbers of which are detailed in Schedule 1.1(j);

“Software” means all computer software (including source and object code) and other applications on all hardware (including the distributed control system), firmware, development

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tools, algorithms, files, records, technical drawings and related documentation, data and manuals, together with proof of ownership;

“Tax” means:  (a) any and all taxes, duties, imposts, levies, premiums, impositions, transfer charges, cess, surcharge, charges in the nature of tax and any fine, cost, penalty or interest connected therewith, including corporate tax, income tax, dividend distribution tax, interest tax, withholding taxes, capital gains tax, value added tax, gift tax, wealth tax, sales tax, service tax, stamp duty, registration fees, foreign travel tax, octroi, turnover tax, excise duty, customs duty, import duty, development cess, rates, property tax or other tax of whatever kind (including any fee, assessment or other charges in the nature of or in lieu of any tax) that is imposed by any Governmental Authority; (b) any interest, fines, penalties or additions resulting from, attributable to, or incurred in connection with any items described in this paragraph or any related contest or dispute; and (c) any items described in this paragraph that are attributable to another Person but that the Seller is liable to pay and/or withhold by Law, by Contract or otherwise, whether or not disputed;

“Tax Act” means the (Indian) Income Tax Act, 1961;

“Tax Return” means any report, return, declaration, claim for refund, or information return or statement related to Taxes, including any schedule or attachment thereto, and including any amendment thereof;

“Trademarks” means all trade dress and trade names, logos, trademarks and service marks and related registrations and applications, including any intent to use applications, supplemental registrations and any renewals or extensions, all other indicia of commercial source or origin and all goodwill associated with any of the foregoing;

“Transferred Facilities” means, collectively, the Aurangabad Facility and the Sholinganallur Facility; and

“Transfer Taxes” means any and all Taxes relating to or arising on the transfer of the Transferred Assets of the Business, including stamp duty, registration charges, notarial fees and all applicable indirect Taxes and related amounts (including any penalties, interest and additions to Transfer Taxes).

1.2                               Additional Defined Terms

For purposes of this Agreement, the following terms have the meanings specified in the indicated Clause of this Agreement:

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1.3                               Interpretation

1.3.1                The terms referred to in this Agreement shall, unless defined otherwise or inconsistent with the context or meaning thereof, bear the meaning ascribed to them under the relevant statute/legislation.

1.3.2                Reference to statutory provisions shall be construed as meaning and including references also to any amendment or re-enactment (whether before or after the Effective Date) for the time being in force and to all statutory instruments or orders made pursuant to such statutory provisions.

1.3.3                Any reference to a Contract or other document as of a given date means the Contract or other document as amended, supplemented and modified from time to time through such date.

1.3.4                Any reference to a document in “Agreed Form” is to a document in a form agreed between the Parties initialed for the purpose of identification by or on behalf of each of them (in each case with such amendments as may be agreed by or on behalf of the Parties).

1.3.5                Words denoting the singular shall include the plural and words denoting any gender shall include all genders.

1.3.6                Headings, subheadings, titles, subtitles to clauses, subclauses and paragraphs are for information only and shall not form part of the operative provisions of this Agreement or the annexure hereto and shall be ignored in construing the same.

1.3.7                The terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits hereto) and not to any particular provision of this Agreement, Clause, Schedule and Exhibit references are to the Clauses, Schedules and Exhibits to this Agreement unless otherwise specified.

1.3.8                Unless otherwise specified in a particular case, reference to days, months and years are to calendar days, calendar months and calendar years, respectively.

1.3.9                Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day if the last day of such period is not a Business Day; and whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next Business Day.

1.3.10         Words “directly or indirectly” mean directly or indirectly through one or more intermediary persons or through contractual or other legal arrangements, and “direct or indirect” have the correlative meanings.

1.3.11         Any reference to “writing” shall include printing, typing, lithography and other means of reproducing words in visible form but shall exclude text messages via mobile phones.

1.3.12         The words “include” and “including” are to be construed without limitation unless the context otherwise requires or unless otherwise specified. The word “or” shall not be exclusive.

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1.3.13         No provisions shall be interpreted in favour of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof.

1.3.14         If there is any conflict or inconsistency between a term in the body of this Agreement and a term in any of the Schedules or any Ancillary Agreement, the term in the body of this Agreement shall take precedence. References herein to this Agreement or any Ancillary Agreement shall be deemed to refer to this Agreement or such Ancillary Agreement as of the date of such agreement and as it may be amended thereafter, unless otherwise specified.

1.3.15         Wherever used herein, the words “Seller” and “Purchaser” include their respective Affiliates whenever the context requires or to the extent applicable.

1.3.16         Any use of “material adverse effect” without the use of initial capital letters is an intentional use of such words by the Parties.

2              AGREEMENT TO SELL AND PURCHASE TRANSFERRED ASSETS OF THE BUSINESS

2.1                               Transfer of the Transferred Assets of the Business

Subject to the terms and conditions of this Agreement, at the Closing, the Seller shall sell, convey, assign, transfer and deliver, or cause its Affiliates to sell, convey, assign, transfer and deliver, to the Purchaser or one or more of its Affiliates, free and clear of all Encumbrances (other than Permitted Encumbrances), and the Purchaser or one or more of its Affiliates shall purchase and acquire (a) the Transferred Facilities; and (b) all of the assets, rights and properties of the Seller and its Affiliates, located anywhere in the world, whether tangible or intangible, real, personal or mixed, related to the Business (except as otherwise expressly set forth below or otherwise in this Agreement or the Ancillary Agreements and to the extent that the term “primarily” is used in Clauses 2.1.1 — 2.1.20 below, only those such assets, rights and properties) ((a) and (b), collectively, the “Transferred Assets of the Business”), including the following:

2.1.1                (a) all inventories used in, held for use in, or related to the Business or the production of NPNC API at the Aurangabad Facility, wherever located, including all semi-finished and finished goods, work in process, raw materials, samples, packaging materials and all other materials and supplies to be used in the production of Finished API and (b) any Finished API (provided however that any NPNC API that is Finished API released in accordance with Clause 6.2.1(c) shall not be Inventory that is included in the Transferred Assets of the Business) (the “Inventory”);

2.1.2                except as expressly set forth in Clause 2.2.3, all third party Accounts Receivable of the Business;

2.1.3                all rights in and to products under research and development as part of, or contemplated to be a part of, the Business;

2.1.4                except as expressly set forth in Clause 2.2.2 or Clause 2.2.6, all furniture, fixtures, office equipment, laboratory equipment, all other moveable assets, properties, resources,

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facilities, utilities and services, including machinery, equipment, systems, implements, apparatus, instruments, mechanical and spare parts, tools, tooling, dyes, production supplies, storage tanks, pipes and fittings, utilities, vehicles, utensils, communication facilities and capital work-in-progress, training materials and equipment, supplies, owned and leased motor vehicles, mobile phones and personal digital assistants used by the Transferred Employees, and other tangible property of any kind located at the Transferred Facilities;

2.1.5                all furniture, fixtures, office equipment, laboratory equipment, all other moveable assets, properties, resources, facilities, utilities and services, including machinery, equipment, systems, implements, apparatus, instruments, mechanical and spare parts, tools, tooling, dyes, production supplies, storage tanks, pipes and fittings, utilities, vehicles, utensils, communication facilities and capital work-in-progress, training materials and equipment, supplies, owned and leased motor vehicles, mobile phones and personal digital assistants used by the Transferred Employees, and other tangible property of any kind, in each case that are not located at the Transferred Facilities and are primarily related to the Business;

2.1.6                subject to Clause 6.8, and except as set forth in Clause 2.2, all rights under all Contracts to the extent used in the Business, including those listed on Schedule 2.1.6;

2.1.7                the Registrations supported by and including:  (a) the original documents and all related data, records, and correspondence under the possession of the Seller or its Affiliates (or that are accessible to the Seller or its Affiliates using commercially reasonable efforts) evidencing the Registrations issued to the Seller or its Affiliates by a Governmental Authority in any country of the world, in each case to the extent assignable with or without the Consent of the issuing Governmental Authority; and (b) all related Registration applications, clinical research and trial agreements, data results and records of clinical trials and marketing research, design history files, technical files, drawings, manufacturing, packaging and labeling specifications, validation documentation, packaging specifications, quality control standards and other documentation, research tools, laboratory notebooks, files and correspondence with regulatory agencies and quality reports, and all relevant pricing information and correspondence with any Governmental Authority with respect to such pricing matters;

2.1.8                subject to Clause 8.14, all product labeling, advertising, marketing and promotional materials and all other printed or written materials used primarily in connection with, or related primarily to, the Business;

2.1.9                subject to Clause 8.14, all Intellectual Property that is used primarily in connection with, or related primarily to, the Business and is owned by or licensed to the Seller or its Affiliates at the Closing (collectively, the “Purchased Intellectual Property”), and all other intangible rights in the Business;

2.1.10         the rights granted to Purchaser and its Affiliates to the Seller Mixed-Use Intellectual Property pursuant to Clause 8.15;

2.1.11         the rights granted to Purchaser and its Affiliates to the Seller NPNC Intellectual Property pursuant to Clause 8.16, including copies of the materials comprising the Seller NPNC Know-How;

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2.1.12         all Software owned, created, acquired or licensed by the Seller or its Affiliates at any time prior to and through the Closing that is used primarily in the operation of any of the Transferred Assets of the Business or otherwise primarily in connection with, or related primarily to the Business (the “Purchased Software”);

2.1.13         all Governmental Authorizations primarily related to the Business or any Transferred Asset of the Business or required for the ownership or use of any Transferred Asset of the Business or the operation of the Business;

2.1.14         all books, records, files, studies, manuals, reports and other materials (in any form or medium) used in or related to the Business or the Transferred Assets of the Business, including all catalogues, price lists, mailing lists, distribution lists, client and customer lists, referral sources, supplier and vendor lists, purchase orders, sales and purchase invoices, correspondence, clinical data and protocols, production data, purchasing materials and records, research and development files, records, data books, Intellectual Property disclosures and records, manufacturing and quality control records and procedures, product shipping or storing requirements, service and warranty records, equipment logs, operating guides and manuals, product specifications, product processes, engineering specifications, financial and accounting records, litigation files, personnel and employee benefits records to the extent transferable under applicable Law, and copies of all other personnel records of the Transferred Employees to the extent the Seller is legally permitted to provide copies of such records to the Purchaser (provided, however, that (i) if the foregoing is related to both the Business or the Transferred Assets of the Business, on the one hand, and the Other Businesses, on the other hand, the Seller shall be entitled to maintain copies of such materials; (ii) if the foregoing is solely related to the Business or the Transferred Assets of the Business, the Seller may request to maintain copies of such materials, such request not to be unreasonably denied by the Purchaser and (iii) if any of the foregoing is related to Seller NPNC Intellectual Property, such information shall be limited to (and shall not expand) the Transferred Assets of the Business included in Clause 2.1.11);

2.1.15         all claims, rights, credits, causes of actions, defenses and rights of set-off of any kind (including the right to sue for past, present or future infringement, misappropriation or dilution of any Purchased Intellectual Property or, to the extent related to the Business, the Seller Mixed-Use Intellectual Property), in each case to the extent arising from, or related to, the Business or any of the Transferred Assets of the Business or Assumed Liabilities, in each case, whether accruing before or after the Closing, and including all attorney work-product protections, attorney-client privileges and other legal protections and privileges to which the Seller or its Affiliates may be entitled in connection with the Business or any of the Transferred Assets of the Business or Assumed Liabilities that are not excluded under Clause 2.2.11;

2.1.16         all claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold or delivered to the Seller or any of its Affiliates prior to the Closing;

2.1.17         copies of Tax Returns; provided, however, that the Seller may redact any information to the extent used in, or related to, the Excluded Assets or the Other Businesses from Tax Returns conveyed pursuant to this Clause 2.1.17; provided further, that such redaction shall not impair any information related to the Business contained in such Tax Returns;

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2.1.18         all rights relating to deposits and prepaid expenses of the Business or the Transferred Assets of the Business, claims for refunds and rights of offset of the Business or the Transferred Assets of the Business that are not excluded under Clause 2.2.11;

2.1.19         the goodwill of the Seller and its Affiliates associated with the Business and the Transferred Assets of the Business (the “Goodwill”); and

2.1.20         all rights of the Purchaser and its Affiliates arising under this Agreement, the Ancillary Agreements or from the consummation of the transactions contemplated hereby or thereby.

Notwithstanding the foregoing, the transfer of the Transferred Assets of the Business as a going concern on a slump sale basis pursuant to this Agreement does not include the assumption of any Liability related to the Transferred Assets of the Business and/or the Business unless the Purchaser or one or more of its Affiliates expressly assumes that Liability pursuant to Clause 2.3.

2.2                               Excluded Assets

Notwithstanding anything to the contrary in Clause 2.1 or elsewhere in this Agreement, the following assets of the Seller (collectively, the “Excluded Assets”) are excluded from the Transferred Assets of the Business, and are to be retained by the Seller as of the Closing:

2.2.1                all cash or cash equivalents and liquid investments of the Seller and its Affiliates;

2.2.2                all waste material and other movable objects not usable (or no longer used) in the development or manufacture of API of the Business or NPNC API at the Aurangabad Facility, as identified by the Purchaser in writing on or prior to the Closing Date;

2.2.3                all intercompany Accounts Receivable;

2.2.4                the Corporate Name;

2.2.5                except for the Transferred Facilities, any Real Property owned or leased or subleased by the Seller or its Affiliates, as tenant;

2.2.6                the assets listed as “Sholinganallur Excluded Assets” on Schedule 2.2.6;

2.2.7                except for the rights granted to the Purchaser and its Affiliates to the Seller NPNC Intellectual Property pursuant to Clause 8.16, all Seller NPNC Intellectual Property;

2.2.8                original copies of all minute books, records, stock ledgers, Tax records and other materials that the Seller is required by Law to retain;

2.2.9                the shares of the share capital stock of the Seller or any of its Affiliates held in treasury;

2.2.10         all certificates for insurance, binders for insurance policies and insurance, and claims and rights thereunder and proceeds thereof;

2.2.11         all claims for refund of Taxes and other governmental charges of whatever nature arising out of the Seller’s operation of the Business or ownership of the Transferred Assets of the Business prior to the Closing, except as provided in Clause 8.1.7;

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2.2.12         [Intentionally Omitted]

2.2.13         all intercompany Contracts between the Seller and any of its Affiliates or between one Affiliate of the Seller and another Affiliate of the Seller;

2.2.14         all claims, rights, credits, causes of actions, defenses and rights of set-off of any kind, in each case to the extent arising from, or related to, the Excluded Assets or the Excluded Liabilities before or after the Closing, and including all attorney work-product protections, attorney-client privileges and other legal protections and privileges to which the Seller or its Affiliates may be entitled in connection with the Excluded Assets or the Excluded Liabilities; and

2.2.15         all rights of the Seller and its Affiliates arising under this Agreement, the Ancillary Agreements or from the consummation of the transactions contemplated hereby or thereby.

2.3                               Assumed Liabilities

Subject to the terms and conditions of this Agreement, at the Closing, the Purchaser shall assume and pay or perform when due only the following Liabilities to the extent relating  to the Business (collectively, the “Assumed Liabilities”):

2.3.1                all trade accounts payable to third party creditors of the Business for goods and services purchased, ordered or received by the Business and which are reflected in line items on the Interim Business Balance Sheet or incurred by the Seller in the Ordinary Course of Business and in accordance with the provisions of this Agreement, including Clause 6.2, between the date of the Interim Business Balance Sheet and the Closing (other than trade accounts payable to any shareholder or any Affiliates of the Seller), in each case that are not delinquent as of the Closing;

2.3.2                all Liabilities of the Seller or its Affiliates arising after the Closing under the Contracts included in the Transferred Assets of the Business or that are entered into by the Seller after the Effective Date in accordance with Clause 6.2 (except, in each case, for any Liability arising out of or relating to:  (a) any breach of, or failure to comply with, prior to the Closing, any covenant or obligation in any such Contract; (b) any event that occurred prior to the Closing which, with or without notice, lapse of time or both, would constitute such a breach or failure; or (c) any obligation which was required to be fulfilled by the Seller prior to the Closing);

2.3.3                all Liabilities assumed by the Purchaser under Clause 6.8 relating to Mixed Contracts and Mixed Accounts;

2.3.4                the Transferred Employment Liabilities;

2.3.5                all Liabilities arising out of, relating to or incurred in connection with the operation of the Business or the ownership of the Transferred Assets of the Business after the Closing;

2.3.6                all Liabilities described on Schedule 2.3.6; and

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2.3.7                Liabilities arising from product liability, warranty or similar claims by any Person in connection with any finished product of the Business manufactured after the Closing.

2.4                               Excluded Liabilities

Notwithstanding any other provision of this Agreement or any other writing to the contrary, and regardless of any information disclosed to the Purchaser, the Purchaser does not assume and has no responsibility for any Liabilities of the Seller or any of its Affiliates (whether or not related to the Business) other than the Assumed Liabilities specifically listed in Clause 2.3 (such unassumed Liabilities, the “Excluded Liabilities”).  Without limiting the preceding sentence, the following is a non-exclusive list of Excluded Liabilities that the Purchaser does not assume and that the Seller and its Affiliates shall remain bound by and liable for, and shall pay, discharge or perform when due:

2.4.1                all Liabilities arising out of or relating to any Excluded Asset;

2.4.2                all Liabilities under any Contract not assumed by the Purchaser pursuant to Clause 2.1.6, including any Liability arising out of or relating to the Seller’s or its Affiliates’ credit facilities, the Indebtedness Contracts or any security interest related thereto;

2.4.3                all Liabilities under any Contract assumed by the Purchaser pursuant to Clause 2.1.6 that arise after the Closing and relate to:  (a) any breach of, or failure to comply with, prior to the Closing, any covenant or obligation in any such Contract; (b) any event that occurred prior to the Closing which, with or without notice, lapse of time or both, would constitute such a breach or failure; or (c) any obligation which was required to be fulfilled by the Seller or any of its Affiliates prior to the Closing;

2.4.4                except for Liabilities expressly assumed by the Purchaser pursuant to the terms of the Current API Supply Agreement or arising as a result of any mishandling of product of the Business after such product has been accepted for delivery by the Purchaser, all Liabilities arising from product liability, warranty or similar claims by any Person in connection with any API of the Business manufactured on or prior to the Closing;

2.4.5                all Liabilities arising out of or relating to Indebtedness incurred by the Seller or its Affiliates;

2.4.6                except as provided in Clause 8.1.1 and except for any apportionment provided for in this Agreement, all Liabilities for Taxes arising as a result of the operation of the Business or ownership of the Transferred Assets of the Business on or prior to the Closing, including any Taxes that arise as a result of the sale of the Transferred Assets of the Business pursuant to this Agreement and any deferred Taxes of any nature;

2.4.7                all Liabilities arising from or under any Environmental Law or Occupational Safety and Health Law based upon the operation of, relating to, or arising out of acts, omissions or events occurring in connection with, the Business or the Transferred Assets of the Business on or prior to the Closing or the Seller’s or its Affiliates’ leasing, ownership, occupation or operation of any Real Property;

2.4.8                all Liabilities arising under claims by or with respect to employees of the Seller or its Affiliates (whether current employees or related to the former employment by the Seller or

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its Affiliates) relating in any way to wages, salaries, remuneration, compensation, allowances, bonuses, ex-gratia payments, reimbursements, service benefits, benefits (including workers’ compensation and unemployment benefits) and all other entitlements and all Tax deductions and other contributions relating to the foregoing, termination or continuation of its employment, or lack or delay of any notice relating to its employment, in all cases relating to the period on or prior to the Closing, except to the extent of any Transferred Employment Liabilities which are being deducted from the Cash Consideration under Clause 4.6 hereof;

2.4.9                all Liabilities arising under any claim by or with respect to any employees of the Seller or its Affiliates for any severance, redundancy, retrenchment or similar termination payments or benefits (including payments for or in respect to the resignation of a Business Employee on or prior to the Closing) that may become payable to any employees of the Seller or its Affiliates in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, in all cases relating to the period on or prior to the Closing;

2.4.10         all Liabilities arising under or in connection with the Employee Plans (including the Business Employee Plans), or any termination, continuation, amendment or other acts or omissions in connection with the Employee Plans (including the Business Employee Plans), in all cases relating to the period on or prior to the Closing, except to the extent of any Transferred Employment Liabilities which are being deducted from the Cash Consideration under Clause 4.6 hereof;

2.4.11         all Liabilities arising under claims by or with respect to any officer, director, employee or agent of the Seller and its Affiliates for indemnification, reimbursement or advancement of amounts during their term of office, directorship, employment or agency with the Seller or its Affiliates, except to the extent of any Transferred Employment Liabilities which are being deducted from the Cash Consideration under Clause 4.6 hereof;

2.4.12         all Liabilities arising from any failure to comply with any fraudulent transfer Law in connection with this Agreement or any Ancillary Agreement (whether compliance would have been required by the Seller, the Purchaser or some or all of them, by applicable Law);

2.4.13         all Liabilities relating to any negotiations, agreements or other transactions, if any, by the Seller and its Affiliates with any third party that relate to the acquisition of the Seller and its Affiliates or any of its respective assets or businesses or any termination of related negotiations or arrangements;

2.4.14         all professional, financial advisory, broker, finder or other fees of any kind incurred by the Seller and its Affiliates;

2.4.15         other than any Liability assumed by the Purchaser pursuant to Clause 2.3.6 all Liabilities of the Seller and its Affiliates arising out of or incurred in connection with this Agreement, any Ancillary Agreements, the transactions contemplated hereby or thereby, or any other document executed in connection with the transactions contemplated hereby or thereby, including disclosures to or negotiations with creditors or shareholders by the Seller and its Affiliates, solicitations of proxies or written Consents from any Persons, or other legal obligations of the Seller and its Affiliates;

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2.4.16         all Liabilities of the Seller and its Affiliates arising out of acts, omissions or events, or relating to, or occurring in connection with, the Other Businesses;

2.4.17         all Liabilities of the Seller and its Affiliates with respect to the corporate services or activities of the Seller and its Affiliates used by or made available to the Business; and

2.4.18         all other Liabilities arising out of acts, omissions or events, or relating to, or occurring in connection with, the operation of the Business or the Transferred Assets of the Business or otherwise prior to the completion of the Closing, except as expressly provided for under Clause 2.3 hereof.

3              PURCHASE PRICE

3.1                               Consideration

The cash consideration for the Transferred Assets of the Business, exclusive of all applicable Transfer Taxes resulting from the transfer of the Transferred Assets of the Business, is USD *** (United States Dollar ***) (the “Cash Consideration”), subject to adjustment in accordance with Clause 3.2.  At the Closing, the Purchaser shall assume the Assumed Liabilities.  The Cash Consideration as adjusted pursuant to Clause 3.2, Clause 8.10 and Clause 11.7, and the Assumed Liabilities are collectively referred to herein as the “Purchase Price.”

3.2                               Adjustment of Cash Consideration

3.2.1                At least 5 (five) Business Days but no more than 10 (ten) days prior to the Closing Date, the Seller shall provide to the Purchaser a certificate setting forth a good faith estimate as of the close of business on the day immediately prior to the Closing Date of the Closing Net Working Capital (the “Estimated Net Working Capital”) showing the Seller’s calculation in reasonable detail, which calculation of the Estimated Net Working Capital shall be in accordance with the principles set forth on Schedule 3.2.2 (including any principles providing for exchange rate adjustments).  If the Estimated Net Working Capital is greater than the Benchmark Net Working Capital, the difference between the Estimated Net Working Capital and the Benchmark Net Working Capital shall be added to the Cash Consideration paid at the Closing.  If the Benchmark Net Working Capital is greater than the Estimated Net Working Capital, the difference between the Benchmark Net Working Capital and the Estimated Net Working Capital shall be deducted from the Cash Consideration paid at the Closing.

3.2.2                No later than 120 (one-hundred twenty) days after the Closing Date, the Purchaser shall prepare, in cooperation with the Seller and its representatives, and shall deliver to the Seller a calculation of the Closing Net Working Capital together with reasonably supporting documentation (the “Closing Net Working Capital Statement”).  The Closing Net Working Capital Statement shall be prepared on a combined basis in accordance with the principles set forth on Schedule 3.2.2 (including any principles providing for exchange rate adjustments).  The Closing Net Working Capital Statement shall include only:

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3.2.2(a)                                                      as current assets, Inventory and

3.2.2(b)                                                      as current liabilities, trade accounts payable (other than trade accounts payable to any shareholder or any Affiliates of the Seller) that are not delinquent as of the Closing.

3.2.3                The Seller shall complete its review of the Closing Net Working Capital Statement within 30 (thirty) days of the Seller’s receipt thereof.  In connection with such review, the Seller and its accountants shall be provided with full access to the working papers and other records of the Purchaser and its accountants used in the preparation of the Closing Net Working Capital Statement; provided, however, that the Seller and its accountants have signed any customary release letters requested in connection therewith.  If the Seller determines that the Closing Net Working Capital Statement has not been prepared on a basis consistent with the requirements of Clause 3.2.2, the Seller may, on or before the last day of such 30 (thirty) day period, inform the Purchaser in writing (the “Objection”), setting forth a description containing reasonable detail of the basis of the Seller’s objection, the adjustments to the Closing Net Working Capital Statement which the Seller believes should be made, and the Seller’s calculation of the Closing Net Working Capital.  The Seller shall be deemed to have accepted any items not specifically disputed in the Objection.  Failure by the Seller to deliver an Objection in accordance with this Clause 3.2.3 to the Purchaser shall constitute acceptance and approval by the Seller of the Purchaser’s calculation of the Closing Net Working Capital.

3.2.4                If the Purchaser receives an Objection from the Seller, it shall have 30 (thirty) days following receipt to review and respond in writing to such Objection (the “Response”). During the 20 (twenty) days immediately following a delivery of the Purchaser’s Response, the Seller and the Purchaser shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the  Seller’s Objection.  If the Seller and the Purchaser are unable to resolve all of such differences within such 20 (twenty) day period, either or both Parties may refer the remaining differences to KPMG LLP or another internationally or nationally recognized firm of independent public accountants as to which the Seller and the Purchaser mutually agree in writing (the “Accounting Firm”) for review and resolution of all matters which remain in dispute and which were indicated in the Seller’s Objection.  The Accounting Firm shall act as an expert in accounting and not as an arbitrator and shall determine on a basis consistent with the requirements set forth in Clause 3.2.2, and only with respect to the specific remaining accounting related differences so submitted, whether and to what extent, if any, the Closing Net Working Capital Statement requires any adjustments.  The Seller and the Purchaser shall request the Accounting Firm to use its reasonable best efforts to render its determination within 30 (thirty) days.  The Accounting Firm’s determination shall be conclusive and binding upon the Seller and the Purchaser.  Subject to the execution of a confidentiality agreement by the Accounting Firm on terms and conditions reasonably acceptable to the Parties, the Seller and the Purchaser shall make available to the Accounting Firm all relevant personnel, books and records, any working papers (including those of the Parties’ respective accountants) and supporting documentation relating to the Closing Net Working Capital Statement and all other items and support reasonably requested by the Accounting Firm.  The fees and expenses of the Accounting Firm shall be shared equally between the Seller and the Purchaser.

3.2.5                The “Final Statement of Closing Net Working Capital” shall be the calculation of the Closing Net Working Capital contained:  (a) in the Closing Net Working Capital

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Statement in the event that, (i) no Objection is delivered by the Seller to the Purchaser within the 30 (thirty) day period specified in Clause 3.2.3, or (ii) the Seller and the Purchaser so agree, (b) in the Closing Net Working Capital Statement, as adjusted in accordance with the Seller’s Objection, in the event that (i) the Purchaser does not deliver a Response to the Seller’s Objection during the 30 (thirty) day period specified in Clause 3.2.4 following receipt by the Purchaser of the Seller Objection, or (ii) the Seller and the Purchaser so agree, or (c) in the Closing Net Working Capital Statement, as adjusted pursuant to the mutual agreement of the Purchaser and the Seller, or as adjusted by the Accounting Firm, together with any other modifications to the Closing Net Working Capital Statement mutually agreed upon by the Purchaser and the Seller.

3.2.6                     If the calculation of the amount of the Closing Net Working Capital contained in the Final Statement of Closing Net Working Capital is less than the Estimated Net Working Capital, the Seller shall pay to the Purchaser an amount in cash in Rupees equal to the amount of such deficiency plus interest on the amount paid computed at the Prime Rate for the period from the Closing Date to the date of such payment.  If, by contrast, the calculation of the Closing Net Working Capital contained in the Final Statement of Closing Net Working Capital is greater than the Estimated Net Working Capital, the Purchaser shall pay to the Seller an amount in cash in Rupees equal to the amount of such deficiency plus interest on the amount paid computed at the Prime Rate for the period from the Closing Date to the date of such payment.  All payments made pursuant to this Clause 3.2.6 shall be made to the applicable Party by means of a wire transfer of immediately available funds in Rupees within 3 (three) Business Days after the ultimate determination of the Final Statement of Closing Net Working Capital as provided in this Clause 3.2.

3.2.7                     The Parties agree to treat any amounts payable pursuant to this Clause 3.2 as an adjustment to the Cash Consideration.

3.3                               Tax Treatment of Allocation of Cash Consideration

The Seller and the Purchaser shall sign and submit all necessary forms to report the transactions contemplated by this Agreement for federal, national, regional, state, local, county, city, municipal, town, village, district, foreign or other income Tax purposes and for Transfer Tax purposes consistent with the allocation of the Cash Consideration delivered by the Purchaser to the Seller between the Effective Date and the Closing (which allocation shall be attached as Schedule 3.3(a)), any allocation schedule set forth in an Ancillary Agreement and any adjustments to such amounts or allocation schedules following the Closing (including as required by Clause 3.2) and shall not take a position for Tax purposes inconsistent therewith.  The Parties shall treat the transactions contemplated by this Agreement in all filings with Governmental Authorities for all Tax purposes (including consumption Taxes) consistent with the amount of the Cash Consideration to be paid to the Seller in accordance with Clause 7.2.2, any allocation schedule set forth in an Ancillary Agreement and this Clause 3.3.

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4              EMPLOYEES AND EMPLOYEE BENEFIT FUNDS

4.1                               Transfer of Employment

4.1.1                     Prior to and on the Closing Date, as periodically requested by the Purchaser, the Seller shall provide an updated list of the Business Employees and contract labourers set forth on Clause 9.17.1(a) of the Seller Disclosure Schedule.  The list of Business Employees and contract labourers set forth on Clause 9.17.1(a) of the Seller Disclosure Schedule shall be updated prior to the Closing Date to additionally include or delete any Persons as may be mutually agreed in writing by the Seller and the Purchaser, including those employees deemed Business Employees pursuant to the immediately preceding sentence.

4.1.2                     No later than 30 (thirty) days prior to the estimated date for the Closing, the Purchaser shall make an offer of employment effective as of the Closing Date to each Business Employee, on terms and conditions that are no less favourable on an aggregate basis to those paid or provided to each such Business Employee prior to the Closing.  In connection with making such offers, the Purchaser will use reasonable good faith efforts to maintain the titles of the Business Employees consistent with their titles immediately prior to the Closing.

4.1.3                     The Seller shall use all commercially reasonable efforts to cause the Business Employees to accept employment with the Purchaser.  Subject to applicable Law, the Purchaser shall have reasonable access to the facilities and personnel records (to the extent available) (including employee name, date of birth, hire date, compensation (base, bonus, incentives and allowances), employment and compensation history, participation status in benefit plans, dependents covered, beneficiaries, performance appraisals, disciplinary actions, grievances and medical records occupational health and safety records and any other employee specific information as would be needed to administer payroll, employee benefits, polices and other programs) of the Seller.  Access shall be provided by the Seller as may be reasonably requested by the Purchaser.

4.1.4                     At the Closing, the Purchaser shall provide the Seller with a list of the Business Employees to whom it has made an offer of employment and who have accepted such offer of employment effective as of the Closing Date (each such Business Employee, a “Transferred Employee” and collectively, the “Transferred Employees”).  On the Closing Date the Seller shall notify the Transferred Employees of the termination of their employment with the Seller, such termination effective immediately prior to the Closing.

4.2                               Prior Service

To the extent required by applicable Law, the Transferred Employees shall be deemed to have been in the employment of the Purchaser from the date of their commencement of employment with the Seller.

4.3                               Accrued Vacation

The Seller shall pay out to each Transferred Employee on the Closing Date, at the Purchaser’s election, all or part of the accrued and unused vacation entitlement and any personal and sickness days accrued by such Transferred Employee as of the Closing Date; provided, however, that if any Transferred Employee elects not to accept any such amounts, then the Purchaser shall credit each Transferred Employee with the accrued and unused vacation entitlement and any personal

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and sick days accrued by such Transferred Employee as of the Closing Date and the amount of such Liability shall be included as Transferred Employment Liabilities.

4.4                               Benefit Plans

4.4.1                     The Seller has established the following funds to provide for the payment of retirement benefits and gratuity benefits to the Business Employees:

4.4.1(a)                                                      a contributory provident fund, in accordance with applicable Laws to provide for the payment of provident fund benefits to the Business Employees and other employees (the “Provident Fund”);

4.4.1(b)                                                      a superannuation fund pursuant to the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 to provide for the payment of superannuation benefits to its Business Employees and other employees who are covered under such scheme (the “Superannuation Fund”); and

4.4.1(c)                                                       a gratuity fund pursuant to the Payment of Gratuity Act, 1972, for the payment of gratuity benefits to its Business Employees and other employees (the “Gratuity Fund”).

4.4.2                     Prior to the Closing Date, the Seller shall make all contributions required to be made to any Business Employee Plan by applicable Law and the terms of such Business Employee Plan, and shall pay all premiums due or payable with respect to all Business Employee Plans so as to ensure that all the Business Employee Plans are fully funded as of the Closing and no payment, contribution or premium is required to be paid with respect to the said Business Employee Plans for the period prior to the Closing.

4.4.3                     The Seller and its Affiliates shall provide the statutory auditor of the Seller with all reasonable documentation and information requested by the statutory auditor in the preparation of the certificate required pursuant to Clause 7.2.1(m).  The Purchaser or any representative or professional advisor of the Purchaser may, at the Purchaser’s sole cost and expense and during normal working hours, examine the work papers and the methodology employed by the statutory auditor of the Seller with respect to the preparation of such certificate.

4.4.4                     The Seller and its Affiliates shall provide the actuary selected by the Purchaser with all reasonable documentation and information requested by such actuary in the preparation of the actuarial valuation report required pursuant to Clause 7.2.1(n).

4.5                               Purchaser Plans

4.5.1                     At the Closing, the Transferred Employees will become participants in the provident fund maintained by the Purchaser (the “Purchaser Provident Fund”).

4.5.2                     At the Closing, the Seller shall transfer the balances, including interest under each of the Business Employee Plans in respect of the Transferred Employees (which accumulations are held by the trustees of each of the Business Employee Plans) to the relevant funds of the Purchaser.  The Seller shall provide to the Purchaser all necessary documentation and

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other information providing the amounts transferred under each such fund for each Transferred Employee.

4.6                               Closing Transferred Employee Liability

At Closing, the Purchaser shall assume and pay or perform when due the Liabilities related to (a) the leave travel assistance, medical reimbursement and accrued bonus, solely as they relate to the Transferred Employees, in the amount for each such Liability included in the certificate of statutory auditor or the actuarial valuation report, as applicable, to be delivered to the Purchaser pursuant to Clause 7.2.1 and (b) to the extent any Transferred Employee does not accept encashment for accrued and unused vacation entitlement and any personal and sick days accrued by such Transferred Employee as of the Closing Date, accrued and unused vacation entitlement and any personal and sick days accrued by such Transferred Employee as of the Closing Date (collectively, (a) and (b), the “Transferred Employment Liabilities”).  The Seller hereby agrees and acknowledges that the Purchaser shall have the right to deduct and offset at the Closing the amount of the Transferred Employment Liabilities from the Cash Consideration.

5              CONDITIONS PRECEDENT

5.1                               Conditions to the Obligation of the Purchaser

The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived in writing by the Purchaser, in whole or in part):

5.1.1                     Accuracy of Representations and Warranties.  Each of the representations and warranties of the Seller contained in Clause 9 that are qualified by materiality shall be true and correct in all respects, and the representations and warranties contained in Clause 9 that are not so qualified shall be true and correct in all material respects, in each case as of the Effective Date and as if made as of the Closing Date;

5.1.2                     Performance of Covenants.  All of the covenants and obligations that the Seller or its Affiliates is required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respects; provided, however that all of the covenants and obligations that the Seller or its Affiliates is required to perform or comply with under Clause 6.19 on or before the Closing Date must have been duly performed and complied with in all respects;

5.1.3                     Governmental Authorizations.  Each of the Governmental Authorizations listed in Schedule 5.1.3 must have been obtained and must be in full force and effect;

5.1.4                     Registrations.  All of the Registrations listed on Schedule 5.1.4 must have been either:  (a) transferred to the Purchaser or its nominee in accordance with applicable Law on their existing terms and conditions; or (b) issued to the Purchaser or its nominee in a form identical to that upon which they had been issued to the Seller;

5.1.5                     Consent Under Competition-Investment Laws.  All Consents from the FIPB and CCI to the transactions contemplated by this Agreement shall have been received and be in full

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force and effect and all applicable waiting periods (and any extensions thereof) under the applicable Competition-Investment Laws of the jurisdictions set forth on Schedule 5.1.5 (in accordance with the provisions of Clause 6.3.2) must have expired or terminated;

5.1.6                     Consents. Each of the Consents listed in Schedule 5.1.6 must have been obtained and must be in full force and effect;

5.1.7                     Shareholder Approval. The Seller shall have secured the approval of the shareholders of the Seller pursuant to Section 293(1)(a) of the Act and all other applicable Laws to effect the transactions contemplated by this Agreement and any applicable Ancillary Agreements to which it is a party (with the notice to the shareholders of the Seller seeking such approval being in an Agreed Form) and such approvals must be in full force and effect;

5.1.8                     No Action.  There must not be in effect, published, introduced or otherwise formally proposed any Law or Judgment, and there must not have been commenced or threatened any Proceeding, that in any case could:  (a) prevent, make illegal or restrain the consummation of, or otherwise materially alter, any of the transactions contemplated by this Agreement or any Ancillary Agreement; or (b) cause any of the transactions contemplated by this Agreement or any Ancillary Agreement to be rescinded following consummation of the same; or, as to any Law, prevent, make illegal, restrict, impair or otherwise materially alter the Purchaser’s ability to operate the Business or own the Transferred Assets of the Business following the Closing substantially as the Business has been operated and the assets had been owned prior to the Closing;

5.1.9                     No Material Adverse Effect. Since the Effective Date, there must not have been any Material Adverse Effect;

5.1.10              Lender Releases and Consents. Each Person that holds an Encumbrance (other than Permitted Encumbrances) with respect to any Transferred Asset of the Business must have delivered to the Purchaser:  (a) an executed release letter in form and substance satisfactory to the Purchaser, providing for the full release of any such Encumbrance (each, a “Release”), and such Releases must be in full force and effect, and (b) for each applicable Encumbrance, an e-Form 8 to modify the applicable charge and/or an e-Form 17 to satisfy the applicable charge (or such other Form to modify the charge or remove the Transferred Assets from any Encumbrance) fully completed and executed by the applicable secured creditor and the Seller (each an “ROC Form”) and such ROC Forms must be in a form capable of being filed with the register of Companies on the Closing Date. Each Person that is a party to an Indebtedness Contract that contains a provision pursuant to which the consummation of the transaction contemplated by this Agreement and the Ancillary Agreements would result in a default or an event of default under such Indebtedness Contract without the prior consent of such Person must have delivered to the Purchaser a Consent in form and substance reasonably satisfactory to the Purchaser, providing for the Consent of such Person to the transactions contemplated by this Agreement and the Ancillary Agreements, and such Consents must be in full force and effect;

5.1.11              Consent of Business Employees. The Seller shall have secured the consent of (a) at least ***% (***) of the Business Employees and (b) ***% (***) of the Key Employees, in

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each case, to the termination of their employment with the Seller and their employment by the Purchaser on the terms and conditions in accordance with Clause 4.1.2 of this Agreement;

5.1.12              Transaction Documents. The Seller must have delivered or caused to be delivered each other document that Clause 7.2.1 requires it to deliver, each in form and substance satisfactory to the Purchaser and each such document must be in full force and effect;

5.1.13              Inventory. On the Closing Date, the Inventory included in the Transferred Assets of the Business that are maintained at the Transferred Facilities will be of sufficient quantity and quality to ensure that (i) there will be no disruption in the supply of API to Purchaser after the Closing Date for Purchaser’s requirements and (ii) the Purchaser will not fail to timely satisfy its delivery date obligations following the Closing Date to Seller under the terms of the NPNC API Supply Agreement and to any other third parties pursuant to any Contracts included in the Transferred Assets of the Business, in each of (i) and (ii) due to failure to possess a sufficient amount of Inventory at the Closing Date (the Parties agree to cooperate in good faith immediately following the Effective Date to determine the specific amounts of Inventory (excluding Finished API that is NPNC API) on a product by product basis that would be needed as of the Closing Date for the Seller to satisfy the foregoing condition to Closing and that, to the extent the Parties do not agree to such amounts, such amounts will be determined by the Purchaser in its reasonable, good faith judgment);

5.1.14              Environmental Diligence. The Purchaser shall have completed the Phase II Investigation at the Aurangabad Facility, which shall be reasonably satisfactory to the Purchaser (it being agreed and understood that such Phase II Investigation shall be deemed reasonably satisfactory if the results disclosed in such Phase II Investigation provide that there are no Hazardous Materials present in, on, under or adjacent to the Aurangabad Facility in such character and extent that would subject the Seller to any Liability or require any expenditure for investigation, monitoring, remediation or corrective action to meet any standards under any applicable Environmental Law); and

5.1.15              Quality Matters.  Since the Effective Date, neither the Seller nor any of its Affiliates shall have received any warning letters, notices to shut down or suspend any activities at any of the Transferred Facilities or similar notifications by any Governmental Authority, including the Medicines and Healthcare Products Regulatory Agency (MHRA), relating to the operations at the Transferred Facilities, the subject matter of which has not been subsequently remedied to the satisfaction of such Governmental Authority.

5.2                               Conditions to the Obligation of the Seller

The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived in writing by the Seller, in whole or in part):

5.2.1                     Accuracy of Representations and Warranties.  Each of the representations and warranties of the Purchaser contained in Clause 10 that are qualified by materiality shall be true and correct in all respects, and the representations and warranties contained in Clause 10 that are not so qualified shall be true and correct in all material respects, in each case as of the Effective Date and as if made as of the Closing Date;

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5.2.2                     Performance of Covenants.  All of the covenants and obligations that the Purchaser are required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respects;

5.2.3                     Consent under Competition-Investment Laws.  All Consents from the FIPB and CCI to the transactions contemplated by this Agreement shall have been received and be in full force and effect and all applicable waiting periods (and any extensions thereof) under the applicable Competition-Investment Laws of the jurisdictions set forth on Schedule 5.1.5 (in accordance with the provisions of Clause 6.3.2) must have expired or terminated;

5.2.4                     No Action. There must not be in effect any Law or Judgment that would prohibit or make illegal the consummation of any of the transactions contemplated by this Agreement;

5.2.5                     Shareholder Approval.  The Seller shall have secured the approval of the shareholders of the Seller pursuant to Section 293(1)(a) of the Act and all other applicable Laws to effect the transactions contemplated by this Agreement and any applicable Ancillary Agreements to which it is a party (with the notice to the shareholders of the Seller seeking such approval being in an Agreed Form) and such approvals must be in full force and effect; and

5.2.6                     Transaction Documents. The Purchaser must have delivered or caused to be delivered to the Seller each document that Clause 7.2.2 requires it to deliver, each in form and substance satisfactory to the Seller and each such document must be in full force and effect.

6              PRE-CLOSING COVENANTS

6.1                               Access and Investigation

6.1.1                     Between the Effective Date and the Closing Date, the Seller shall subject to any applicable Law and the terms of any Contract, afford the Purchaser and its directors, employees, agents, prospective financing sources, third party consultants and other advisors and representatives, access, during regular business hours and upon reasonable agreed-upon times, to Seller’s personnel, the Transferred Facilities and any properties related to any Business, the Contracts, the Inventory, books and records and all other information and materials pertaining to the Business (including permitting the Purchaser and its consultants (i) to conduct tests of surface and subsurface conditions, including tests and analyses of soil, surface water and groundwater and the installation of soil borings and temporary monitoring wells, at the Aurangabad Facility (the “Phase II Investigation”) and (ii) with access to data and files of the Seller and its Affiliates (to the extent related to the Business or the Transferred Assets of the Business) for purposes of performing additional regulatory and quality diligence related to the integrity of such data and files), provided, however, that such access shall not unreasonably interfere with the Seller’s business and operations, shall be subject to the requirements of all applicable Competition-Investment Laws, and shall, at all times, be subject to any other applicable legal requirements imposed by applicable Law.

6.1.2                     Other than for matters related to Competition-Investment Laws which are provided for in Clause 6.3.3, until the Closing, the Seller shall allow the Purchaser and its directors,

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officers, employees, agents, prospective financing sources, third party consultants and other advisors and representatives, to the extent permitted by Law, to:  (a) attend with the Seller any meeting between the Seller and any Governmental Authority on a matter regarding the Business, the Transferred Assets of the Business or the transactions contemplated by this Agreement and the Ancillary Agreements; and (b) consult with the Seller with respect to any matters discussed at any such meeting; and the Seller shall provide the Purchaser with at least 3 (three) Business Days notice prior to any such meeting.  All requests and inquiries from any Governmental Authority prior to the Closing shall be dealt with by the Seller and the Purchaser in consultation with each other and the Seller and the Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by such Governmental Authority upon being requested to do so by the other.

6.2                               Operation of the Business by the Seller

6.2.1                     Affirmative Covenants. Until the Closing, except as expressly consented to by the Purchaser in writing, the Seller shall, and shall cause each of its Affiliates to:

6.2.1(a)                                                      conduct the Business and the operations of the Transferred Assets of the Business only in the Ordinary Course of Business and in compliance in all respects with all applicable Laws;

6.2.1(b)                                                      use commercially reasonable efforts to preserve and protect the Business and the Transferred Assets of the Business and its present relationships with customers, suppliers, distributors and other Persons with which the Seller or its Affiliates have significant business relations in order to preserve and not impair the Goodwill of the Business;

6.2.1(c)                                                       manufacture, test, certify and release Finished API only in the Ordinary Course of Business; provided, however, that, so long as Seller has complied with its obligation to manufacture, test and certify NPNC API that is Finished API only in the Ordinary Course of Business, this Clause 6.2.1(c) shall not restrict the Seller from releasing from the Aurangabad Facility prior to the Closing any NPNC API that is Finished API (it being agreed and understood that any such released NPNC API that is Finished API shall not be Inventory that is included in the Transferred Assets of the Business); and

6.2.1(d)                                                      perform its obligations under all Contracts applicable to the Business or the Transferred Assets of the Business to which they are a party, by which it or any of the Transferred Assets of the Business are bound or affected or pursuant to which the Seller is an obligor or beneficiary, and comply with all Laws, Judgments, Registrations and Governmental Authorizations applicable to the Business or the Transferred Assets of the Business.

6.2.2                     Negative Covenants.  Without limitation of the covenants contained in Clause 6.2.1, until the Closing, except as expressly permitted by this Agreement or as otherwise expressly consented to by the Purchaser in writing or as set forth on Schedule 6.2.2 (it being agreed and understood that actions taken by the Seller or its Affiliates that are specifically

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consented to in writing by the Purchaser pursuant to this Clause 6.2.2 shall not constitute breaches of representations and warranties under this Agreement), the Seller shall not and shall not cause or permit any of its Affiliates to:

6.2.2(a)                                                      take any action to change accounting policies or procedures (including procedures with respect to revenue recognition), change any material assumption underlying, or method of calculating, any bad debt contingency or other reserve, except in each case required to conform to GAAP or applicable Laws;

6.2.2(b)                                                      enter into, amend or assume any Contract related to, impacting or otherwise affecting the Business, any of the Transferred Assets of the Business or Assumed Liabilities or the Seller’s performance of its obligations under this Agreement or any of the Ancillary Agreements, including Contracts for insurance, other than in the Ordinary Course of Business;

6.2.2(c)                                                       transfer, assign, sell, pledge, mortgage, dispose, lease, or encumber any assets, tangible or intangible included in the Transferred Assets of the Business, including all or any portion of the Transferred Facilities, or suffer to exist any Encumbrance thereon other than Encumbrances in existence on the Effective Date, other than sales of products of the Business in the Ordinary Course of Business;

6.2.2(d)                                                      with respect to the Purchased Intellectual Property and with respect to any rights to the Purchased Intellectual Property granted under any Contract, (i) transfer, assign or license to any Person any rights to such Purchased Intellectual Property; (ii) abandon, permit to lapse or otherwise dispose of any Purchased Intellectual Property; (iii) grant any Encumbrance on any Purchased Intellectual Property; or (iv) make any material changes in or to the Purchased Intellectual Property that reasonably could be expected to impair such Purchased Intellectual Property or the Seller’s or its Affiliates rights with respect thereto;

6.2.2(e)                                                       terminate the employment of any Key Employee;

6.2.2(f)                                                        increase the total number of Business Employees by more than 5% (five percent) of the total number included on Clause 9.17.1(a) of the Seller Disclosure Schedule; provided, however, that any increase in the number of Business Employees effected at the specific request of the Purchaser (or effected upon the written mutual agreement of the Seller and the Purchaser) shall not be considered to be a part of such increase;

6.2.2(g)                                                       amend the terms and conditions of employment (including remuneration, pension entitlements and other benefits) of any Key Employees (other than increases in the Ordinary Course of Business which the Seller shall notify the Purchaser of as soon as reasonably possible thereafter);

6.2.2(h)                                                      except for merit increases or bonus payments made in the Ordinary Course of Business, grant (or commit to grant) any increase in the compensation (including incentive or bonus compensation) of any

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Business Employee, or institute, adopt or amend (or commit to institute, adopt or amend) any Business Employee Plan;

6.2.2(i)                                                          act or omit to act in a manner that would impair or otherwise adversely affect in a material respect the Business, any of the Transferred Assets of the Business or Assumed Liabilities or the Seller’s performance of their obligations under this Agreement or any of the Ancillary Agreements;

6.2.2(j)                                                         encourage customers of the Business to return products outside of the Ordinary Course of Business;

6.2.2(k)                                                      make sales of products of the Business to customers or distributors other than in the Ordinary Course of Business;

6.2.2(l)                                                          fail to pay accounts payable and other obligations of the Business other than those disputed in good faith;

6.2.2(m)                                                  accelerate the collection of Accounts Receivable or modify the payment terms of any Accounts Receivable;

6.2.2(n)                                                      adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or the reorganization of the Seller or its Affiliates;

6.2.2(o)                                                      change the location of any collateral under any Indebtedness Contract identified in Clause 9.14.1 of the Seller Disclosure Schedule, other than inventories and supplies of raw materials in the Ordinary Course of Business;

6.2.2(p)                                                      enter into any guarantee, indemnity or other agreement to secure any obligation of a third party or create any Encumbrance over any of the Transferred Assets of the Business;

6.2.2(q)                                                      agree to settle, compromise or otherwise resolve in whole or in part any actual, potential or threatened claims or Proceedings in connection with or involving the Business or Transferred Assets of the Business; or

6.2.2(r)                                                         agree, whether in writing or otherwise, to do any of the foregoing or take, or commit to take, any action that would result in the occurrence of any of the foregoing.

6.3                               Consents and Filings; Reasonable Efforts

6.3.1                     The Seller shall use and shall cause its Affiliates to use commercially reasonable efforts:

6.3.1(a)                                                      to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement;

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6.3.1(b)                                                      to take promptly, or cause to be taken, all actions to assign and transfer to the Purchaser (other than assistance in preparing new applications for), Governmental Authorizations and Registrations used in or related to the Business or any Transferred Asset of the Business or required for the ownership or use of any Transferred Asset of the Business or the operation of the Business; and

6.3.1(c)                                                       as promptly as practicable after the Effective Date, to obtain all Governmental Authorizations and Registrations from, give all notices to, and make all filings with, all Governmental Authorities, and to obtain all other Consents, Releases, substitutions or amendments from, and give all other notices to, all other Persons, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, including those listed in Clause 9.3(a)(ii), Clause 9.3(b) and Clause 9.19.2 of the Seller Disclosure Schedule, Schedule 5.1.4 and Schedule 5.1.6, it being agreed and understood by the Parties that, subject to Clause 6.3.4 any costs, fees, expenses or other charges relating to obtaining such Consents or making such filings shall be borne by the Seller.

Until the Closing, neither the Seller nor any of its Affiliates shall enter into any agreements, which could reasonably be expected to adversely affect the Seller’s ability to consummate the transactions contemplated by this Agreement.

6.3.2                     As soon as reasonably practicable following the Effective Date, the Seller and the Purchaser shall:

6.3.2(a)                                                      make all necessary filings with the applicable Governmental Authorities under the Competition-Investment Laws of India, including applications for approval to the FIPB;

6.3.2(b)                                                      (i) complete Schedule 5.1.5 to include all jurisdictions in which, based on the applicable Competition-Investment Laws, a filing under such Competition-Investment Laws is required in connection with the transactions contemplated by this Agreement and (ii) make all necessary filings under the applicable Competition-Investment Laws of the jurisdictions set forth on Schedule 5.1.5; and

6.3.2(c)                                                       use their commercially respective reasonable endeavors to obtain early termination of any applicable waiting period and shall make all further filings pursuant thereto that may be necessary, proper or advisable.

The foregoing shall not be deemed to require the Purchaser or any of its Affiliates to enter into any agreement, consent decree or other commitment requiring the Purchaser or any of its Affiliates to divest (including through the granting of any license rights) or hold separate any businesses, assets or properties of the Business, the Purchaser or any of its Affiliates; provided, however, that the Purchaser shall be required to accept a remedy (other than a remedy to divest (including through the granting of any license rights) or hold separate any businesses, assets or properties of the Business, the Transferred Assets

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of the Business, the Purchaser or any of its Affiliates) required by CCI provided that, in the reasonable determination of the Purchaser, such remedy could not have a material adverse effect on the business, assets, properties, liabilities, condition (financial or otherwise), operating results, operations or prospects of the Business, the Transferred Assets of the Business, the Purchaser or any of its Affiliates, and neither the Seller nor any of its Affiliates shall, without prior written consent of the Purchaser, take or commit to take any such actions with respect to the Business, the Transferred Assets of the Business, the Purchaser or its Affiliates.

6.3.3                Subject to appropriate confidentiality protections, each Party shall:

6.3.3(a)                                                      promptly notify the other Party of any written communication to that Party from any Governmental Authority and, subject to Law, permit the other Party to review in advance any proposed written communication to any such Governmental Authority and shall consult with counsel for the other Party, consider in good faith the views of the other and, if appropriate, incorporate the other Party’s reasonable comments, and

6.3.3(b)                                                      furnish the other Party with copies of all correspondence, filings and written communications with any Governmental Authority with respect to this Agreement or the transactions contemplated hereby; provided, however, that if Seller or Purchaser believes that any such communication to or from a Governmental Authority contains (or in the case of a meeting is likely to involve discussion of) commercially sensitive information that it is unwilling to provide to the other Party, it shall be sufficient for Seller or Purchaser, as the case may be, to provide a copy of such communication (or an opportunity to attend such meeting) to the other Party’s outside counsel.

6.3.4                All filing fees under the Competition-Investment Laws of India, other applicable Competition-Investment Laws or any other applicable Laws shall be borne solely by the Purchaser.  Subject to Clause 6.3.1, each Party shall bear its own costs (including the cost of any advisers appointed by it) incurred in connection with the clearances or any notification to Governmental Authorities.

6.4                               Notification

Until the Closing, the Seller shall give prompt written notice to the Purchaser of:  (a) the occurrence, or non-occurrence, of any event, the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty of the Seller contained in this Agreement to be untrue or inaccurate, in each case at any time from and after the Effective Date until the Closing; (b) any failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by the Seller or any of its Affiliates under this Agreement; and (c) the failure of any condition precedent to the Purchaser’s obligations under this Agreement.  No notification pursuant to this Clause 6.4 shall be deemed to amend or supplement the Seller Disclosure Schedule, prevent or cure any misrepresentation, breach of warranty or breach of covenant, or limit or otherwise affect any rights or remedies available to the Purchaser, including pursuant to Clause 11 or Clause 12.

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6.5                               Shareholder Approval

6.5.1                     The Seller, acting through its board of directors, shall, in accordance with Section 293(1)(a) of the Act and all other applicable Laws and the articles of association and memorandum of association of the Seller:

6.5.1(a)                                                      as soon as reasonably practicable, duly set a record date for, call and give notice of the meeting of the shareholders (or a postal ballot as permitted under applicable Law) of the Seller for the purpose of considering and taking action with respect to the transactions contemplated by this Agreement and any Ancillary Agreements to which it is a party; and

6.5.1(b)                                                      as soon as reasonably practicable following the record date, (i) cause the ballot to be dispatched to the shareholders of the Seller in an Agreed Form; and (ii) take all other action reasonably necessary or advisable to secure the approval of the shareholders of the Seller required by applicable Law to effect the transactions contemplated by this Agreement and any Ancillary Agreements to which it is a party.

6.6                               No Negotiation

6.6.1                     Until the Closing the Seller shall not, and the Seller shall cause its respective Affiliates, directors, officers, employees, agents, consultants and other advisors and representatives not to, directly or indirectly:  (a) solicit, initiate, encourage, knowingly facilitate, or entertain any inquiry or the making of any proposal or offer; (b) enter into, continue or otherwise participate in any discussions or negotiations; (c) furnish to any Person any non-public information or grant any Person access to their properties, assets, books, Contracts, personnel or records; or (d) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principal, merger agreement, acquisition agreement, option agreement or other Contract or propose, whether publicly or to any director or shareholder, or agree to do any of the foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case regarding any business combination transaction involving the Seller or its Affiliates in any other transaction that would result in a Person other than the Purchaser or its Affiliates acquiring all or any part of the Business, whether by merger, business transfer agreements, purchase of assets, purchase of stock, tender offer, lease, license or otherwise. Each of the Seller and the Seller’s Affiliates shall immediately cease and cause to be terminated any such negotiations, discussion or Contracts (other than with the Purchaser) that are the subject of clauses (a), (b) or (d) above and shall immediately cease providing and secure the return of any non-public information and terminate any access of the type referenced in clause (c) above.  If any of the Seller or any of its Affiliates, directors, officers, employees, agents, consultants or other advisors and representatives receive, prior to the Closing, any offer, proposal or request, directly or indirectly, of the type referenced in clause (a), (b) or (d) above or any request for disclosure or access as referenced in clause (c) above, the Seller and its Affiliates shall immediately suspend or cause to be suspended any discussions with such offeror or Person with regard to such offers, proposals or requests and notify the Purchaser thereof, including, unless prohibited by applicable Law, information as to the identity of the offeror or Person making any such offer or proposal

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and the specific terms of such offer or proposal, as the case may be, and such other information related thereto as the Purchaser may reasonably request.  It is agreed and understood that the terms of this Clause 6.6.1 shall not prevent the Seller from:  (i) issuing or selling any shares of capital stock of the Seller to third parties in one or more transactions provided that such issuances or sales do not result in a Change of Control of the Seller or (ii) selling or divesting assets of the Other Businesses, in each case of (i) or (ii) for the purposes of raising funds for the Seller from third parties.

6.6.2                     Until the Closing, neither the Purchaser nor any of its Affiliates shall enter into any agreements, which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement.

6.7                               Intercompany Arrangements; Removal of Excluded Assets

6.7.1                     Prior to the Closing, the Seller shall, and shall cause its Affiliates to, terminate all agreements or arrangements, written or unwritten, of any kind (other than this Agreement and any Ancillary Agreements), between the Seller and any of its Affiliates with respect to the Business, such termination to have effect as of immediately prior to the Closing.

6.7.2                     At least 2 (two) Business Days prior to the Closing Date, the Seller shall cause any Excluded Assets located within the Transferred Facilities to be removed from such locations other than any Excluded Assets (1) necessary for the performance of any transition services to be provided by the Purchaser under the Transition Services Agreement, which such Excluded Assets are described on Schedule 6.7.2 (which shall be completed by Purchaser and Seller prior to the Closing based upon the terms of the Transition Services Agreement) or (2) that will remain at the *** Facility pursuant to the terms of the *** Partition Agreement.

6.8                               Mixed Contracts and Mixed Accounts

6.8.1                     Except as may otherwise be agreed by the Parties in writing, any Contract (other than (i) Contracts related exclusively to the Business or the Transferred Assets of the Business, (ii) licenses of Seller Mixed-Use Intellectual Property; (iii) licenses of Seller NPNC Intellectual Property; or (iv) Contracts that expressly constitute Excluded Assets) that inures to the benefit or burden of the Business or the Transferred Assets of the Business, on the one hand, and the Other Businesses, on the other hand (a “Mixed Contract”), including those Contracts set forth on Schedule 6.8 shall, to the extent commercially reasonable, be separated as of or as soon as practicable after the Closing, so that each of the Purchaser and the Seller shall be entitled to the rights and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses for the period after the Closing. If any Mixed Contract cannot be so separated, the Purchaser and the Seller shall, and shall cause each of their respective Affiliates to, take such other commercially reasonable efforts to cause:

6.8.1(a)                                                      the rights and benefits associated with that portion of each Mixed Contract that relates to the Business or the Transferred Assets of the Business to be enjoyed by the Purchaser;

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6.8.1(b)                                                      the Liabilities associated with that portion of each Mixed Contract that relates to the operation of the Business or the Transferred Assets of the Business following the Closing to be borne by the Purchaser;

6.8.1(c)                                                       the rights and benefits associated with that portion of each Mixed Contract that relates to the Other Businesses to be enjoyed by the Seller;

6.8.1(d)                                                      the Liabilities associated with that portion of each Mixed Contract that relates to the Other Businesses (other than any portion of the Transferred Assets of the Business) to be borne by the Seller; and

6.8.1(e)                                                       the Liabilities associated with that portion of each Mixed Contract that relates to the operation of the Business or the Transferred Assets of the Business prior to the Closing to be borne by the Seller.

The Seller shall provide the Purchaser with a copy of each Mixed Contract (it being understood that the Parties shall use commercially reasonable efforts to comply, where practicable, with any applicable confidentiality provisions contained in such Mixed Contracts), and the Parties shall cooperate with each other to effect such separation. The costs of such separation shall be borne by the Parties in proportion to the rights and benefits inuring to each of them under the Mixed Contract; provided, however, that the Purchaser shall have no Liability with respect to any cost, expense, charge, fee, penalty or other amount related to such separation unless the Purchaser consents in writing to such payment.

6.8.2                     Except as may otherwise be agreed by the Parties, the Parties shall not assign any Accounts Receivable or payable relating to both the Business and the Other Businesses (a “Mixed Account”).  In the event of any such Mixed Account, the Purchaser and the Seller shall take such reasonable and permissible actions to cause:

6.8.2(a)                                                      the Transferred Assets of the Business associated with that portion of each Mixed Account that relates to the Business to be enjoyed by the Purchaser;

6.8.2(b)                                                      the Assumed Liabilities related with that portion of each Mixed Account that relates to the Business to be borne by the Purchaser;

6.8.2(c)                                                       the Excluded Assets associated with that portion of each Mixed Account that relates to the Other Businesses to be enjoyed by the Seller; and

6.8.2(d)                                                      the Liabilities (other than Assumed Liabilities) related with that portion of each Mixed Account that relates to the Other Businesses to be borne by the Seller.

6.9                               Satisfaction of Obligations to Lenders

The Seller shall satisfy or cause to be satisfied all requirements of its lenders pursuant to the Indebtedness Contracts and shall take all actions necessary to obtain all Releases, ROC Forms and Consents required pursuant to Clause 5.1.10.

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6.10                        Real Property

Prior to the Closing, at the Seller’s sole cost and expense, the Seller shall take such steps as are necessary to pay in full all Taxes and outgoings due and payable in respect of the Transferred Facilities in respect of the period prior to the Closing, including property Taxes, electricity and water charges, subject to appropriate proration to the extent such payments relate to the period after the Closing.  The Purchaser agrees to cooperate with the Seller in reimbursing the Seller for any amounts paid by the Seller to the extent relating to the period after the Closing.

6.11                        Financial Statements

6.11.1              Until the Closing, on or before the 15th (fifteenth) day of each month, the Seller shall deliver to the Purchaser: (a) unaudited unconsolidated financial statements of the Seller; and (b) unaudited carve-out financial statements of the Business for the Seller and its Affiliates engaged in the Business as at and for the monthly period ending on the last day of the preceding month (the “Subsequent Monthly Financial Statements”), which shall include a balance sheet and profit and loss account.  At the time that the Subsequent Monthly Financial Statements are delivered to the Purchaser, the Seller shall by such delivery be deemed to have made the representations and warranties to the Purchaser with respect to such Subsequent Monthly Financial Statements as set forth in Clause 9.4.

6.11.2              From the Effective Date, the Seller shall cooperate in good faith with the Purchaser with respect to the Purchaser’s preparation of:  (a) any audited balance sheets for the Business in accordance with generally accepted accounting principles for financial reporting in the United States and the related statements of income, changes in equity and cash flows that may be required by the Purchaser to satisfy the reporting requirements of the United States Securities and Exchange Commission following the Closing (including the Purchaser’s 2013 audited financial statements); and (b) an unaudited opening balance sheet as of the Closing Date in accordance with GAAP.

6.12                        Contact with Customers and Suppliers

Until the Closing, the Purchaser and the Seller shall cooperate in communicating with any Business Employees, customers, suppliers, licensors, licensees, partners or distributors of the Business concerning the transactions contemplated hereby, including the Purchaser’s intentions concerning the operation of the Business following the Closing.  Until the Closing, the Purchaser and its representatives may contact or communicate with the Business Employees, customers, suppliers, licensors, licensees, partners or distributors of the Business in connection with the transactions contemplated hereby only with the prior written consent of the Seller, which shall not be unreasonably withheld, delayed or conditioned, but may be conditioned upon a designee of the Seller being present at any meeting or conference.  Nothing in this Clause 6.12 shall prohibit the Purchaser and their representatives from contacting the customers, suppliers, licensors, licensees, partners or distributors of the Business in the ordinary course of the Purchaser’s businesses for the purpose of selling products of the Purchaser’s businesses or for any other purpose unrelated to the Business or the transactions contemplated by this Agreement, so long as the Purchaser does not use the Seller’s Confidential Information in making such contacts.

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6.13                        Replacement of Guarantees

The Purchaser and the Seller shall cooperate with each other with a view to entering into arrangements effective as of the Closing whereby the Purchaser or one of its Affiliates would be substituted for the Seller or its Affiliates in any guarantees, letters of comfort, indemnities or similar arrangements entered into by the Seller or its Affiliates in respect of the Business or the Transferred Assets of the Business (but only to the extent such guarantees, letters of comfort, indemnities or arrangements constitute Assumed Liabilities).  If the Purchaser or its Affiliates cannot enter into the arrangements referred to above, the Seller or its Affiliates shall not terminate such guaranty arrangements without the Purchaser’s consent; provided, however, that the Purchaser shall enter into a separate guaranty with the Seller to guarantee the performance of the obligations of the relevant Person pursuant to the Contract underlying such guaranty arrangements.

6.14                        Review of Closing Deliveries

Prior to the Seller submitting to any Person for review and comment any draft of a closing delivery that Clause 7.2.1 requires the Seller to obtain from such Person in order to deliver at the Closing, the Seller shall:  (a) provide the Purchaser an opportunity to review and comment on such document, from a form and substance viewpoint; (b) include in such document all comments reasonably proposed by the Purchaser; and (c) not finalize the form of such document prior to receiving the Purchaser’s approval, which approval shall not be unreasonably withheld, delayed or conditioned.

6.15                        Currency Conversion

6.15.1              The effective exchange rate to convert the Cash Consideration (including any release of the Holdback Amount to the Seller pursuant to the terms of Clause 7.4) into Rupees shall be the same exchange rate obtained by the Purchaser when converting the funds it remits to India for the purpose of such payment.

6.15.2              The Purchaser shall convert the Cash Consideration, subject to adjustment in accordance with Clause 3.2, from Dollars into Rupees and pay the Cash Consideration, subject to adjustment in accordance with Clause 3.2, to the Seller the Rupees based on the spot exchange rate achieved at Citibank Mumbai, India on the day which is 3 (three) Business Days immediately prior to the Closing Date.  The Purchaser shall not undertake any hedging related to the Cash Consideration.

6.15.3              In the case of any release of the Holdback Amount to the Seller pursuant to the terms of Clause 7.4, the Purchaser shall convert the amount to be released from Dollars into Rupees and pay to the Seller the Rupees based on the spot exchange rate achieved at Citibank Mumbai, India on the day which is 3 (three) Business Days immediately prior to the date such payment is due to be paid to the Seller.

6.15.4              The effective exchange rate to convert any assets or Liabilities included in the Estimated Net Working Capital, the Closing Net Working Capital Statement or the Final Statement of Closing Net Working Capital that are expressed in a currency other than Dollars shall

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be the exchange rate between the applicable currency and Dollars published in the Wall Street Journal 3 (three) Business Days prior to the Closing Date.

6.16                        Transition Services

Prior to the Closing, the Parties shall negotiate in good faith and enter into a Transition Services Agreement (the “Transition Services Agreement”), the terms of which shall be in accordance with the terms and principles contained in Schedule 6.16.  Upon execution of the Transition Services Agreement by the Seller and the Purchaser, such Transition Services Agreement shall be attached as Exhibit D to this Agreement.

6.17                        ***Partition Agreement

Prior to the Closing, the Parties shall negotiate in good faith and enter into an agreement for the partitioning of the *** Facility (the *** Partition Agreement”), the terms of which shall be in accordance with the terms and principles contained in Schedule 6.17.  Upon execution of the *** Partition Agreement by the Seller and the Purchaser, such *** Partition Agreement shall be attached as Exhibit E to this Agreement.

6.18                        Registration of Deeds

The Parties shall ensure that on the Closing Date each of the Aurangabad Deed and Sholinganallur Deed shall be registered with the relevant Registrar of Sub Assurances under the respective jurisdictions in which the Aurangabad Facility and Sholinganallur Facility are located.

6.19                        Delinquent Payables

At least 3 (three) Business Days but no more than 5 (five) Business Days prior to the Closing Date, the Seller shall provide to the Purchaser an updated Schedule of Delinquent Payables listing those trade accounts payable relating to the Business or the Transferred Assets of the Business that will be, or are reasonably expected to be, delinquent as of the Closing (the “Closing Date Schedule of Delinquent Payables”), together with appropriate final invoices or payoff letters for each of such trade accounts payable listed on the Closing Date Schedule of Delinquent Payables.  On the Closing Date, the Purchaser may pay, or cause to be paid, on behalf of the Seller and its Affiliates any or all of such trade accounts payable (with such amounts being deducted from the Cash Consideration delivered to the Seller pursuant Clause 7.2.2(a)).

7                                         CLOSING

7.1                               Closing

On the terms and subject to the conditions of this Agreement, the Closing shall take place at the offices of Khaitan & Co, Mumbai, India or at the offices of the Seller in Chennai, as may be

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mutually agreed in writing, on the earlier of:  (i) the 5th (fifth) Business Day following the day on which the last to be fulfilled or waived of the conditions set forth in Clause 5 shall be fulfilled or waived in accordance with this Agreement; or (ii) such other time, date or place as the Parties may mutually agree in writing (the “Closing Date”).  The Parties shall use reasonable efforts to schedule the Closing Date for the last day of a calendar month.  Unless the Parties otherwise agree in writing, the Closing shall be deemed to have occurred at 00:01 a.m. local time in India on the Closing Date.

7.2                               Closing Deliveries

7.2.1                     At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:

7.2.1(a)                                                      copies of the resolutions of the board of directors and shareholders of the Seller, authorizing and approving the transactions contemplated by this Agreement and the Ancillary Agreements certified by the company secretary or a director of the Seller to be true and complete and in full force and effect and unmodified as of the Closing;

7.2.1(b)                                                      a deed of assignments in respect of all Purchased Intellectual Property in the form of Exhibit F (the “IP Assignments”) duly stamped executed by the Seller or its Affiliates and the originals of all prior deeds of assignment and other documents pursuant to which the Seller or its Affiliate has derived its title to the Purchased Intellectual Property;

7.2.1(c)                                                       for the Aurangabad Facility: (i) a sale deed in form and substance reasonably acceptable to the Purchaser (the “Aurangabad Deed”) duly stamped and executed by the Seller in favor of the Purchaser, conveying the whole of the right, title and interest of the Seller in each parcel of the Aurangabad Facility (excluding the Aurangabad Leased Portion) to the Purchaser, free and clear of all Encumbrances; and any novations, assignments and Consents as may be necessary to transfer such right, title and interest to the Purchaser; (ii) a notarized copy of the title deed to the Aurangabad Facility (excluding the Aurangabad Leased Portion) from which Seller has derived its title to the Aurangabad Facility (excluding the Aurangabad Leased Portion); and (iii) a lease deed and any novations, assignments and Consents as may be necessary to transfer the right, title and interest in the Aurangabad Leased Portion in favour of the Purchaser in form and substance reasonably acceptable to the Purchaser (the “Aurangabad Lease Deed”) duly stamped and executed by the Seller and the applicable third party to the lease Contract;

7.2.1(d)                                                      for the Sholinganallur Facility: (i) a sale deed in form and substance reasonably acceptable to the Purchaser (the “Sholinganallur Deed,” and collectively with the Aurangabad Deed and the Aurangabad Lease Deed, the “Deeds”) duly stamped and executed by the Seller in favor of the Purchaser, conveying the whole of the right, title and interest of the Seller in each parcel of the Sholinganallur Facility to the Purchaser, free and clear of all Encumbrances; and any novations, assignments and Consents as may be necessary to transfer such right, title and interest to

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the Purchaser; and (ii) a notarized copy of the title deed to the Sholinganallur Facility from which the Seller has derived its title to the Sholinganallur Facility;

7.2.1(e)                                                       for each Contract listed on Clause 9.13.1 of the Seller Disclosure Schedule, such documents, including novations and Consents, as may be necessary to transfer the rights and obligations of the Seller under such Contracts;

7.2.1(f)                                                        the Transition Services Agreement duly stamped and executed by the Seller;

7.2.1(g)                                                       the API Supply Agreement Amendment duly stamped and executed by the Seller;

7.2.1(h)                                                      the NPNC API Supply Agreement duly stamped and executed by the Seller;

7.2.1(i)                                                          the *** Partition Agreement duly stamped and executed by the Seller;

7.2.1(j)                                                         the 2009 BTA Amendment duly stamped and executed by the Seller;

7.2.1(k)                                                      a receipt from the Seller in a form reasonably satisfactory to the Purchaser for the amount of the Cash Consideration converted by the Purchaser in accordance with Clause 6.15 (as adjusted pursuant to Clause 3.2.1), less the sum of (i) the Holdback Amount; (ii) an amount equal to the Transferred Employment Liabilities; (iii) the amount of the Advance Purchase Stock Payment, (iv) the amount paid by the Purchaser to third party creditors per Clause 6.19 and (v) the amount of any Taxes required to be withheld under applicable Law;

7.2.1(l)                                                          a “consent and no objection certificate” for the Seller from the concerned Assessing Officer of Income Tax pursuant to Section 281 of the Tax Act for the sale of the Business and the Transferred Assets of the Business, as contemplated hereunder;

7.2.1(m)                                                  a certificate executed by the statutory auditor of the Seller in Agreed Form certifying that:  (i) all contributions required to be made in respect of the Transferred Employees to any Business Employee Plan by applicable Law and the terms of such Business Employee Plan for all periods up to the Closing Date have been timely made and paid in full; and (ii) specifying the balances that would be required to be transferred to the Purchaser or in respect of which the applicable insurance policy would need to be assigned or for which the Purchaser would be required to obtain an insurance policy;

7.2.1(n)                                                      an actuarial valuation report of gratuity Liability for the Seller with respect to the Business Employees of the Seller prepared by an actuary selected by the Purchaser;

7.2.1(o)                                                      the Lender Releases and Consents required pursuant to Clause 5.1.10;

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7.2.1(p)                                                      a certificate in the form of Exhibit I, dated as of the Closing Date, executed by the Seller confirming the satisfaction of the conditions specified in Clauses 5.1.1 — 5.1.13 (insofar as Clause 5.1.8 relates to Proceedings involving the Seller or its Affiliates) and Clause 5.1.15; and

7.2.1(q)                                                      such other documents, instruments and agreements as the Purchaser reasonably requests for the purpose of consummating the transactions contemplated by this Agreement.

7.2.2                     At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller:

7.2.2(a)                                                      the Rupee equivalent of the Cash Consideration converted by the Purchaser in accordance with Clause 6.15 (as adjusted pursuant to Clause 3.2.1), less the sum of (i) the Holdback Amount; (ii) an amount equal to the Transferred Employment Liabilities; (iii) the amount of the Advance Purchase Stock Payment, (iv) the amount paid by the Purchaser to third party creditors per Clause 6.19, and (v) the amount of any Taxes required to be withheld under applicable Law, by wire transfer to an account or accounts of the Seller designated in writing by the Seller;

7.2.2(b)                                                      the IP Assignments, if any, that require execution by the Purchaser;

7.2.2(c)                                                       the Deeds executed by the Purchaser;

7.2.2(d)                                                      the Transition Services Agreement duly stamped and executed by the Purchaser;

7.2.2(e)                                                       the API Supply Agreement Amendment duly stamped and executed by the Purchaser;

7.2.2(f)                                                        the NPNC API Supply Agreement duly stamped and executed by the Purchaser;

7.2.2(g)                                                       the *** Partition Agreement duly stamped and executed by the Purchaser;

7.2.2(h)                                                      the 2009 BTA Amendment duly stamped and executed by the Purchaser;

7.2.2(i)                                                          the *** Option Agreement duly stamped and executed by Hospira Pte Ltd.;

7.2.2(j)                                                         a certificate in the form of Exhibit I, dated as of the Closing Date, executed by the Purchaser confirming the satisfaction of the conditions specified in Clauses 5.2.1 — 5.2.6 (insofar as Clause 5.2.4 relates to Proceedings involving the Purchaser); and

7.2.2(k)                                                      such other documents, instruments and agreements as the Seller reasonably requests for the purpose of consummating the transactions contemplated by this Agreement.

7.2.3                     At the Closing, *** shall deliver or cause to be delivered to the Seller the *** Agreement duly stamped and executed by ***.

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7.3                               Possession

At the Closing, the Seller shall transfer and convey to the Purchaser title, free and clear of all Encumbrances (other than Permitted Encumbrances), to those Transferred Assets of the Business, the title to which may be effectively transferred by delivery of possession thereof, by delivering possession thereof, wherever they are currently located, to the Purchaser or the Purchaser’s agent.  At the Closing, the Purchaser shall enter into possession of the Business of the Seller and shall take delivery of all the Transferred Assets of the Business capable of being effectively transferred by delivery of possession thereof.

7.4                               Holdback Amount

As security for any amounts payable by the Seller to the Purchaser pursuant to the terms of this Agreement, and as security for any failure of the Seller to perform its obligations under the Amended API Supply Agreement, including specifically, among other things, payment and on-time delivery, the Purchaser shall retain out of the Cash Consideration payable pursuant to Clause 3.1 an amount equal to *** (the “Holdback Amount”).  In addition to its other rights and remedies under this Agreement and applicable Law, the Purchaser shall have a full right of set-off and may apply all or any part of the Holdback Amount to pay, or to provide for the payment of, (i) any amount required to be paid by the Seller to the Purchaser under the terms of this Agreement or (ii) any damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement, subject to the limitations set forth therein.  The Purchaser’s right of set-off shall be applicable to amounts that are determined in good faith by the Purchaser to be payable by the Seller pursuant to the terms of this Agreement or as damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement, subject to the limitations set forth therein.  Subject to the provisions of this Agreement, the Purchaser shall pay the unapplied Holdback Amount (without any interest) to the Seller on the 18 (eighteen) month anniversary of the Closing Date.  If any Claim Notice has been delivered by the Purchaser to the Seller and the Parties have not reached an agreement with respect to the Purchaser’s entitlement to receive the Losses at issue in such Claim Notice, then the Purchaser’s obligation to pay any installment of the unapplied Holdback Amount shall be suspended with respect to Purchaser’s good faith estimate of the amount owed by the Seller under the Claim Notice until a final determination as to the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached.  These payments shall be reduced, in the order of their maturities, by any amounts payable by the Seller pursuant to the terms of this Agreement or as damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement.  Nothing in this Clause 7.4 shall be construed as limiting the Liability of the Seller under this Agreement to the amount of the Holdback Amount, nor shall the Holdback Amount be considered as liquidated damages for any breach under this Agreement or the Amended API Supply Agreement.

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8                                         POST COMPLETION COVENANTS

8.1                               Tax Matters

8.1.1                     All Transfer Taxes pertaining to or arising out of or in connection with or attributable to the transactions contemplated by this Agreement and the Ancillary Agreements, regardless of whether such Transfer Taxes, expenses and fees are imposed by Law on the Purchaser, the Transferred Assets of the Business or the Seller shall be borne as follows:  (i) the Rupee equivalent of the first ***, by the Purchaser and (ii) any amounts in excess of the Rupee equivalent of the first *** by the Purchaser and *** by the Seller.  The Purchaser shall withhold from:  (a) the Cash Consideration any withholding Tax described in Clause 7.2.2(a) and the Seller’s portion of any Transfer Taxes and (b) any other payment required to be made to the Seller under this Agreement, in accordance with applicable Law.  The Purchaser shall deposit any such withholding Tax with the relevant Governmental Authority.  The Purchaser shall prepare, subject to the Seller’s reasonable approval (which approval shall not be unreasonably withheld or delayed), and timely file all Tax Returns required to be filed in respect of Transfer Taxes.  The Seller and the Purchaser shall reasonably cooperate with each other to share information reasonably needed for the preparation of those Tax Returns and any Tax clearance certificates that either the Seller or the Purchaser may request.

8.1.2                     With respect to any Taxes based on the value of property assessed against any of the Transferred Assets of the Business, the Seller shall pay those Taxes attributable to periods or partial periods ending on or prior to the Closing Date, and the Purchaser shall pay those Taxes attributable to periods or partial periods beginning after the Closing Date, with a daily allocation for any period that begins on or before the Closing Date and ends after the Closing Date.  Each Party agrees to cooperate with the other Parties in paying or reimbursing Tax obligations described in this Clause 8.1.2.  Nothing in this Agreement makes a Party liable for the income or franchise Taxes of the other Party. This Clause 8.1.2 does not apply to Transfer Taxes, which shall be allocated under the provisions of Clause 8.1.1.

8.1.3                     The Seller or Seller’s Affiliates shall, at Purchaser’s sole cost and expense, apply to each of the relevant Governmental Authorities and provide all other necessary assistance for the transfer of, or issuance of new, Tax Governmental Authorizations included in the Transferred Assets of the Business to the Purchaser or an Affiliate of the Purchaser.  If the applicable Laws permit election between the transfer of an existing Tax Governmental Authorization or the cancellation and issuance of a new Tax Governmental Authorization, the Purchaser shall be entitled to make such election at its sole discretion.  Provided that the Seller is not in breach of its obligations set forth in this Clause 8.1.3 the Seller shall not be liable for any duty or Tax Liability that could arise if the Purchaser does not, following the Closing Date, register the Transferred Assets of the Business as an export oriented unit under applicable Indian Laws.

8.1.4                     As soon as reasonably practicable following the Closing Date, the Seller shall make all filings to Tax authorities required under applicable Tax Laws in order to:  (a) notify such Tax authorities of the sale of the Transferred Assets of the Business to the Purchaser and the assumption of the Assumed Liabilities by the Purchaser, (b) transfer all unutilized indirect tax credits to the Purchaser, and (c) transfer and change the registered holder of the Export Promotion Capital Goods Governmental Authorizations.

8.1.5                     The transfer of the Business is on going-concern basis and any determination of the value of an asset or liability for the sole purpose of payment of stamp duty, registration fees or other similar Transfer Taxes shall not be regarded as assignment of values to individual assets or liability.

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8.1.6                     In the event that the India Tax Authorities make a tax assessment that the transactions contemplated by this Agreement do not constitute a transfer of a business as a going concern on a slump sale basis (as defined in Section 2(42C) of the Tax Act), but instead should have been subject to value added tax (“VAT”), the Purchaser shall pay to the Seller any applicable VAT realized as a result of the transactions contemplated by this Agreement in accordance with the provisions of the Tax Act; provided, however, any penalties, interest and additions to the VAT shall be borne 50% (fifty percent) by the Seller and 50% (fifty percent) by the Purchaser.

8.1.7                     At the Closing, the Seller shall transfer to the Purchaser any unused VAT (including any Central Value Added Tax (India) (CENVAT)) credit associated with the Businesses as of the Closing Date.

8.2                               Satisfaction of Excluded Liabilities

The Seller agrees to pay and perform when due all Excluded Liabilities.

8.3                               Public Announcements

Except for the press releases of the Seller and the Purchaser attached hereto as Exhibit K, which shall be released by the Seller and the Purchaser upon the execution of this Agreement, neither Party shall issue or make any public announcement, press release or other public disclosure regarding this Agreement or the Ancillary Agreements or their subject matter without the other Party’s prior written Consent, except for:  (a) any public announcements, press releases or other public disclosures which repeat the text contained on Exhibit K regarding this Agreement or the Ancillary Agreements or their subject matter; and (b) any such disclosure that is, in the opinion of the disclosing Party’s counsel, required by Law or the rules of a stock exchange on which the securities of the disclosing Party are listed with respect to this Agreement or any Ancillary Agreement.  In the event a Party is, in the opinion of its counsel, required to make a public disclosure by Law or the rules of a stock exchange on which its securities are listed regarding this Agreement or the Ancillary Agreements or their subject matter, such Party shall submit the proposed disclosure in writing to the other Party at least:  (i) 3 (three) days prior to the date of disclosure in connection with an extraordinary event that occurred without advance warning to either Party; or (ii) 5 (five) days prior to the date of disclosure in connection with an ordinary course disclosure or in connection with the closing of the transaction contemplated herein, for an opportunity to provide comments thereon and shall incorporate the reasonable comments provided by the other Party.

8.4                               Assistance in Proceedings

From and after the Closing, at the reasonable request of the Purchaser and subject to customary confidentiality restrictions, the Seller shall, and shall cause its Affiliates to, and, unless the Purchaser is entitled to indemnification therefor under the provisions of Clause 11.1, the Purchaser shall reimburse the Seller and its Affiliates for all reasonable out-of-pocket costs and expenses incurred by the Seller and its Affiliates therefor, reasonably cooperate with the Purchaser and its counsel in the contest or defense of, and make available its personnel and

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provide any testimony and access to its books and records in connection with, any Proceeding involving or relating to:  (a) any of the transactions contemplated by this Agreement; or (b) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on or before the Closing Date involving the Seller or the Business.

8.5                               Privileges

The Seller acknowledges that the Transferred Assets of the Business include all attorney work-product protections, attorney-client privileges and other legal protections and privileges to which the Seller may be entitled in connection with any of the Transferred Assets of the Business or Assumed Liabilities. The Seller is not waiving, and shall not be deemed to have waived or diminished, any of its attorney work-product protections, attorney-client privileges or similar protections or privileges as a result of the disclosure of information to the Purchaser and its representatives in connection with this Agreement and the transactions contemplated by this Agreement.  The Seller and the Purchaser:  (a) share a common legal and commercial interest in all of the information and communications that may be subject to such protections and privileges; (b) are or may become joint defendants in Proceedings to which such protections and privileges may relate; and (c) intend that such protections and privileges remain intact should any of the Parties become subject to any actual or threatened Proceeding to which such information or communications relate.  The Seller agrees that the Seller and its Affiliates shall have no right or power after the Closing Date to assert or waive any such protections or privileges included in the Transferred Assets of the Business.  The Seller shall take any actions reasonably requested by the Purchaser in order to permit the Purchaser to preserve and assert any such protections or privileges included in the Transferred Assets of the Business; provided, however, that unless the Purchaser is entitled to indemnification therefor under the provisions of Clause 11, the Purchaser shall reimburse Seller for all reasonable out-of-pocket costs and expenses incurred by the Seller and its Affiliates.

8.6                               Non-competition; Non-solicitation

8.6.1           In view of the transactions contemplated by the terms of this Agreement and the acquisition by the Purchaser of the Goodwill, during the period commencing on the Closing Date and ending on:  (i) for the Seller, the later of (A) March 31, *** and (B) the date on which the “Restricted Period” (as defined in the 2009 BTA) expires and, (ii) for KRR, the *** anniversary of the Closing Date (or, if not enforceable for the either period stated in (i) and (ii) in any country under the Competition-Investment Laws of such country, for such shorter period as shall be enforceable in such country under the Competition-Investment Laws of such country) (the “Restricted Period”), neither KRR nor the Seller shall, and KRR and the Seller shall cause their respective Affiliates (and their respective successors and assigns, including any Person that acquires a majority of the Other Businesses (regardless of whether the transaction is structured as an asset or share transaction)) not to, directly or indirectly:  (a) engage in any business anywhere in the world that conducts any Purchaser Competing Activities; or (b) own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as a partner, stockholder, co-venturer, consultant or otherwise, any Person that is engaged or planning to become engaged in the business of

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conducting any Purchaser Competing Activities anywhere in the world, provided, however, that, for the purposes of this Clause 8.6.1, none of the following shall be deemed to be in violation of this Clause 8.6.1: (i) ownership of securities having no more than 5% (five percent) of the outstanding voting power of any Person which are listed on any national securities exchange , as long as the Person owning such securities has no other connection or relationship with such Person, (ii) performing activities intended to enable KRR, the Seller or their respective Affiliates to engage in a business that conducts the Purchaser Competing Activities following the expiration of the Restricted Period provided that the performance of such activities does not constitute, directly or indirectly, a breach of (a) or (b) of this Clause 8.6.1 as contrasted to the preparation therefor following the expiration of the Restricted Period or (iii) if the Seller is acquired in a single transaction or series of related transaction by any Person whose turnover in the last accounting year exceeded USD *** (measured in terms of the consolidated turnover of such Person and its Affiliates) that conducts (or whose Affiliates conduct) any Purchaser Competing Activities anywhere in the world (taken together with its Affiliates, the “Competing Acquiring Persons”) if both (A) the Purchaser Competing Activities of the Competing Acquiring Persons represent not more than *** of the business of the Competing Acquiring Persons (measured in terms of turnover and/or assets in the last accounting year of the Competing Acquiring Persons) and (B) the Seller does not engage in any business anywhere in the world that conducts any Purchaser Competing Activities following the consummation of such acquisition (it is being agreed and understood that for purposes. of this subclause (iii) the Seller shall not be deemed an Affiliate of the Competing Acquiring Person).

8.6.2                     “Purchaser Competing Activities” means the business of researching, developing, testing, obtaining regulatory approval for, manufacturing, negotiating third party contracts for, procuring materials for, marketing, distributing and selling ************************************************ for any and all pharmaceutical products for all human and animal prophylactic and therapeutic uses; provided, however, Purchaser Competing Activities shall expressly exclude:   (a) researching, evaluating and litigation originator Intellectual Property as permitted under Law for, developing, testing, obtaining regulatory approval for, manufacturing, negotiating third party contracts for, procuring materials for, marketing, distributing and/or selling ******************** for non-injectable pharmaceutical products; (b) performing drug discovery, research, development work and/or manufacturing for Seller’s own requirements or a third party’s requirements with respect to 505(b) Products, NCE’s and/or NBE’s (including discovery, research, development work and/or manufacturing with respect to **************** other than with respect to the ***************); and (c) the marketing, distributing and/or selling of *************** (for either or both oral or injectable (sterile) products) in India and the Excluded Countries solely to the extent that (i) such API sold to third parties in India and the Excluded Countries is not resold outside of such countries (whether on its own or in finished products) and (ii) such marketing, distribution and selling does not involve the marketing, distribution or sales of products of the Business in India and the Excluded Countries, to any parties that have purchased products or had contracts relating to purchasing products of the Business in India and the Excluded Countries since October 1, 2011, including those listed on Schedule 8.6.2.

8.6.3                     In support of the covenant contained in Clause 8.6.2(c), Seller shall ensure that each and every contract involving marketing, distributing and selling of non-oral penem API (including carbapenems API) and non-oral penicillin API in India and the Excluded

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Countries to which it is a party includes a covenant on the part of the counterparty not to market, distribute or resell such API’s outside of India and the Excluded Countries during the Restricted Period; provided, however, this Clause 8.6.3 shall not require the amendment of any contract in existence on the Effective Date that cannot, by its terms or applicable Law, be amended without the consent of the Seller’s counterparty.

8.6.4                     The Restricted Period shall be extended by the length of any period during which any Party or an Affiliate of any Party is in material breach of the terms of this Clause 8.6.

8.6.5                     Unless otherwise agreed to in writing by the Purchaser, during the Restricted Period, neither KRR nor the Seller shall, directly or indirectly, for itself or on behalf of or in conjunction with any other Person, and the Seller shall cause its Affiliates not to, directly or indirectly call upon any Transferred Employee or any individual who is, at the time the individual is called upon, an employee of the Purchaser or any of its Affiliates for the purpose or with the intent of soliciting such employee away from or out of the employ of the Purchaser or any of its Affiliates, or employ or offer employment to any individual who was or is employed by the Purchaser or any of its Affiliates unless such individual shall have ceased to be employed by the Purchaser or any of its Affiliates for a period of at least 12 (twelve) months prior thereto.  This Clause 8.6.5 shall not be deemed to prohibit either KRR, the Seller or its Affiliates from engaging in general media advertising or solicitation that may be targeted to a particular geographic or technical area but that is not specifically targeted towards employees of the Purchaser or any of its Affiliates.

8.6.6                     If a final Judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Clauses 8.6.1 through 8.6.5 is invalid or unenforceable, then the Parties agree that the court or tribunal shall have the power to reduce the scope, duration, or geographic area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.  This Clause 8.6 shall be enforceable as so modified after the expiration of the time within which the Judgment may be appealed.  The Parties agree that this Clause 8.6 is reasonable and necessary to protect and preserve each Party’s legitimate business interests, the value of the Transferred Assets of the Business, the Goodwill being purchased by the Purchaser hereunder, and the value of the Other Businesses being retained by the Seller and to prevent any unfair advantage being conferred on either Party.

8.6.7                     The Parties agree that the covenants of non-competition and non-solicitation contained in this Clause 8.6 are reasonable covenants under the circumstances.

8.7                               [Intentionally Omitted]

8.8                               Reports and Returns

The Seller shall promptly after the Closing prepare and file all reports and returns required by applicable Laws relating to the Business as conducted using the Transferred Assets of the Business for the period prior to the Closing Date.

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8.9                               Access to Records

8.9.1                     After the Closing, the Purchaser shall retain for a period consistent with the Purchaser’s record retention policies and practices those records included in the Transferred Assets of the Business delivered to the Purchaser.  The Purchaser also shall provide the Seller and their employees, agents, consultants and other advisors and representatives reasonable access thereto as may be reasonably requested to enable them to prepare financial statements or Tax Returns, deal with Tax audits or pay, discharge or perform the Excluded Liabilities.

8.9.2                     The Seller shall preserve all books of account, records and files in respect of the Business, of which the Purchaser have not been given possession, for the longer of such period as may be specified under any applicable Law or as requested by the Purchaser. The Seller shall and shall cause each of its Affiliates and their respective employees, agents, consultants and other advisors and representatives to, allow the Purchaser, its employees, officers, advisers and agents access and to make copies thereof, as may be reasonably requested by the Purchaser, to the books, records and files relating to the Business for the period prior to and up to the Closing Date.  The Seller agrees with the Purchaser to provide all reasonable assistance, co-operation and support including declarations, forms and documents to enable the Purchaser to adequately deal with all litigation, Tax claims, Proceedings and assessments.

8.10                        Returns of Products

8.10.1              The Seller shall be responsible for and shall indemnify and hold harmless the Purchaser, in accordance with the provisions of Clause 7.4 and Clause 11, against any and all Losses that the Purchaser or any of its Affiliates may suffer (including the cost of replacement or returns of products of the Business), arising out of, relating to or resulting from products of the Business that were sold prior to the Closing and returned or claimed for credit by any customer or distributor within the first 12 (twelve) months after the Closing Date (collectively, “Returns”).  All indemnification payments made pursuant to this Clause 8.10 shall be treated by the Parties as adjustments to the Cash Consideration.  The Parties agree that the Purchaser shall first seek reimbursement from amounts remaining in the Holdback Amount for any indemnification payments made pursuant to this Clause 8.10.

8.10.2              During the 12 (twelve) month period following the Closing Date, neither the Purchaser nor the Seller (nor any Affiliates of the Parties) shall initiate or encourage customers or distributors of the Business to return products, except as the Purchaser reasonably deems prudent or necessary due to quality, health or safety reasons or as required by Law.

8.10.3              If the Purchaser takes any actions in breach of its obligations set forth in Clause 8.10.2, the Seller shall not be bound by Clause 8.10.1 and Clause 8.10.2 above.

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8.11                        Refunds

If the Seller (or any of its Affiliates), on the one hand, or the Purchaser (or any of its Affiliates), on the other hand, after the Closing Date receive any funds properly belonging to the other Party in accordance with the terms of this Agreement, the receiving Party shall promptly so advise such other Party, shall segregate and hold such funds in trust for the benefit of such other Party and shall promptly deliver such funds, together with any interest earned thereon, to an account or accounts designated in writing by such other Party.

8.12                        Inquiries

After the Closing, the Seller shall refer to the Purchaser any inquiry that the Seller or any of its Affiliates receive relating to the Business or the Transferred Assets of the Business; provided, however, that the Seller shall not refer (but shall provide the Purchaser with prompt written notice thereof pursuant to Clause 15.1) to the Purchaser any inquiry related to any Proceeding or any claim with respect to the operation of the Business prior to the Closing.

8.13                        Product Complaints

Within 5 (five) days of the Seller receiving any notice or other communication from any Governmental Authority or any other Person regarding any actual, alleged or potential safety, contamination, adulteration or misbranding issues with respect to the products related to the Business or becoming aware of any fact or circumstance reasonably likely to lead to a recall, withdrawal, field correction, field action or field alert report related to any products of the Business, the Seller shall notify the Purchaser in writing pursuant to Clause 15.1 of such notice, communication, fact or circumstance.

8.14                        Use of Corporate Name

8.14.1              Except as specifically provided in this Clause 8.14 or the Ancillary Agreements, from and after the Closing, neither the Purchaser nor any of its Affiliates shall use or permit their distributors to use the Corporate Name.

8.14.2              Within 3 (three) months after the Closing Date, the Purchaser shall, and shall cause its Affiliates to, cease to use and remove or cover the Corporate Name from all signs and billboards.

8.14.3              Within 3 (three) months after the Closing Date, the Purchaser shall, and shall cause its Affiliates to, cease to use and remove or cover the Corporate Name from all signs sales invoices, printed forms, documents, stationery, office supplies or other similar materials.

8.14.4              The Purchaser and its Affiliates and designees shall have the right to market, promote, sell and distribute all Inventory existing as of the Closing bearing the Corporate Name until the expiration (on a product by product of the Business basis) of the relevant stock.

8.14.5              The Purchaser and its Affiliates and designees shall have the right to manufacture, assemble and package (or have manufactured, assembled and packaged) products of the Business bearing the Corporate Name, to the same extent as such products are

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manufactured, assembled, packaged and sold as of the Effective Date, for up to 24 (twenty four) months following the Closing Date.

8.14.6              The Purchaser and its Affiliates and designees may use product literature that bears the Corporate Name for up to 3 (three) months after the Closing Date.  No product literature used after 3 (three) months after the Closing Date may include a reference to the Corporate Name.

8.15                        Seller Mixed-Use Intellectual Property Licenses

8.15.1              At the Closing, the Seller shall, and shall cause its Affiliates to, grant to the Purchaser and its Affiliates (to the extent that the Seller and its Affiliates have the right to make such grant), a perpetual, irrevocable, worldwide, non-exclusive and royalty-free right and license (with the right to grant sublicenses) under the Seller Mixed-Use Intellectual Property, solely within the Field of Use.  For the purposes of this Agreement, the term “Field of Use” means the business of researching, evaluating and litigating originator Intellectual Property as permitted under Law for, developing, testing, obtaining regulatory approval for, manufacturing, negotiating third party contracts for, procuring materials for, marketing, distributing and selling penem API (including carbapenems API) and penicillin API, including the Rempex Combination API, for any and all pharmaceutical products for all human and animal prophylactic and therapeutic uses.

8.15.2              The Seller and its Affiliates shall have the first right, but not the obligation, to commence, prosecute any and defend any Proceedings involving the Seller Mixed-Use Intellectual Property.  In addition, the Purchaser and its Affiliates shall be entitled to join in any such Proceeding at their own expense.  Each Party shall be entitled to retain any and all amounts awarded to it in any such Proceeding.

8.15.3              The Purchaser agrees to comply with the terms and conditions of any underlying license to the Seller with respect to any Seller Mixed-Use Intellectual Property sublicensed to the Purchaser pursuant to this Clause 8.15.

8.16                        Seller NPNC Intellectual Property Licenses

8.16.1              At the Closing, the Seller shall, and shall cause its Affiliates to, grant to the Purchaser and its Affiliates (to the extent that the Seller and its Affiliates have the right to make such grant), a perpetual, irrevocable, worldwide, non-exclusive and royalty-free, non-transferable right and license (with no right to transfer or grant sublicenses) under the Seller NPNC Intellectual Property, (i) solely within the Injectables Field of Use and (ii) for fulfilling Purchaser’s and its Affiliates’ obligations to the Seller under the NPNC API Supply Agreement.  For the purposes of this Agreement, the term “Injectables Field of Use” means the business of researching, evaluating and litigating originator Intellectual Property as permitted under Law for, developing, testing, obtaining regulatory approval for, manufacturing, negotiating third party contracts for, procuring materials for, marketing, distributing and selling API used in any injectable pharmaceutical products for all human and animal prophylactic and therapeutic uses that are manufactured, marketed, distributed and sold by or on behalf of Purchaser or any of its Affiliates.  Notwithstanding the foregoing, it is agreed and understood by the Parties that (i) the Purchaser shall have the right to transfer the right and license set forth in this Clause 8.16 to a third party in

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                                                connection with any transaction involving a transfer to a third party of all or substantially all of Purchaser’s or any of its Affiliates’ business of manufacturing, marketing, distributing and selling injectable pharmaceutical products for or on behalf of Purchaser or its Affiliates or for or on behalf of Third Parties and (ii) to the extent applicable, the Purchaser and its Affiliates shall have the right to subcontract its right and license to third parties or otherwise grant the rights provided under this Clause 8.16 to a third party in each case in connection with Purchaser’s or any of its Affiliates manufacture, marketing, distributing or selling of injectable pharmaceutical products for all human and animal prophylactic and therapeutic uses.  The Injectables Field of Use shall expressly exclude the developing, manufacturing, marketing, distributing and/or selling of API as a stand-alone product to or for the benefit of Third Parties.

8.16.2              Subject to the terms of this Agreement, the Seller shall, and shall cause its Affiliates to, grant to the Purchaser and its Affiliates (to the extent that the Seller and its Affiliates have the right to make such grant), the non-exclusive right to access, reference or cross-reference the Seller NPNC Intellectual Property Regulatory Documentation to support NPNC Registration applications in the Injectables Field of Use.

8.16.3              At the Closing, the Seller will deliver to the Purchaser copies of the materials comprising the Seller NPNC Know-How.

8.16.4              The Seller and its Affiliates shall have the sole right, but not the obligation, to commence, prosecute any and defend any Proceedings involving the Seller NPNC Intellectual Property.  Seller shall be entitled to retain any and all amounts awarded to it in any such Proceeding.

8.16.5              The Purchaser and its Affiliates agree to comply with the terms and conditions of any underlying license to the Seller with respect to any Seller NPNC Intellectual Property sublicensed to the Purchaser and its Affiliates pursuant to this Clause 8.16, including being responsible for the payment of any and all royalties or other consideration which accrues under any Contract entered into by Seller prior to the Closing as a result of the Purchaser’s or its Affiliates’ exploitation of any Seller NPNC Intellectual Property covered by such sublicense; provided, however, that the Purchaser and its Affiliates shall only be responsible for making such royalty or other consideration payments if, and only if, the Seller has notified the Purchaser in writing of the obligation to pay such a royalty or other consideration (and the applicable terms of such royalty or other consideration) prior to the Purchaser’s or its Affiliates’ exploitation of the Seller NPNC Intellectual Property for which such royalty or other consideration is due; provided further, the Purchaser shall be deemed sufficiently notified of all royalty or other consideration payments arising under the Contracts listed on Clause 9.30.4 of the Seller Disclosure Schedule.

8.16.6              The Seller shall not, and shall cause its Affiliates to not, sell, convey, assign or otherwise transfer any of its rights to the Intellectual Property that is included in the Seller NPNC Intellectual Property unless the third party to whom such Intellectual Property is sold, conveyed, assigned or otherwise transferred to is notified of the license set forth in this Clause 8.16 and the third party takes such Intellectual Property subject to the license.

8.16.7              Solely for informational purposes, and in no event for the purpose of the Purchaser or its Affiliates making any claims for indemnification for any breaches of representations, warranties, covenants or other agreements, the Seller shall use its good faith efforts to inform the Purchaser prior to the Closing of any: (i) Proceedings that have been instituted

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or are pending that challenge the right of the Seller or any of its Affiliates with respect to the use of the Seller NPNC Intellectual Property; (ii) opposition, re-examination, revocation, nullity suit or other Proceeding that is or has been pending involving the Seller or any of its Affiliates with respect to the Seller NPNC Intellectual Property in which the scope, validity, or enforceability of any of Seller NPNC Intellectual Property is being or has been challenged; and (iii) other than any Paragraph IV litigation or related claims, any written notice in the last 3 (three) years alleging that the Seller or any of its Affiliates with respect to the conduct of the Business or the use of the Seller NPNC Intellectual Property infringes the Intellectual Property rights of any other Person anywhere in the world.

8.17                        Manufacture of Non-Business Products

Following the Closing, except as specifically contemplated in the Ancillary Agreements, neither the Purchaser nor its Affiliates shall be obligated to manufacture or produce any products at the Transferred Facilities that are not included in the Business or the Transferred Assets of the Business and the Seller shall transfer on or prior to the Closing the manufacture and production of such products or services to an alternate location.

8.18                        Further Action

8.18.1              Subject to the other express provisions of this Agreement, the Parties shall cooperate reasonably with each other and with their respective representatives in connection with any steps required to be taken as part of their respective obligations under this Agreement, and the Parties agree:  (a) to furnish, or cause to be furnished, upon request to each other such further information; (b) to execute and deliver, or cause to be executed and delivered, to each other such other documents; and (c) to do, or cause to be done, such other acts and things, all as the other Party may reasonably request for the purpose of carrying out the intent of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Without limitation of the foregoing, the Seller shall cooperate with the Purchaser following the Closing and provide all necessary assistance, take all necessary actions as may be required and execute such documents to:  (i) register the IP Assignments; and (ii) fully vest the Purchased Intellectual Property in the name of the Purchaser.

8.18.2              Notwithstanding any other provision of this Agreement, this Agreement does not constitute an agreement to sell, convey, assign, assume, transfer or deliver any interest in any Transferred Asset of the Business, or any claim, right, benefit or obligation arising thereunder or resulting therefrom if a sale, conveyance, assignment, assumption, transfer or delivery, or an attempt to make such a sale, conveyance, assignment, assumption, transfer or delivery, without the Consent of a third party would:  (a) constitute a breach or other contravention of the rights of such third party; (b) be ineffective with respect to any party to a Contract concerning such Transferred Asset of the Business; or, (c) upon transfer, in any way adversely affect the rights of the Purchaser under such Contract or with respect to such Transferred Asset of the Business.  If the sale, conveyance, assignment, transfer or delivery by the Seller to the Purchaser of any interest in, or assumption by the Purchaser of any Liability under, any Transferred Asset of the Business requires the Consent of a third party, then such sale, conveyance, assignment, transfer, delivery or assumption shall be subject to such Consent being obtained.  Without limiting

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Clause 8.18.3, if any Contract included in the Transferred Assets of the Business may not be assigned to the Purchaser by reason of the absence of any such Consent, the Seller shall not be required to assign such Contract.  The Purchaser shall not be required to assume any Assumed Liability arising under such Contract.

8.18.3              If any Consent in respect of a Transferred Asset of the Business has not been obtained on or before the Closing Date, the Seller shall continue to use commercially reasonable efforts to obtain such Consent as promptly as practicable after the Closing until such time as such Consent has been obtained, and to cooperate in any lawful and reasonable arrangement which shall provide the Purchaser the benefits of any such Transferred Asset of the Business, including subcontracting, licensing or sublicensing to the Purchaser any or all of the Seller’s rights with respect to such Transferred Asset of the Business and including the enforcement for the benefit of the Purchaser of any and all rights of the Seller against a third party thereunder. Once a Consent for the sale, conveyance, assignment, transfer and delivery of a Transferred Asset of the Business is obtained, the Seller shall promptly assign, transfer, convey and deliver such Transferred Asset of the Business to the Purchaser, and the Purchaser shall assume the obligations under such Transferred Asset of the Business assigned, transferred, conveyed and delivered to the Purchaser from and after the date of sale, conveyance, assignment, transfer and delivery to the Purchaser pursuant to a transfer agreement which the Parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to the Purchaser.  The Seller shall pay and discharge any and all out-of-pocket costs of seeking to obtain or obtaining any such Consent whether before or after the Closing Date. If and when such Consents are obtained or such other required actions have been taken, the transfer of such Transferred Asset of the Business shall be effected in accordance with the terms of this Agreement.

8.18.4              The Purchaser and the Seller acknowledge that, on the Closing Date, legal title to the Governmental Authorizations and Registrations set forth on Schedule 8.18.4 shall remain with the Seller or the Seller’s Affiliates or nominees due to the requirements of applicable regulatory local Laws and, to the extent such Governmental Authorizations and Registrations can be transferred to the Purchaser or the Purchaser’s Affiliates, the need for the Consent of the Governmental Authorities to such transfer.  Following the Closing, the Seller shall promptly provide the Purchaser or the Purchaser’s Affiliates with all reasonable assistance and support for the preparation, notarization and legalization of the documents required for, and take all actions to assign and transfer to the Purchaser or its Affiliates, Governmental Authorizations and Registrations used in or related to the Business or any Transferred Asset of the Business or required for the ownership or use of any Transferred Asset of the Business or the operation of the Business.

8.18.5              Nothing in this Clause 8.18 shall be deemed a waiver by the Purchaser of its rights to have received on or before the Closing an effective assignment of all of the Transferred Assets of the Business or of the covenant of the Seller to obtain all Consents, nor shall this Clause 8.18 be deemed to constitute an agreement to exclude from the Transferred Assets of the Business any of the assets described under Clause 2.1.

8.18.6              If the Parties determine that an asset, right or property that is a Transferred Asset of the Business pursuant to the terms of Clause 2.1 was not transferred to the Purchaser pursuant to Clause 2.1 and the Ancillary Agreements or licensed to the Purchaser pursuant to Clause 8.14, then the Seller shall immediately, or shall cause its Affiliates as necessary, to assign, at no additional consideration, all right, title and interest in and to such Transferred

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Asset of the Business to the Purchaser and take all necessary actions to obtain any necessary Consents to do so.

8.19                        Notice Regarding the Seller’s *************** Business

If at any time during the period five (5) years after the Closing, and provided that the Purchaser is not in breach of the terms of the Amended API Supply Agreement, the Seller desires to sell or transfer (whether through one transaction or a series of transactions) the business of researching, evaluating and litigating originator Intellectual Property as permitted under Law for, developing, testing, obtaining regulatory approval for, manufacturing, negotiating third party contracts for, procuring materials for, marketing, distributing and selling *************** in a transaction or transactions where the *** represents a majority of the assets being sold or transferred by the Seller in such transaction or series of transactions (the “Proposed Transaction”), then the Seller shall give notice of its desire to enter into such Proposed Transaction to the Purchaser and provide in good faith to the Purchaser (or an Affiliate of the Purchaser to be designated by the Purchaser) the opportunity to participate in such sale or transfer process, including, to the extent permitted under any confidentiality agreement entered into with a proposed purchaser and not being conducted in an auction format, providing updates regarding the status of the Proposed Transaction process and the names of any of potential purchasers involved in such Proposed Transaction process.

8.20                        Pen/Penem Intellectual Property Licenses

8.20.1              At the Closing, the Purchaser shall grant to the Seller and its Affiliates (to the extent that the Purchaser has the right to make such grant), a perpetual, irrevocable, worldwide, non-exclusive and royalty-free right and license (with the right to transfer and grant sublicenses) under the Pen/Penem Intellectual Property solely within the Non-Injectable Field of Use.  For the purposes of this Agreement, the term “Non-Injectable Field of Use” means the business of researching, evaluating and litigating originator Intellectual Property as permitted under Law for, developing, testing, obtaining regulatory approval for, manufacturing, negotiating third party contracts for, procuring materials for, marketing, distributing and selling API used in any non-injectable pharmaceutical products for all human and animal prophylactic and therapeutic uses that are manufactured, marketed, distributed or sold by Seller or any of its Affiliates.

8.20.2              At the Closing, the Seller may retain copies of the materials comprising the Pen/Penem Know-How.

8.20.3              The Purchaser and its Affiliates shall have the first right, but not the obligation, to commence, prosecute any and defend any Proceedings involving the Pen/Penem Intellectual Property.  In addition, the Seller and its Affiliates shall be entitled to join in any such Proceeding at their own expense.  Each Party shall be entitled to retain any and all amounts awarded to it in any such Proceeding.

8.20.4              The Seller and its Affiliates agree to comply with the terms and conditions of any underlying license to the Purchaser with respect to any Pen/Penem Intellectual Property sublicensed to the Seller and its Affiliates pursuant to this Clause 8.20, including the payment of any and all royalties or other consideration which accrues under any Contract entered into by Seller prior to the Closing as a result of the Seller’s or its Affiliates’ exploitation of any Pen/Penem Intellectual Property covered by such sublicense.

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8.20.5              Notwithstanding the terms of Clause 8.20.1 above, in the event Seller files for protection under the bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then Purchaser may terminate the license provided in this Clause 8.20 effective immediately upon written notice to the Seller.

8.20.6              The Purchaser shall not, and shall cause its Affiliates to not, sell, convey, assign or otherwise transfer any of its rights to the Intellectual Property that is included in the Pen/Penem Intellectual Property unless the third party to whom such Intellectual Property is sold, conveyed, assigned or otherwise transferred to is notified of the license set forth in this Clause 8.20 and the third party takes such Intellectual Property subject to the license.

8.21                        Offer Notice and Exercise of Right of Negotiation Regarding the Retained *** Facility.

8.21.1              Offer Notice.  If at any time after the Closing, the Seller or any of its Affiliates desires to sell, lease or transfer (whether through one transaction or a series of transactions) all or any portion of the Retained *** Facility (other than in a sale-leaseback transaction pursuant to which the Seller or any of its Affiliates remains a tenant at such sold, leased or transferred portion following the completion of such Proposed Retained *** Facility Transaction) (a “Proposed Retained *** Facility Transaction”), then the Seller shall, prior entering into such Proposed Retained *** Facility Transaction with a third party provide notice of the same (the “Proposed Retained *** Facility Transaction Notice”) to the Purchaser, which notice shall identify the proposed purchase price or other consideration payable to the Seller in connection with such Proposed Retained *** Facility Transaction (the “Proposed Retained *** Facility Consideration”) and to exclusively provide to the Purchaser (or an Affiliate of the Purchaser to be designated by the Purchaser) with the right to exclusively negotiate with the Seller during a period of 45 (forty-five) days (the “Retained *** Facility Exclusivity Period”).

8.21.2              Exercise of Right of Negotiation.  The Purchaser may exercise its right to enter into the Retained *** Facility Exclusivity Period by notifying the Seller in writing of its election within ten (10) days of the Purchaser’s receipt of the Proposed Retained *** Facility Transaction Notice.  If Purchaser exercises its right to enter into the Retained *** Facility Exclusivity Period:  (i) each of the Parties shall negotiate in good faith the terms of the Proposed Retained *** Facility Transaction, and (ii) if reaching agreement of such terms each of the Seller and the Purchaser (or its designee) shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Proposed Retained *** Facility Transaction.

8.21.3              Sale to Third Party.  If the Purchaser fails to exercise its right to enter into the Retained *** Facility Exclusivity Period or the Parties are unable, despite using good faith efforts, to agree upon the terms of the Proposed Retained *** Facility Transaction within the Retained *** Facility Exclusivity Period, the Seller or its applicable Affiliate shall be free to enter into the Proposed Retained *** Facility Transaction with a third party.  In no event shall the Seller or its applicable Affiliate consummate a Retained *** Facility Proposed Transaction until after the expiration of the period during which the Purchaser may exercise its right to enter into the Retained *** Facility Proposed Transaction and during which the Purchaser has failed to exercise such right.

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8.22                        Offer Notice and Exercise of Right of Negotiation Regarding the *** Facility

8.22.1              Offer Notice.  If at any time after the Closing, the Purchaser or any of its Affiliates desires to sell, lease or transfer (whether through one transaction or a series of transactions) all or any portion of the *** Facility (other than in a sale-leaseback transaction pursuant to which the Purchaser or any of its Affiliates remains a tenant at such sold, leased or transferred portion following the completion of such Proposed *** Facility Transaction) (a “Proposed *** Facility Transaction”), then the Seller shall, prior entering into such Proposed *** Facility Transaction with a third party provide notice of the same (the “Proposed *** Facility Transaction Notice”) to the Seller, which notice shall identify the proposed purchase price or other consideration payable to the Purchaser in connection with such Proposed *** Facility Transaction (the “Proposed *** Facility Consideration”) and to exclusively provide to the Seller (or an Affiliate of the Seller to be designated by the Purchaser) with the right to exclusively negotiate with the Purchaser during a period of 45 (forty-five) days (the “*** Facility Exclusivity Period”).

8.22.2              Exercise of Right of Negotiation.  The Seller may exercise its right to enter into the *** Facility Exclusivity Period by notifying the Purchaser in writing of its election within ten (10) days of the Seller’s receipt of the Proposed *** Facility Transaction Notice.  If Seller exercises its right to enter into the *** Facility Exclusivity Period:  (i) each of the Parties shall negotiate in good faith the terms of the Proposed *** Facility Transaction, and (ii) if reaching agreement of such terms each of the Purchaser and the Seller (or its designee) shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Proposed *** Facility Transaction.

8.22.3              Sale to Third Party.  If the Seller fails to exercise its right to enter into the *** Facility Exclusivity Period or the Parties are unable, despite using good faith efforts, to agree upon the terms of the Proposed *** Facility Transaction within the *** Facility Exclusivity Period, the Purchaser or its applicable Affiliate shall be free to enter into the Proposed *** Facility Transaction with a third party.  In no event shall the Purchaser or its applicable Affiliate consummate a *** Facility Proposed Transaction until after the expiration of the period during which the Seller may exercise its right to enter into the *** Facility Proposed Transaction and during which the Seller has failed to exercise such right.

9                                         REPRESENTATIONS AND WARRANTIES OF SELLER

Subject to the exceptions specifically set forth on the disclosure schedule delivered by the Seller to the Purchaser concurrently with the execution and delivery of this Agreement (the “Seller Disclosure Schedule”), the Seller represents and warrants to the Purchaser as of the Effective Date and as of the Closing Date as follows:

9.1                               Organization and Good Standing

The Seller is a company duly organized and validly existing under the Laws of India, and the Seller has all requisite company power and authority to own, lease and operate the Transferred Assets of the Business and to conduct the Business.  The Seller is duly qualified or licensed to do business in which the character of the properties it owns, operates or leases or the nature of its

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activities makes such qualification or licensure necessary, except to the extent that the failure to be so qualified or licensed has not had or would not reasonably be expected to have a Material Adverse Effect.  Clause 9.1 of the Seller Disclosure Schedule sets forth an accurate and complete list of the Seller’s current directors and officers. The Seller has made available to the Purchaser accurate and complete copies of the articles of association, memorandum of association or other constituent documents of the Seller, as currently in effect, and the Seller is not in default under or in violation of any provision thereof.

9.2                               Authority and Enforceability

The Seller has all requisite company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which the Seller is a party and to perform its obligations under this Agreement and each such Ancillary Agreement, subject to obtaining the shareholder approval contemplated in Clause 6.5.  The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Seller is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Seller and the Seller has made available to the Purchaser an accurate and complete copy of the approval of the board of the directors of the Seller containing such authorization.  The Seller has duly and validly executed and delivered this Agreement and, on or prior to the Closing, the Seller shall have duly and validly executed and delivered each Ancillary Agreement to which it is a party.  This Agreement constitutes, and upon execution and delivery, each Ancillary Agreement to which the Seller is a party shall constitute, the valid and binding obligations of the Seller, enforceable against the Seller in accordance with their terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Law of general application relating to or affecting creditors’ rights generally.

9.3                               No Conflict

Neither the execution, delivery and performance of this Agreement or any Ancillary Agreement by the Seller, nor the consummation of the transactions contemplated hereby or thereby, shall (a) directly or indirectly (with or without notice, lapse of time, or both) conflict with, result in a breach or violation of, constitute a default under, give rise to any right of revocation, withdrawal, suspension, acceleration, cancellation, termination, modification, imposition of additional obligations or loss of rights under, result in any payment becoming due under, or result in the imposition of any Encumbrances (other than Permitted Encumbrances) on any of the properties or assets of the Seller (including the Transferred Assets of the Business) under, or otherwise give rise to any right on the part of any Person to exercise any remedy or obtain any relief under:  (i) the articles of association or memorandum of association of the Seller or any resolution adopted by the board of directors or shareholders of the Seller; (ii) except as set forth in Clause 9.3(a)(ii) of the Seller Disclosure Schedule, any Material Contract (as disclosed on Clause 9.13.1 of the Seller Disclosure Schedule) to which the Seller is a party, by which the Seller or its properties or assets (including the Transferred Assets of the Business) is bound or affected or pursuant to which the Seller is an obligor or a beneficiary; or, (iii) any Law, Judgment or Governmental Authorization applicable to the Seller or any of its businesses, properties or assets (including the Transferred Assets of the Business) or, (b) except as set forth on Clause 9.3(b) of the Seller Disclosure Schedule, require the Seller to obtain any Consent or

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