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ACTAVIS INC&Item 901 Financial Statements a@'
EXHIBIT INDEX4TABLE OF CONTENTS&[NOW THEREFORE THE PARTIES HAVE %gNOW THEREFORE THE PARTIES (1)%1NOW THEREFORE THE PARTIES (2)%hNOW THEREFORE THE PARTIES (3)%FNOW THEREFORE THE PARTIES (4)%>NOW THEREFORE THE PARTIES (5)%:NOW THEREFORE THE PARTIES (6)%bNOW THEREFORE THE PARTIES (7)%qNOW THEREFORE THE PARTIES (8)%īNOW THEREFORE THE PARTIES (9)&^NOW THEREFORE THE PARTIES (10)&]NOW THEREFORE THE PARTIES (11)&NOW THEREFORE THE PARTIES (12)&GNOW THEREFORE THE PARTIES (13)&wnNOW THEREFORE THE PARTIES (14)&NOW THEREFORE THE PARTIES (15)&NOW THEREFORE THE PARTIES (16)&QNOW THEREFORE THE PARTIES (17)&NOW THEREFORE THE PARTIES (18)&~,NOW THEREFORE THE PARTIES (19)&SNOW THEREFORE THE PARTIES (20)&vNOW THEREFORE THE PARTIES (21)&NOW THEREFORE THE PARTIES (22)&NOW THEREFORE THE PARTIES (23)&NOW THEREFORE THE PARTIES (24)&NOW THEREFORE THE PARTIES (25)&1NOW THEREFORE THE PARTIES (26)&VNOW THEREFORE THE PARTIES (27)&}NOW THEREFORE THE PARTIES (28)&NOW THEREFORE THE PARTIES (29)&}Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)LResignations and (4)lNEWS RELEASE
l
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??'!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }I"}$ }<}$ }
Actavis, Inc.8K
01/25/2013
ACTAVIS, INC. Nevada 00113305
953872914$
(State or Other Jurisdiction
(Commission
(IRS Employerof Incorporation)File Number)Identification No.)#
Morris Corporate Center III
~
:n400 Interpace ParkwayParsippany, New Jersey0((Address of Principal Executive Offices)
(Zip Code)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/0Gy=xp=PF0*8X>
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ACTAVIS INC
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }I }$ }8
Actavis, Inc.8K
01/25/20135Item 9.01. Financial Statements and Exhibits. Exhibit Exhibit
No. 2.1*5Stock Purchase Agreement, dated as of January
6
.19, 2013, by and among Actavis, Inc. (formerly/'Watson Pharmaceuticals, Inc.), a Nevada3+corporation, Watson Pharma Actavis S.a.r.l.5and each of the shareholders of Uteron Pharma.&SA, a company incorporated in Belgium.fffffX@7/Press Release issued by Actavis, Inc. (formerly0(Watson Pharmaceuticals, Inc.) on January 23, 2013.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/:}qeY53HA=PF0*8X>
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ACTAVIS INC!Item 901 Financial Statements aTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }I }$ }8
Actavis, Inc.8K
01/25/2013
EXHIBIT INDEX Exhibit Exhibit
No. 2.1*5Stock Purchase Agreement, dated as of January
6
.19, 2013, by and among Actavis, Inc. (formerly/'Watson Pharmaceuticals, Inc.), a Nevada3+corporation, Watson Pharma Actavis S.a.r.l.5and each of the shareholders of Uteron Pharma.&SA, a company incorporated in Belgium.fffffX@7/Press Release issued by Actavis, Inc. (formerly0(Watson Pharmaceuticals, Inc.) on January 23, 2013.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/:yU#Sha4(=PF0*8X>
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEX!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }}$ }2}$ }}$
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Actavis, Inc.8K
01/25/2013TABLE OF CONTENTS~
& Definitions and interpretation ~
~
+
#Sale and purchase of the Securities
~
~
2*Purchase price and payment of the Purchase~
Price~
0
(Adjustment of the Initial Purchase Price
~
~
Deferred Purchase Price~
~
1)Provisions relating to the Escrow Account~
~
1)Obligations on the date of this agreement~
~
"Conditions precedent~
~
&PreClosing Covenants~
~
*Closing~
~
.*"Purchaser s Postclosing covenants~
"~
2Sellers warranties~
&~
6/'Purchaser s and Purchaser s Guarantor s~
.
Warranties~
:#Compensation by the Sellers~
.~
>.&Setoff against Deferred Consideration~
B~
B%Referral of Claims to Counsel~
F~
FIndemnities~
J~
JNonCompete obligations~
Z~
N.&Shareholders guarantee of Mithra s and~
bNovalon s obligations~
RUse of name~
bD
lu!0(\xXe !"#$%&'()*+,./0123456789:;<=>?~
V ) !Confidentiality and Announcements ~
f ~
!Z!!Release of Assurances!!~
!j!~
"^"#"Implied covenants for title""~
"n"~
#b##
Miscellaneous##~
#n#~
$f$$Agent for service$$~
$$~
%j%% Execution%%~
%%7&/EXHIBIT 3.1  The Sellers and the Civil Company&&&&2'*Part 1: Share capital table at the date of''''(this Agreement,)$Part 2: Members of the Civil Company))))3*+Part 3: Shares and Warrants to be purchased****"+pursuant to the 10 Options/,'Part 4: Shares and Warrants anticipated,,,,$to be outstanding at Closing.Part 5: Warrant Sellers....//'EXHIBIT 3.1(a)  Calculation of Initial////0Purchase Price'1EXHIBIT 4  Net Debt Adjustment11~
11$2Part 1: Net Debt calculation22~
22,3$Part 2: Specific Accounting Policies33~
33,4$EXHIBIT 11.1(b)  Sellers Warranties4444'5EXHIBIT 12  Sellers Warranties55~
55"6Part 1: NonTax Warranties66~
667Part 2: Tax Warranties77~
7J7+8#EXHIBIT 13  Purchaser s Warranties88~
8V8,9$EXHIBIT 22.1  Investment Agreements9999:%APPENDIX 1  Particulars of the Group::::;;/;'Part 1: Particulars of the Companies at;;;;<<<Signing==/='Part 2: Particulars of the Companies at====>>>Closing#?APPENDIX 2  The Properties????D
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=_E,ob&@ABCDEFGHI.@&APPENDIX 3  Intellectual Property and@@@@ARelated RightsBB/B'Part 1: Material details of Business IPBBBBCCCPart 2: LicencesCCCCDD2D*Part 3: Material details of the IT SystemsDDDDEF$G____________________________1H)Created by Morningstar Document Research.0I(http://documentresearch.morningstar.com/J '=PF0*8X>
@IIHHGGAA@@??::99887766554433221100//..,,++**))((''&&
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }$}$ }}$ }y<
N
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: 10 Options 2 *the options in the agreed form between the
1
)10 Securities Holders and Majocepi and/or%François Fornieri and/or Stijn
Van Rompay
10 Securities1)the Shares and Warrants set out in Part 30(of Exhibit 3.1 that shall be acquired by0(Majocepi and/or François Fornieri0(and/or Stijn Van Rompay prior to Closing"pursuant to the 10 Options 10 Securities Holders( the holders of the 10 SecuritiesAdjustment Statement2*a statement to be prepared in the form set2*out in the Initial Purchase Price, Net Deb4,and Working Capital Reconciliation Statement Affiliatein relation to:(a)4,a body corporate, any subsidiary undertaking4,or parent undertaking of that body corporate2*and any subsidiary undertaking of any such2*parent undertaking, in each case from timeD lwk_Sq(;eMy+c !"#$%&'()*+,./0123456789:;<=>? 1 )to time, including, in the case of a body!!!!3!+corporate which is a vehicle for collective""""4",investment, any body corporate which manages#####%or advises such collective investment$$$$/$'vehicle and the Affiliates of that body%%%%0%(corporate but not including any of their&&&&'&respective portfolio companies;'''((((b)(/('an individual, any spouse and/or lineal))))0)(descendants by blood or adoption, or any****0*(person or persons acting in its or their++++2+*capacity as trustee or trustees of a trust,,,,0,(of which such individual is the settler,:2or any body corporate which is owned or controlled.....by any of the above;///000(c)010)a limited partnership the partners of the11111%limited partnership or their nominees222222*or a nominee or trustee for the person, or333363.any investors in a fund which holds interests,4444.4&directly or indirectly, in the limited5555/5'partnership including, in the case of a6666.6&limited partnership which is a vehicle777757for collective investment, any body corporate888808(which manages or advises such collective99999%investment vehicle and the Affiliates::::0:(of that body corporate but not including;;;;4;,any of their respective portfolio companies;<<<<<and===>>>(d)>0>(a trust, the beneficiaries of the trust,??D
l4kI%[oKP"]R.@ABCDEFGHIJKLM@@3@+and Affiliate shall also include any personAA7A/which is an Affiliate of a person in paragraphsBB2B*(a) to (d) of this definition, and withoutCCCprejudice to the above:DDDEEE(i)E1E)Stijn Van Rompay, Pieter Van Rompay, LeonFFFF4F,Van Rompay, Uteron Pharma Invest BurgerlijkeGGGG6G.Maatschap and Alter Pharma shall be AffiliatesHHHHHof each other;IJ$K____________________________1L)Created by Morningstar Document Research.0M(http://documentresearch.morningstar.com/ ^Iw!=PF0*8X>
@MMLLKKCCBBAA@@
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }}$ }}$ }U5
U
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:
(ii)
1
)François Fornieri, Yima and Mithra.&shall be Affiliates of each other; and
(iii)
.
&JeanMichel Foidart and Majocepi shall#be Affiliates of each other Agreement.&this share purchase agreement together)!with the Annexes and the ExhibitsAnnual Accounts2*the audited annual accounts of each of the0(Companies as of the Annual Accounts Date5comprising the balance sheet as of the Annual/'Accounts Date for each of the Companies1)and the profit and loss statement of each1)of the Companies for the period ending on/'the Annual Accounts Date, together with0(any explanatory notes or reports thereto.&and other documents which are required0(by law to be annexed to such accounts at#folder 2.1 of the Data RoomAnnual Accounts Date31 December 2011D lwk_S(F.~!9Tr3 !"#$%&'()*+,./0123456789:;<=>?
!Annex!3!+any annex to the Sellers Warranties or this""" Agreement##$Alyssa$4$,a product containing an intra uterine device%%0%((which as at the date of this Agreement,&&3&+is intended to have a frame that is thinner''/''than Levosert) releasing a hormone in a((.(&lowdose (as compared to Mirena) being));)3on average no more than 20mcg/day of levonorgestrel**8*0in the first year of use, such product providing++,+$protection against pregnancy, and/or,,3,+treats menorrhagia and/or other indications2*contemplated by the Company at the Closing..0.(Date (the Alyssa Indications ) which is,//6/.at the date of this Agreement, being developed00/0'by Uteron Pharma Technologies under the111project name Alyssa22!3Alyssa Derivative Product313)with respect to Alyssa, any other product44/4'for any of the Alyssa Indications which5565.is based on or constitutes further development66.6&of the Company s Intellectual Property77.7&rights and/or KnowHow in existence as88/8'at the Closing Date directly related to99.9&Alyssa wherein the relevant dimensions::4:,of the frame do not exceed the corresponding;;*;"and relevant dimensions of Mirena.<<<==1=)For purposes of this Agreement, an Alyssa>>1>)Derivative Product would exclude, without??2?*limitation, any intrauterine device systemDMlgO^r9PPj?@ABCDEFGHIJKLMNOPQRST@@0@(with a hormone elastomer core around theAA1A)vertical stem of an integrated premouldedBB3B+T frame, a nonhormonal intrauterine deviceCC0C(system, or other implantable devices forDDDany indicationEEFAlyssa IndicationsF.F&as defined in the definition of AlyssaGGHArticleH$Han article of this AgreementIIJArticles of AssociationJ8J0the articles of association ( statuten/statuts )KK6K.of Uteron Pharma and, as the context requires,LL1L)each of the Subsidiaries as disclosed at:MMMNNN(a)N4N,folder 22.40, file 3 of the Data Room in theOOOOOcase of Uteron Pharma;PQ$R____________________________1S)Created by Morningstar Document Research.0T(http://documentresearch.morningstar.com/.g&D=PF0*8X>
@7TTSSRRLLKKJJHHFFDDCCBBAA@@??>>==;;::998877665544331100//..,,++**))((''&&%%$$""!!
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }a}$ }}$ }2
S
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: (b) 2 *folder 21.1.1.2.2, file 1 of the Data Room
in the case of Estatra;(c)2*folder 21.1.1.2.3, file 1 of the Data Room
in the case of Fendon;(d)2*folder 21.1.1.2.4, file 1 of the Data Room&in the case of Odyssea Pharma;(e)2*folder 21.1.1.2.5, file 1 of the Data Room0(in the case of Uteron Pharma Operations;and(f)2*folder 21.1.1.2.6, file 1 of the Data Room1)in the case of Uteron Pharma Technologies
Assurances0(any warranty, representation, statement,4,assurance, covenant, agreement, undertaking,%indemnity, guarantee or commitment of4,any nature whatsoever (actual or contingent) Authority2*any international, national, governmental,1)federal, community, regional, provincial,D
lwk_S[7XqeAs[l !"#$%&'()*+,./0123456789:;<=>? 7 /municipal or other public or judicial authority!!5!of the United States of America, the European""9"1Union, Belgium or any other relevant jurisdiction##$Belgian GAAP$1$)the accounting Laws, rules and principles%%2%*generally accepted in Belgium with respect&&&to annual accounts''(Blacklisted Entity(/('any person that appears or has appeared))2)*on or is owned or controlled by parties on**/*'the sanctions lists (or equivalent) of:++7+/(i) the United Nations; (ii) the US Government;,,/,'(iii) the European Union; (iv) Belgium;1)and/or (v) any other equivalent authority../.'or government in other territories with//3/+jurisdiction in relation to the enforcement00'0of sanctions or Export Controls112
BNP Leases202(the following leasing agreements entered33.3&into between Odyssea Pharma and Uteron4464.Pharma and BNPP in accordance with the general5515)terms and conditions: Contrat de location6626*U0009355  leasing of 0001 Matériel7737+de telephone divers téléphone8838+dated 29 June 2012, and Contrat de location99=95U0014525  leasing of 0001 Imprimante multifonctions::1:)canon 2x LBP7680CX+ ACC dated 11 December;;0;(2012 at document 22.8.1 of the Data Room<<=BNPP="=BNP Paribas Lease Group SA>>?Business?0?(the business carried on by the Group andD?l\HOf<$2HS@ABCDEFGHIJKLMNOPQR@@1@)each of the Companies, being as currentlyAA1A)carried on, including but not limited to,BB'Bthe development of the ProductsCCDBusiness DayD1D)any day that is not a Saturday, Sunday orEE1E)official public holiday in Belgium or theFF FUnited States of AmericaGGHBusiness IPH0H(all Intellectual Property which is ownedII1I)or which is or has been used or exploitedJJ2J*in the Business by the Group including allKKK%Intellectual Property in the productsLL.L&and services supplied and/or developedMMMby the CompaniesNO$P____________________________1Q)Created by Morningstar Document Research.0R(http://documentresearch.morningstar.com/*hf#e)mXL@=PF0*8X>
@0RRQQPPMMLLKKJJIIHHFFEEDDBBAA@@??==;;::998877665544332200//..,,++**))((&&%%$$""!!
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }m)}$
X
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: Business Names " as defined in Article 20.1
Cash1)all monetary balances in hand or credited3+to any account with a financial institution
0
(on the date of Closing (and any interest1)accrued on those balances as at the close0(of business on the date of Closing), but3+excluding any Trapped Cash and any monetary4,amounts included within the Working Capital,4,as extracted from the Net Debt Balance Sheet.&in accordance with Part 1 of Exhibit 4Civil Company Members4,persons who are members of the Civil Company6.and Uteron Pharma Invest Bergerlijke Maatschap7/details of who are set out in Part 2 of Exhibit7/3.1 (for the sake of clarity, the Civil Company80Members are bound by the terms of this Agreement1)as if they were named herein as a Seller)
Claim6.any claim in respect of any breach of or claim7/under, the Sellers Warranties, the Indemnities,1)(where applicable and not otherwise dealt7/with in the Tax Deed) the Tax Deed or any otherD
lwk_Sbz.?x&,p !"#$%&'()*+,./0123456789:;<=>? 1 )obligations under this Agreement or under!!.!&any of the other Transaction Documents""!#Claims Distribution Ratio#5#the proportion of a Seller s share of a Claim$$2$*which shall calculated on a pro rata basis%%*%"to its share of the Purchase Price&&'Closing'0'(the completion of the Transaction on the(((Closing Date))*Closing Date*9*1a date to be agreed by the Sellers Representative++0+(and the Purchaser that shall be the date,,3,+on which all conditions precedent set forth1)in Article 8, which have not been waived,../.'are satisfied or that falls within five//(/ (5) Business Days after such day001Colvir1/1'a local treatment containing the active22/2'ingredient cidofovir delivered in a gel33<34in conjunction with a cervical cap or alternatively,44941in a bioadhesive gel for cervical intraepithelial5505(neoplasia induced by the human papilloma6606(virus infection (the Colvir Indication )7757which is, at the date of this Agreement being88.8&developed by Femalon under the project999name Colvir::*;"Colvir Condition Satisfaction Cost;!;as defined in Article 3.5<<!=Colvir Derivative Product=1=)with respect to Colvir, any other product>>0>(for the Colvir Indication which is based???%on or constitutes further developmentDliQS;?W_g~4v@ABCDEFGHIJKLMNOPQRSTUVW@@2@*of the Colvir Intellectual Property rightsAA6A.and/or KnowHow in existence as at the ClosingBB5BDate and which is directly related to Colvir.CCCDDDEE0E(For purposes of this Agreement, a ColvirFF1F)Derivative Product would exclude, withoutGGG%limitation, a noncidofovir gel basedHHHproductIIJColvir Escrow AmountJJUSD 500,000KK'LColvir Escrow Release ConditionL2L*the acquisition of ownership of, or rightsMM/M'to use on terms reasonably satisfactoryNN0N(to the Purchaser, by Femalon (or anotherOO3O+member of the Purchaser s Group) the ColvirPP5PIPR in existence as at the Closing Date ownedQQ,Q$by Université de LiégeRR'Rand Universite de Bruxelles butST$U____________________________1V)Created by Morningstar Document Research.0W(http://documentresearch.morningstar.com/4q`{._GC[=PF0*8X>
@@WWVVUURRQQPPOONNMMLLJJHHGGFFEEBBAA@@??>>==;;998877665544332211//..,,++**((''%%$$##!!
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }%}$ }}$ }2
W
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: 1 )that are not at the Closing Date owned by
6
.the Company so that all such rights are wholly/'owned or freely exploitable without any/'royalty or payment by any member of the
0
(Purchaser s Group free from Encumbrances0((other than those created by a member of0(the Purchaser s Group after Closing) and7/with all consents required for such acquisition0(or licence (including, if necessary, the3+Colvir Walloon Consent) having been grantedColvir Indication.&as defined in the definition of Colvir
Colvir IPR,$the Intellectual Property, Knowhow,.&rights in clinical data and regulatory2*approvals in existence at the Closing Date0(arising from the Colvir Project coowned7/or otherwise owned or held by Université3+de Liége and Universite de BruxellesColvir Options(a)0(the option agreement between Femalon and2*Mithra dated 1 June 2011 together with the/'addendum thereto dated 6 June 2011; andD5
lwk_SxJ_3O !"#$%&'()*+,./0123456789:;<=>? !!!(b)!0!(the assignment agreement between Femalon"""""%and Université de Liége####1#)entered into on or about the date of this$$$$$
Agreement,%%&&.&&pursuant to which Femalon acquired all''8'0Colvir IPR owned by Mithra and Université((0((de Liége, copies of which are set))/)'out at document 20.8.1.2.4 and document**!*22.30.56 of the Data Room++,Colvir Project,,,$the Interuniversity research program.&organized under the sponsorship of the...%Walloon Region between the University//;/3of Liege, Laboratoire de technologie Pharmaceutique00.0&et Biopharmacie (ULgLPG), Laboratoire111%d Anatomie et Cytologie Pathologiques2222*(ULgLACP), Département de Biologie33.3&des Tumeurs et du Développement4444,(ULgLBTD), Laboratoire de Chimie Analytique555%(ULgCA), the University of Brussels,6606(Laboratoire de Recherche en Reproduction7717)Humaine (ULBLRH) and Mithra encompassing8868.both specific preclinical studies, development99/9'of an original formulation and clinical::/:'studies of Cidofovir either alone or in;;2;*association with other agents, the several<<1<)tasks, objectives and milestones of which==6=.are described in an annex to the Colvir Biowin>>/>'project agreement between those parties??DluiQgq'=\w*BU@ABCDEFGHIJKLMNOPQRSTUV@Colvir Purchase Price@0@(the exercise price payable by Femalon toAA4A,Mithra upon completion of its Colvir Option,BB8B0in an amount of EUR 500,000 (plus any applicableCC3C+VAT (so as to be amounts payable in respectDD2D*of the Colvir Options on or about Closing,EE1E)but to exclude any deferred considerationFF6F.or royalties payable under the Colvir Options)GGHColvir Walloon ConsentH2H*the consent from the Walloon Region to theII1I)transfer of the Colvir IPR to a member ofJJ2J*the Purchaser s Group in a form reasonablyKK%Ksatisfactory to the PurchaserLL'MCommercially Reasonable EffortsM2M*with respect to the efforts to be expendedNN0N(by a person to achieve the Milestones orOO/O'any other objective hereunder which arePP4P,expressed to require Commercially ReasonableQQ,Q$Efforts , using the degree of skill,RS$T____________________________1U)Created by Morningstar Document Research.0V(http://documentresearch.morningstar.com/2O^CgOKs=PF0*8X>
@<VVUUTTQQPPOONNMMKKJJIIHHFFEEDDCCBBAA@@>>==<<;;::99887766554433221100//..,,**))((''&&
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }I }$ }}$ }:
S
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: 2 *effort, diligence, expertise and resources
5
and taking such steps which are substantially3+equivalent to the skill, effort, diligence,.&expertise and resources and steps that
3
+a company in the pharmaceutical (or medical80device as the case may be) industry of a similar/'size and standing would normally use or3+take under similar circumstances to Develop,$and commercialise the pharmaceutical3+product (or medical device) in the relevant91territories at a similar stage in its development7/or product life and of similar market potential7/taking into account certain factors, including,but not limited to:(a)3+the probability of the relevant Development%or commercialisation being successful1)(including with regard to the probability+#of obtaining regulatory approvals);(b)80the cost of Developing the Product or Derivative4,Product in question and obtaining regulatory.&approval for the Product or DerivativeD
lwk_Sx)? 5 Product in question (having regard to Article!!!!!5.3(a));"""###(c)#0#(the anticipated profitability, including$$$$3$+factors such as the expected profit margin,%%%%/%'the volume of sales and the anticipated&&&&3&+period during which the product in question''''1')will be commercially viable but excluding((((!(payments under Article 5;)))***(d)*0*(the potential efficacy of the Product or++++'+Derivative Product in question;,,,(e)6.the safety record of the Product or Derivative.....Product in question;///000(f)000(the effect of approved labelling of such1111/1'Product or Derivative Product, it being2222/2'anticipated that the approved labelling33333may change over time;444555(g)535+the competitiveness of alternative products6666.6&in the marketplace, including both the777707(cost and effectiveness of such competing88888
products; and999:::(h):1:)the patent and other proprietary position;;;;;%of the Product or Derivative Product.<<==2=*It is anticipated that the level of effort>>0>(may change over time, reflecting changes??2?*in the status of the Product or DerivativeDlS/a2Rf(tP K@ABCDEFGHIJKLMNOPQR@@@Product.AAABB/B'In determining whether the Purchaser orCC9C1any member of the Purchaser s Group has exercisedDD,D$Commercially Reasonable Efforts withEE1E)respect to a Milestone or other objectiveFF1F)for a Product, no account may be taken ofGG5Gany other product(s) being developed (whetherHHH%alone or in combination with others),II:I2owned or licensed by any member of the Purchaser sJJ%JGroup other than the ProductsKKLCompanyL4L,any company in the Group and Companies shallMM$Mmean any one or more of themNO$P____________________________1Q)Created by Morningstar Document Research.0R(http://documentresearch.morningstar.com/*he{.>NB6=PF0*8X>
@ RRQQPPMMLLJJIIHHGGFFEEDDCCBB@@??>>==
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }!}$ }}$ }8
Y
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: Compensation 3 +any amount to be paid by the Sellers or any
7
/one of the Sellers to the Purchaser as a result
of a Claim
Conditions
/
'the conditions precedent to Closing setout in Article 8.1 Confidential Information,$all technical, financial, commercial/'and other information of a confidential2*nature relating to the Business, including4,without limitation, trade secrets, knowhow,7/inventions, product information and unpublished,$information relating to Intellectual6.Property, object code and source code relating2*to Software, marketing and business plans,/'projections, current or projected plans4,or internal affairs of the Companies, secret#or confidential information!Confidentiality Agreement!as defined in recital (D)Conversion Rate.&the spot selling and buying midmarket.&closing rate for a transaction betweenD lwk_Si;# 7Ja"
!"#$%&'()*+,./0123456789:;<=>? 0 (the two currencies in question as quoted!!2!*by the European Central Bank (at noon GMT)""1")on any date on which a conversion rate is##0#(to be determined in accordance with this$$0$(Agreement or, if that rate is not quoted%%0%(on that date, on the first preceding day&&$&on which that rate is quoted''(Counsel((either:)))***(a)*2**an independent Queen s Counsel in a London++++1+)company and commercial chambers with more,,,,6,.than 10 years call and experienced in disputes.&arising out of agreements for the sale....5.and purchase of companies governed by English////2/*law as reasonably agreed in writing by the000020*Sellers Representatives and the Purchaser;1111
1or222333(b)373/in default of such agreement within 10 Business4444/4'Days of the Sellers Notice being given,555525*an independent Queen s Counsel in a London6666,6$company and commercial chambers with7777/7'more than 10 years call and experienced888818)in disputes arising out of agreements for999939+the sale and purchase of companies governed::::6:.by English law as nominated on the application;;;;0;(of either party by the President for the<<<<1<)time being of the Law Society for England===== and Wales>>?Counsel s Estimate?%?as defined in Article 16.2(b)Dlf5OzV\&]@ABCDEFGHIJKLMNOPQRSTUVWX@@ACure NoticeA$Aas defined in Article 5.4(b)BBCCure PeriodC$Cas defined in Article 5.4(b)DD#EData Protection LegislationE3E+all legislation relating to data protectionFF.F&and to the recording, interception andGG0G(monitoring of communications and privacyHH0H(including without limitation the EU DataII2I*Protection Directive 95/46/EC, the PrivacyJJ4J,and Electronic Communications (EC Directive)KK.K&Regulations 2003, Part 1 Regulation ofLL0L(Investigatory Powers Act 2000 as amendedMM1M)and any analogous legislation in any partNN8N0of the world, the 8 December 1992 law on privacyOOO%( Loi Vie Privée/Privacywet ),PP4P,the royal Decrees enforcing it and the otherQQ,Q$applicable Belgian regulations whichRR1R)are listed on the web site of the BelgianSS>S6Privacy Commission ( http://www.privacycommission.be )TU$V____________________________1W)Created by Morningstar Document Research.0X(http://documentresearch.morningstar.com/6$:"n"8Uh yma9=PF0*8X>
@0XXWWVVSSRRQQPPOONNMMLLKKJJIIHHGGFFEECCAA??((&&%%$$##""!!
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }}$ }}$ }:
O
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:
Data Room
3
+the virtual data room provided by SmartRoom.&and administered by Jefferies relating6.to the Transaction as at 11.59pm on 18 January
1
)2013, an index to which has been provided3+to, but not been verified by, the PurchaserDebt3+the aggregate of the following obligations,,$whether or not then due and payable:(a)0(the aggregate of fixed amounts repayable0(by the Companies pursuant to Grants that7/have been received in full at or before Closing1)where such payments are not linked to thesuccess of a Product;(b)1)pro rata obligations in relation to fixed4,disbursements in respect of Grants partially&received at or before Closing;(c).&all monies borrowed or raised (whether2*or not on normal commercial lending terms,1)under the Facilities or upon the issue ofDv
lwk_S]oW1b ^: !"#$%&'()*+,./0123456789:;<=>? 2 *bills, bonds, notes or loan stock) and any!!!!.!&accrued interest payable in respect of"""""
those monies;###$$$(d)$/$'obligations under all finance leases or%%%%/%'hire purchase agreements, excluding any&&&&.&&operating leases but including the ING'''''Leases;((()))(e))4),declared and/or accrued but unpaid dividends****1*)(other than dividends due from one member++++5+of the Group to another member of the Group);,,,(f)0(receivables sold or discounted otherwise....%.than on a nonrecourse basis;///000(g)00%all payment obligations under foreign11111%exchange contracts and all derivative2222.2&instruments (including any interest or333313)currency protection, hedging or financial444414)future transactions) that will be payable5555850upon termination (assuming they were terminated)6666/6'including the notional termination cost777777/of the Swap as at 31 December 2012 as certified888858by Pricewaterhouse Coopers being EUR 624,000;999:::(h):0:(any guarantee, counterindemnity, letter;;;;1;)of credit, indemnity or similar assurance<<<</<'against the financial loss of any other=====person;>>>???(i)?8?0any amount in respect of the sale or discountingDE
l8e]9iu3l8d@t@ABCDEFGHIJKLMN@@@@3@+of a member of the Group s rights or assetsAAAA6A.in return for funding in the nature of financeBBBB/B'and any other off balance sheet financeCCCC1C)(excluding for the avoidance of doubt anyDDDDDWorking Capital);EEEFFF(j)F/F'any liabilities for Tax (including, forGGGG/G'the avoidance of doubt, tax accrued butHHHH1H)not yet paid) (to the extent not providedIIII Ifor in Working Capital);JK$L____________________________1M)Created by Morningstar Document Research.0N(http://documentresearch.morningstar.com/"a/gth\4=PF0*8X>
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }$}$ }}$ }}$ }U5
O
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: (k) 2 *any unfunded liabilities under the Pension
Schemes;(l)0(any deferred or contingent consideration
2
*payable in connection with the acquisition.&of any share capital, business, asset,,$intellectual property or undertaking5including to the extent not paid by a Company%in full on or before Closing:(i)1)any amounts of the Estetra Fixed Purchase0(Price or Estetra Deferred Purchase Price4,payable to Pantarhei pursuant to the EstetraCall Option;(ii)3+any amounts of the UPT Fixed Purchase Price.&or UPT Deferred Purchase Price payable2*to UPT Saffel or Navitrade pursuant to theUPT Options; and
(iii)"the Colvir Purchase Price;(m)3+all bonuses or exit or termination paymentsDlwk_SR.a61& !"#$%&'()*+,./0123456789:;<=>? . &to Employees and Workers excluding any!!!!.!&retention bonus agreed, with the prior""""/"'written consent of the Purchaser, to be####1#)paid by any of the Companies to Employees$$$$$or Workers;%%%&&&(n)&1&)other items in the nature of indebtedness''''3'+(but for the avoidance of doubt, excluding,((((1()save as referred to in (a) and (b) above,))))0)(Grants and trading payables provided for****$*in the Working Capital); and+++,,,(o),2,*any amounts payable in the nature of costs2*and/or fees on the termination, repayment,....0.(prepayment or cancellation of any of the/////above,001141,but for the avoidance of doubt not including2232+any amounts owed by one member of the Group33&3to another member of the Group44&5Deferred Grants Purchase Price5$5as defined in Article 3.7(a)667Deferred Purchase Price7(7 as defined in Article 3.1(a)(ii)88&9Deferred Purchase Price Grants9.9&the Grants with the following contract::4:,numbers in the table or Grants in the agreed;;
;form:<<<===(a)=~
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }0.}$ }}$
Z
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: "
Deferred Transaction Costs
1
)any third party financial, legal or other5advisor costs or expenses (and any applicable/'VAT or equivalent) incurred (but unpaid
/
'prior to Closing) by any Company to the1)extent relating to the Transaction or any3+previous contemplated transaction involving2*the issue, sale and purchase of securities%(including an initial public offering.&of securities issued by Uteron Pharma)0(excluding the Initial Transaction Costs.1)Any costs or expenses (and related VAT if.&applicable) incurred (but unpaid prior3+to Closing) by any Company of the following/'advisers shall be deemed to be DeferredTransaction Costs:(a)
Nauta Dutilh;(b)Paris Smith LLP;(c)Lawford Davies Denoon;D lwk_S/Lf9iEb !"#$%&'()*+,./0123456789:;<=>? (d) Allen & Overy;!!!"""(e)""
Jefferies;###$$$(f)$$VMB (tax advisors); and%%%&&&(g)&&DKW & Partners''.(&Definitive Securities and Distribution(/('the share capital table to be delivered
)Table)0)(by the Sellers to the Purchaser pursuant***to Article 9.7++,Derivative Product,,%the Alyssa Derivative Product, Colvir.&Derivative Product, Diafert Derivative..2.*Product, Estelle Derivative Product and/or//#/Vaginate Derivative Product001Determination Date1810the date on which Net Debt is finally determined222pursuant to Article 4.2334Development404(in relation to a Product or a Derivative5535+Product, the use of Commercially Reasonable6656Efforts to develop that Product or Derivative77.7&Product with a view to commercialising8858that Product or Derivative Product, including9909(but not limited to, preclinical testing,::1:)toxicology, formulation, market research,;;3;+clinical trials and dealing with regulatory<<6<.affairs, applying for and obtaining regulatory==/='approvals and Launching such Product or>>/>'Derivative Product and Develop shall be???construed accordinglyD
lF"[CO7DL4=V h@ABCDEFGHIJKLMNOPQRSTUVWXY@@ADiafertA0A(an immunoassay that assists in oocyte orBB3B+embryo selection by quantifying GCSF levelsCC5Cfound in follicular fluid during any assistedDDD%reproduction procedure with a view toEEE%enhancing the pregnancy success ratesFF0F(which is, at the date of this Agreement,GG4G,being developed by Femalon under the projectHHHname DiafertII"JDiafert Derivative ProductJ2J*with respect to Diafert, any other productKK4K,or service which assists in oocyte or embryoLL2L*selection by quantifying GCSF levels foundMM/M'in follicular fluid during any assistedNN7N/reproduction procedure with a view to enhancingOO2O*the pregnancy success rates which is basedPPP%on or constitutes further developmentQQ2Q*of the Intellectual Property rights and/orRR0R(KnowHow directly related to Diafert andSSS%the immunoassay incorporates at leastTTTone monoclonal antibodyUV$W____________________________1X)Created by Morningstar Document Research.0Y(http://documentresearch.morningstar.com/8Fcy.Da&=PF0*8X>
@
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }}$
U
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:
1
)For purposes of this Agreement, a Diafert1)Derivative Product would exclude, without1)limitation, any GCSF product that is used
.
&for an indication outside of improving4,implantation rates or a nonGCSF immunoassayDisclosed Information1)subject always to the requirement of fair2*disclosure, any information: (i) disclosed2*in the Disclosure Letter, (ii) only to the2*extent specified in the Disclosure Letter,/'in the Data Room documents specifically3+referenced in the Disclosure Letter against91the Sellers Warranties to which those disclosures4,relate, or (iii) contained in this Agreement5or the Exhibits or Annexes. For the avoidance0(of doubt, the Parties agree that none of/'the information in the Data Room and/or2*the Data Room documents referred to in the7/Disclosure Letter is or are generally disclosedor deemed disclosedDisclosure Letter5the letter of the same date as this AgreementD lwk_SMfNPhr&: !"#$%&'()*+,./0123456789:;<=>? / 'provided by the Sellers Representatives!!+!#to the Purchaser in the agreed form""#Director#J#Bany member of the board of directors ( bestuurder/administrateur )$$6$.of Uteron Pharma or of any of its Subsidiaries%%2%*and, if such member is a legal entity, its&& &permanent representative''(Distribution Ratio(/('the Claims Distribution Ratio where the))1))term is used in relation to Claims or the***%Proceeds Distribution Ratio where the++0+(term is used in relation to the Purchase,,
,Price.Distributor.5.any Person that sells a Product or Derivative//1/)Product in accordance with a distribution00.0&agreement concluded with any member of111the Purchaser s Group223
Due Amount303(the amount (if any) due to the Purchaser44+4#on a Claim being finally determined556 Employees636+any employee, part time employee, temporary7747,employee or home worker with employee status8838+of a member of the Group and Employee shall999mean any one of them::;Employee Warrant Plan;5;the offer and issue to Employee and Directors<</<'by the Company of the Employee Warrants==>Employee Warrants>3>+the 53,000 warrants issued by Uteron Pharma??2?*for the benefit of directors and employeesD
lnVHJtH0{#L4k@ABCDEFGHIJKLMNOPQRST@@2@*on 17 December 2010 with an exercise priceAA.A&per warrant of EUR 67.5676 as includedBB0B(at document 20.1.6.2.5, File 1 to 142 ofCC3C+the Data Room: UP 20101217 and UP rapportDD1D)special CA art 583 20101217 at documentEE0E(20.1.6.2.5 of the Data Room , as amendedFF1F)by resolution of the shareholders meetingGG;G3of 9 September 2011 and UP acte notar. augmentationHH7H/capital  nomination  modifications 20110909IIJEncumbranceJ7J/any interest or equity of any person (includingKK0K(any right to acquire, option or right ofLLL%preemption) or any pledge, mortgage,MMM%charge, lien, assignment, attachment,NN2N*usufruct, title retention, option or otherOO!Osimilar security interestPQ$R____________________________1S)Created by Morningstar Document Research.0T(http://documentresearch.morningstar.com/.h4=%{2^RF=PF0*8X>
@?TTSSRROONNMMLLKKJJHHGGFFEEDDCCBBAA@@??>><<;;9988776644331100//..,,++**))((&&%%$$##!!
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }}$ }}$
Z
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:
Environment
1
)any and all organisms (including humans),1)habitats, ecosystems, property (including+#buildings) and the following media:
(a)/'air (including air within buildings and5the air within natural or manmade structures6.and enclosures whether below or above ground);(b),$water (including territorial waters,.&coastal and inland waters, surface and5ground waters and waters in wells, boreholes,drains and sewers); and(c)3+land (including surface land and subsurface4,strata and sea beds and river beds, wetlandsor flood plains)Environmental Laws4,all international, European Union, national,/'federal, state or local laws (including5common and statute law and civil and criminal,$law) and all subordinate legislation3+and regulatory codes of practice (includingDv
lwk_SBqzLk= !"#$%&'()*+,./0123456789:;<=>? 4 ,statutory instruments, permits, regulations,!!!%treaties and conventions) relating to""/"'Environmental Matters which are or were##9#1binding on a Company in the relevant jurisdiction$$3$+in which a Company is or has been operating%%&Environmental Matters&0&(any matter relating to the protection of''2'*the Environment or the management of Waste(()Escrow Account)4),the bank account opened by the Escrow Agents**4*,to be opened with the Royal Bank of Scotland+++%plc in accordance with Article 3.2(a),,
Escrow Agents)!SJ Berwin LLP and Paris Smith LLP../Escrow Agreement/0/(the agreement, in the agreed form, to be000%signed by the Sellers Representatives1141,(on behalf of the Sellers) and the Purchaser22.2&instructing and authorising the Escrow3323*Agents to establish and operate the Escrow444Account556
Escrow Amount6.6&USD 15,000,000 (fifteen million United77.7&States Dollars) (such amount including88!8the Colvir Escrow Amount)99:Escrow Release Date:1:)the date that is 24 calendar months after;;;the date of Closing<<=Estelle=1=)an oral contraceptive containing estetrol>>0>((E4) either alone or in combination with??2?*any type of progestin. At the date of thisD
lgx`;8 {+hPrZW@ABCDEFGHIJKLMNOPQRSTUVWXY@@2@*Agreement, this project is being developedAA6A.by Estetra as a combination oral contraceptiveBBB
named EstelleCC"DEstelle Derivative ProductD/D'with respect to Estelle, any other oralEE/E'contraceptive product which is based onFFF%or constitutes further development ofGG/G'the Intellectual Property rights and/orHH/H'KnowHow in existence as at the ClosingII)I!Date directly related to Estelle.JJJKK2K*For purposes of this Agreement, an EstelleLL1L)Derivative Product would exclude, withoutMMM%limitation, any contraceptive productNN+N#that does not contain estetrol (E4)OO!PEstelle Reference ProcessP.P&the process (a synthetic pathway) usedQQ0Q(by Cambridge Major Laboratories in WeertRR5R(Netherlands) on behalf of Estetra to produceSS3S+estetrol used in the phase 2 clinical trialTT'Tperformed in respect of EstelleUV$W____________________________1X)Created by Morningstar Document Research.0Y(http://documentresearch.morningstar.com/8g`/gC;yJ>2
=PF0*8X>
@@YYXXWWTTSSRRQQPPNNMMLLKKIIHHGGFFEEDDBBAA@@??>>==;;::8877664433221100//++**))''&&$$##""!!
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }%}$ }}$
V
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: Estetra 1 )Estetra SA, with registered office at Rue
4
,du Travail 16, 4460 Gr ceHollogne, Belgium,6.registered with the Register of Legal Entities4,(Liège) under the number 0818.257.356
Estetra Call Option80the call option in the agreed form to be entered%into between Uteron Pharma, Pantarhei5and Estetra upon the exercise of which Uteron0(Pharma can acquire all of the securities:2in Estetra that it does not own (so that following80exercise Uteron Pharma shall own all outstanding5securities (including all rights to subscribe#for securities) in Estetra)'Estetra Deferred Purchase Price1)any deferred purchase price to be paid to.&Pantarhei pursuant to the Estetra Call2*Option, being up to two payments totalling*"no more than EUR 2,000,000, being:(a)2*up to 2 million Euros upon the achievement.&of the Milestone in Article 5.1(d)(i),0(depending on the Yield achieved (as more%particularly specified in the EstetraD
lwk_S[ :TYL+ !"#$%&'()*+,./0123456789:;<=>? Call Option); and!!!"""(b)"1")the balance (if any) of the EUR 2,000,000####3#+on the achievement of the Milestone Payment$$$$$in Article 5.1(d)(ii);%%$&Estetra Fixed Purchase Price&2&*the fixed part of the purchase price to be''0'(paid by Uteron Pharma upon completion of((1()the Estetra Call Option, which is payable))1))in cash being EUR 4,000,000 and the issue**#*of the Pantarhei Securities++,Estetra Purchase Price,5,the total purchase price to be paid by Uteron3+Pharma and/or any of its Subsidiaries under..2.*the Estetra Call Option, which is composed////'of the Estetra Fixed Purchase Price and00+0#the Estetra Deferred Purchase Price112Estimated Net Debt2/2'minus USD 14,462,997 (fourteen million,3313)four hundred and sixty two thousand, nine44.4&hundred and ninety seven United States55)5!Dollars), being a negative number66%7Estimated Net Working Capital717)minus USD 2,157,000(United States Dollars8808(two million, one hundred and fifty seven99*9"thousand), being a negative number:::;Existing Security;;(a);/;'the assignment by Uteron Pharma to ING,<<<<7</in relation to the ING Facility, of all current====/='and future receivables of Uteron Pharma>>>>.>&from third parties pursuant to article????A?952 of the general terms and conditions ( RéglementDl'nVSH`W
FK@ABCDEFGHIJKLMNOPQRSTU@@@@5@Général des Opérations )AAAAAof INGBBBCCC(b)C/C'the pledge by Uteron Pharma and OdysseaDDDD6D.Pharm to ING, in relation to the ING Facility,EEEE2E*of all claims of Uteron Pharma and OdysseaFFFF;F3Pharma on to ING and on third parties in accordanceGGGG4G,with the general credit terms and conditionsHHHH0H(( Règlement GénéralIIII$Ides Crédits ) of ING;JJJKKK(c)K8K0the pledge by Uteron Pharma to BNPP, in relationLLLL0L(to the leasing agreement with BNPP datedMMMM/M'11 December 2012, of all receivables ofNNNN6N.Uteron Pharma from third parties in accordanceOOOO8O0with the general terms and conditions applicablePPPP"Pto such leasing agreement;QR$S____________________________1T)Created by Morningstar Document Research.0U(http://documentresearch.morningstar.com/0U1a$hDq8=PF0*8X>
@@UUTTSSPPOONNMMLLKKIIHHGGFFEEDDCCAA@@??>>==<<;;9988775544332200//..,,**))((''&&$$##""
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }0}$ }}$ }}$ }:
S
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: (d) 0 (the pledge by Odyssea Pharma to BNPP, in
.
&relation to the leasing agreement with7/BNPP dated 11 December 2012, of all receivables/'of Odyssea Pharma from third parties in
8
0accordance with the general terms and conditions%applicable to such leasing agreement;(e)2*the undertaking by each of François0(Fornieri, JeanMichel Foidart (on behalf.&of Majocepi), Stijn Van Rompay, Pieter2*Van Rompay and Bernard Jolly to in certain2*circumstances subscribe for further shares7/in Uteron Pharma as part of a capital increase,4,or otherwise provide funds to Uteron Pharma,0(to enable Uteron Pharma to repay the ING Facility;(f)/'the undertaking by each of Mithra, UPT,%Themis Holding SA and FrançoisFornieri to:(i)2*pay up the share capital of Odyssea Pharma80in the amount of EUR 2,000,000 if the productionDlwk_S6hwHEv !"#$%&'()*+,./0123456789:;<=>? 5 of Levosert was started (to be by 31 December!!!!!! !2010 at the latest); and""""#####(ii)#1#)compensate any cost overrun linked to the$$$$$$$%real estate project of Odyssea Pharma%%&Export Controls&8&0the prohibition or regulation of the exportation''.'&of goods or services (including goods,((5(services or technology exported in connection))2)*with the Business) to certain destinations**0*(or in certain circumstances as specified++4+,by the laws of: (i) the United Nations; (ii),,4,,the United States; (iii) the European Union;2*(iv) Belgium; and/or (v) any other country..8.0with jurisdiction in relation to the enforcement//8/0of export controls or similar trade restrictions001EUR 3.38 Warrants101(those Warrants with an exercise price of222EUR 3.38 per warrant334EUR 6.83 Warrants404(those Warrants with an exercise price of555EUR 6.83 per warrant667
Facilities777/all debentures, acceptance credits, overdrafts,88.8&loans or other financial facilities or99.9&derivative or hedging facilities which::0:(are either available to Uteron Pharma or;;1;)under which Uteron Pharma has outstanding<<5<liabilities or obligations without limitation==1=)the ING Facility but excluding the Grants>>+>#set out in the Grants Summary Table??Dlbn$9K.I1@V @ABCDEFGHIJKLMNOPQR@fairly disclosed@0@(a matter will be fairly disclosed to theAA2A*extent the matter in question is disclosedBB4B,in sufficient detail to enable the PurchaserCC7C/to identify the matter and to make a reasonableDD.D&informed decision about the nature andEE1E)effect of the matter including its effectFF7F/in respect of the Sellers Warranty in question,GG1G)and fair disclosure shall mean any matterHH Hthat is fairly disclosedIIJFemalonJ1J)Femalon SA, with registered office at RueKK4K,du Travail 16, 4460 Gr ceHollogne, Belgium,LL6L.registered with the Register of Legal EntitiesMM4M,(Liège) under the number 0836.630.344NO$P____________________________1Q)Created by Morningstar Document Research.0R(http://documentresearch.morningstar.com/*ChVi@(2=PF0*8X>
@8RRQQPPMMLLKKJJHHGGFFEEDDCCBBAA@@>>==<<;;::99887755442211//..,,++**))((''&&
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }a/}$
V
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: Femalon SPA 6 .the share sale and purchase agreement relating
/
'to one share in Femalon between Novalon2*and Uteron Pharma Operations in the agreedform
finally determined!as defined in Article 6.8'First Warrant Payment ThresholdEUR 117,366,290/'Five Major European Union Member States,$UK, France, Spain, Italy and GermanyFreehold.&an absolute right of ownership to landFSA( the Financial Services AuthorityFSMA.&the Financial Services and Markets Act~
B Gedeon Richter Agreement3+the exclusive license and supply agreements1)signed on 21 February 2011 (but dated for3+Levosert 15 on top 21 January 2011) between2*Uteron Phara Operations and Gedeon Richter'Plc in tab 4.2 of the Data RoomDlwk_SW zbqZ4h !"#$%&'()*+,./0123456789:;<=>?
!Grant!/!'any grant, subsidy, recoverable advance""1")or other similar financial award, whether##0#(or not refundable or repayable, received$$1$)by any of the Companies from any federal,%%1%)state or local governmental body or other&&/&'Authority, including but not limited to''4',those which are set out in the Grant Summary((
(Table))*Grant Summary Table*1*)the summary table of Grants in the agreed+++form,,
Group1)Uteron Pharma and the Subsidiaries, taken...
as a whole//0Group Securities030+the shares, warrants, options and any other1101(equity or debt securities of each of the222 Companies334 Guarantee4$4as defined in Article 3.4(a)556Guaranteed Obligation6$6as defined in Article 3.4(a)778Health and Safety laws848,all international, European Union, national,99/9'federal, state or local laws (including::5:common and statute law and civil and criminal;;,;$law) and all subordinate legislation<<3<+and regulatory codes of practice (including==4=,statutory instruments, permits, regulations,>>>%treaties and conventions) relating to??0?(human health and safety or the conditionDk
lKe)iQyaI@ABCDEFGHIJKLMNOPQRSTU@@2@*of the workplace which are or were bindingAA1A)on a Company in the relevant jurisdictionBB3B+in which a Company is or has been operatingCCDIFRSD2D*the accounting standards as set out in allEE+E#International Accounting Standards,FF4F,International Financial Reporting Standards,GG2G*statements of the International AccountingHH/H'Standards Board, the Standards AdvisoryII/I'Council and the International FinancialJJ*J"Reporting Interpretation CommitteeKKL IndemnityL1L)the indemnities set out in Article 17 andMM2M*Indemnities shall be construed accordinglyNNOIndemnity ClaimO2O*any claim in respect of a breach of any ofPPPthe IndemnitiesQR$S____________________________1T)Created by Morningstar Document Research.0U(http://documentresearch.morningstar.com/0ee1}/{oG=PF0*8X>
@:UUTTSSPPOOMMLLJJIIHHGGFFEEDDBBAA@@??>>==<<;;::99886644221100..++**((''&&%%$$##""!!
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }$}$ }}$
V
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: Independent Accountant either:
(a)4,an independent firm of chartered accountants1)of international repute reasonably agreed
1
)in writing by the Sellers Representativesand the Purchaser; or(b)2*in default of agreement as to the identity5of that independent firm within five Business0(Days of either party notifying the other3+of its wish to appoint an independent firm,0(a specific member of an independent firm0(of chartered accountants to be nominated1)on the application of either party by the5President for the time being of the Institute/'of Chartered Accountants in England and
WalesIndirect Tax(a)2*VAT imposed in compliance with the council3+directive of 28 November 2006 on the common/'system of value added tax (EC Directive
2006/112);D4lwk_S/eS&Z !"#$%&'()*+,./0123456789:;<=>? (b) 4 ,any other value added tax and any sales tax,!!!!6!.use tax, consumption tax or goods and services"""""tax; and###$$$(c)$4$,any other tax of a similar nature to any tax%%%%!%referred to in (a) or (b)&&'ING''ING Belqique SA(()ING Consents)0)(the consent to the Transaction in a form**0*(reasonably satisfactory to the Purchaser++
+from:,,,(a)ING;...///(b)/(/ ING Equipment Lease Belgium SPA;000111(c)11ING Lease Belgium SA,2233.3&confirming that they will not exercise444%any resulting termination rights that5545,they have under change of control provisions66,6$in any arrangements with any of them778ING Facility848,the credit facility granted by ING to Uteron9929*Pharma by letter of 15 October 2012 in the::1:)maximum amount of EUR 5,000,000, of which;;1;)the term has been extended by a letter of<<2<*30 November 2012 to 31 January 2013, : ING==2=*loan extension document (part 1), ING Loan>>.>&extension document (part 2), and copie??9?1courier Uteron Pharma du 30 11 2012 ) at documentD
l+XEiEnVs+i3@ABCDEFGHIJKLMNOPQRSTU@@@2.2.1 of the Data RoomAAB
ING LeasesB/B'the immovable leasing agreement enteredCC1C)into between Odyssea Pharma and ING LeaseDD0D(Belgium NV on 19 September 2007: OdysseaEE5E acte notarié propriétéFF/F'GraceHollogne Sep 2007 at tab 6.1.1 ofGG5Gthe Data Room; Odyssea  ING Contrat locationHH1H)GraceHollogne Sep 2007 at document 6.1.1II4I,of the Data Room; 201210 Odyssea  ING acteJJ.J&location financement 2007 avenant 2 atKK6K.document 21.4.2.5 of the Data Room and AvenantLL2L*1  Odyssea Pharma  ING lease  ImmovableMM/M'leasing agreement at folder 22.17, fileNN6N.2 of the Data Room ) and the following leasingOO/O'agreements entered into between OdysseaPP&PPharma and ING Equipment LeaseQR$S____________________________1T)Created by Morningstar Document Research.0U(http://documentresearch.morningstar.com/0?Yo$6Ld"
=PF0*8X>
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }U5}$ }}$
Q
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: 4 ,Belgium SA and governed by the general terms
/
'and conditions Odyssea  ING Cond. Gen./'Uniformes Apr2008; Cond. Gen. uniformes4, Français  2008  Clean 03 04 2008;
0
(Odyssea  ING Condition General location.&leasing Dec 2009 at folder 20.2.3.1.1,:2file 13 to 21 of the Data Room ): file 1  137779;:2file 2  138334; file 3  139034; file 4  140795;:2file 5  141973; file 6  143164; file 7  143620;3+file 8  143983; file 9  146269; file 10 3+146374; file 11  146912; file 12  148347;3+file 13  153907; file 14  153909; file 155 CG FR; file 16  ING  Lease  137779; file7/17  ING  Lease  138334 at folder 20.2.3.1.1,file 2 of the Data RoomInitial Purchase Price.&the initial purchase price referred toin Article 3.1(a)(i)4,Initial Purchase Price, Net Debt and Working0(the statement in the agreed form setting( Capital Reconciliation Statement3+out the calculation of the Initial Purchase3+Price, the Net Debt and the Working Capital EstimatesDF
lwk_Sd}31DeM% !"#$%&'()*+,./0123456789:;<=>? !!Initial Transaction Costs!0!(the third party financial legal or other""9"1advisor costs (and any related VAT if applicable)##4#,of USD 4,939,586 (four million, nine hundred$$.$&and thirty nine thousand, five hundred%%1%)and eighty six United States Dollars) set&&3&+out in the Initial Purchase Price, Net Debt''4',and Working Capital Reconciliation Statement((()Intellectual Property))(a)))%patents, utility models, trade marks,****0*(service marks, registered designs, trade++++9+1names, business names, domain names, unregistered,,,,0,(trade marks and service marks, rights in%logos and getup, copyright, database..../.'rights, all rights of whatsoever nature////4/,in computer software and data, semiconductor0000800topographies, inventions, rights in confidential111111)information, knowhow, rights in designs;222333(b)323*rights under licences, consents, statutes,444424*orders or otherwise in relation to a right5555,5$in paragraph (a) of this definition;666777(c)767.rights of the same or similar effect or nature888828*to those in paragraphs (a) and (b) of this9999.9&definition anywhere in the world which:::::%now or in the future may subsist; and;;;<<<(d)<8<0renewals, reversions or extensions, applications======5(including in respect of patents any reexaminations,>>>>>%reissues, divisionals, continuations????2?*or part continuations) and rights to applyD
l.G:u>Lb9@ABCDEFGHIJKLMNOP@@@@0@(for any of the rights in paragraphs (a),AAAA&A(b) and (c) of this definitionBB(C Intellectual Property WarrantiesC<C4the warranties set out in paragraph 24 (IntellectualDD0D(Property and related warranties) of PartEEE1 of Exhibit 12FFGInvestment AgreementsG2G*those investment agreements, joint ventureHHH%agreements, shareholder agreements orII2I*subscription agreements set out in ExhibitJJ/J'22.1 and any other investment agreementKK8K0entered into by a Company and any of the SellersLM$N____________________________1O)Created by Morningstar Document Research.0P(http://documentresearch.morningstar.com/&{@B*f3o!vjB=PF0*8X>
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }I"}$ }}$
X
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:
IPO Costs
.
&an amount of EUR 151,352.50, comprisedof:
(a)
6
.EUR 115,000 payable by a Company to ING (which)!includes any applicable VAT); and(b)7/EUR 36,352 by a Company to De Groof Bank (which$includes any applicable VAT)
IT Systems5the information and communications technology,$infrastructure and systems including1)Software, hardware, firmware and networks1)which is or has been used in the Business/'excluding common offtheshelf software$JeanMichel Foidart Security.&the Encumbrance granted by JeanMichel3+Foidart to ING in respect of certain Shares Jefferies'Jefferies International Limited#Jefferies Engagement Letter/'the engagement letter between Jefferies/'International Limited and Uteron PharmaD lwk_SmI[}"@w( !"#$%&'()*+,./0123456789:;<=>? $!Jefferies Novation Agreement!1!)the novation agreement in the agreed form""1")novating the obligations of Uteron Pharma###%under the Jefferies Engagement Letter$$1$)to Stijn Van Rompay, JeanMichel Foidart,%%.%&Francois Fornieri, Yima SPRL, Majocepi&&"&SPRL and Pieter Van Rompay''(JMF Amendment Letter(:(2the letter in the agreed form amending JeanMichel))2)*Foidart s restrictive covenants in respect***of the Group++,Joint Venture Options,2,*the Estetra Call Option, the UPT Navitrade/'Call Option, the UPT Saffel Call Option..".and the Novalon Put Option//0
Key Contracts040,the agreements, arrangements and commitments1101((whether or not reduced to writing) of a22.2&Company which are material (as defined3303(in Article 12.4(f)) to the Business, any4404(Company or any Product that are in force5565.at Closing or which have expired or terminated6616)but under which a Company has outstanding77,7$material liabilities or obligations,88/8'and Key Contract shall mean any of them99:Key Employee:3:+an Employee earning in excess of EUR 60,000;;1;)per annum or otherwise in the development<<<of the Products==>
Key Worker>5>a Worker whose consultancy fees are in excess??3?+of EUR 60,000 per annum or who is otherwiseD
l2RDNOm;#{H0@ABCDEFGHIJKLMNOPQRSTUVW@@3@+involved in the development of the ProductsAABKnowhowB9B1any and all technical and/or business informationCCCconsidered confidentialDDELaunchE0E(in relation to a Product or a DerivativeFF1F)Product means the first lawful commercialGG.G&sale in the applicable country (which,HH1H)for the avoidance of doubt, shall includeII2I*a sale as part of a bundle of products) ofJJ5Jthat Product or Derivative Product (excludingKK/K'the provision of products to healthcareLL0L(professionals for compassionate purposesMM0M(or market evaluation) by a member of theNN/N'Purchaser s Group or by a Sub(Licensee)OO<O4or a Distributor or otherwise with the authorisationPP7P/of a member of the Purchaser s Group to a thirdQQ5Qparty that is not a member of the Purchaser sRR
RGroupST$U____________________________1V)Created by Morningstar Document Research.0W(http://documentresearch.morningstar.com/4<Je}1;=PF0*8X>
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }%}$
]
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: Law . &any law, decree, regulation, decision,
0
(order, judgment or other rule or measure/'enacted or promulgated by any Authority'and that is currently in effect
Leases+#as defined in Sellers Warranty 21.3Legal DD Report/'the legal due diligence report prepared2*by NautaDutilh relating to the Group dated2*11 May 2012 in view of a potential initial5public offering of Uteron Pharma s securities7/on Euronext Brussels subject to the limitations1)set forth in the Legal DD Report Reliance1)Letter and the legal due diligence reportitself'Legal DD Report Reliance Letter6.the letter in the agreed form from NautaDutilh/'permitting the Purchaser to rely on the.&Legal DD Report within the limitations0(set forth in the letter and the Legal DD
Report itselfLetter of Intent!as defined in recital (D)Dk lwk_S~3s},?Az !"#$%&'()*+,./0123456789:;<=>? !Levosert!5!a product containing an hormonal intrauterine""2"*device that is similar to Mirena providing##4#,protection against pregnancy and/or treating$$2$*menorrhagia, which is, at the date of this%%5%Agreement, named Levosert and being developed&&.&&by Uteron Pharma Technologies, Odyssea''$'Pharma, and/or Medicines 360(()
LicenceIn)8)0an agreement by a person to license Intellectual**4*,Property to the Companies excluding licences++,+$to use common offtheshelf software,,LicenceOut0(an agreement by the Companies to license..,.$or sublicense Intellectual Property//1/)to a person excluding any licence granted0000(to a third party for the purposes of the1101(provision of goods or services to, or on22(2 behalf of, a member of the Group334Licensed Business IP434+any Business IP which is currently licensed5525*or sublicensed to the Companies excluding6656licences to use common offtheshelf software778
(Sub)Licensee858any Person that sells a Product or Derivative99/9'Product pursuant to a licence agreement::0:(in respect of that Product or Derivative;;0;(Product concluded with any member of the<<3<+Purchaser s Group; or any Person that sells==0=(a Product or Derivative Product pursuant>>1>)to a sublicence agreement concluded with??2?*a licensee or sublicensee of that ProductDOlARRKj_Jg@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\@@@or Derivative ProductAABLossB/B'any and all losses, (excluding indirectCC.C&and consequential loss), but includingDD4D,loss of future earnings to the extent agreedEE8E0by the Purchaser and the Sellers RepresentativesFF:F2(or relevant Seller) in writing or so determinatedGG1G)to be appropriate by the Court), damages,HH1H)costs, fees or expenses, taxes, fines andII3I+penalties sustained or incurred in relationJJ.J&to the relevant matter including legalKK.K&costs and fees and expenses of expertsLL
MLPMPAM6M.the Law of Property (Miscellaneous Provisions)NNNAct 1994OOPMajority SellersP0P(as defined in the Parties listed on pageQQQ1 aboveRRSManagement AccountsS,S$the consolidated management accountsTT6T.of the Group for the period of twelve calendarUU.U&months to the Management Accounts DateVV0V(from the Annual Accounts Date, a copy ofWW#Wwhich is in the agreed formXY$Z____________________________1[)Created by Morningstar Document Research.0\(http://documentresearch.morningstar.com/>" 0`r30eMV
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }y#}$ }}$ }1
[
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: Management Accounts Date 31 December 2012
Managing Director6.any person delegated with the daily management1)( person belast met het dagelijks bestuur
0
(/ personne déléguée0(à la gestion journalière )of any of the CompaniesMaterial Adverse Change;3any event, effect, state of affairs or circumstance5or a combination thereof occurring or arising5which either affects the Group or any Company0(and/or which affects the pharmaceuticals6.industry that the parties could not reasonably6.have known about at the date of this Agreement2*(other than the launch of a product by any7/third party (not being a Seller or an Affiliate2*of a Seller) that competes with any of the0(Products) in the period between the date5of this Agreement and the Closing Date which:2*(i) would reasonably prevent the Purchaser0(from purchasing all of the Securities of/'Uteron Pharma free from Encumbrances on5Closing or prevent the other Group SecuritiesD*
lwk_SPk0Yjw)> !"#$%&'()*+,./0123456789:;<=>? 1 )all being wholly owned by another Company!!0!(free from Encumbrances; or (ii) would or""."&is reasonably likely to materially and##0#(adversely affect the financial position,$$2$*the business or the prospects of the Group%%%or any Company&&'Matter in Dispute'$'as defined in Article 5.8(a)(() Milestone)!)as defined in Article 5.1**%+Milestone Notice of Objection+6+.as defined in Article 5.2(a)(ii) or 5.2(b)(ii),,,(as the case may be).Milestone Payment.!.as defined in Article 5.1//0Mirena000(a hormonal intrauterine system currently11/1'marketed by Bayer and/or its affiliates222under the brand Mirena33!4Mithra Services Agreement424*the services and transitional arrangements5535+agreement to be entered into between Uteron6656Pharma (and any of the relevant Subsidiaries)7747,and Mithra at the Closing Date in the agreed888form99:Mithra:!:Mithra Pharmaceuticals SA;;<Net Debt<8<0the net debt of the Companies at date of closing==0=(as calculated in accordance with Article>>>4 and Exhibit 4??D
lgQ9reMv^Wl@ABCDEFGHIJKLMNOPQRSTUVWXYZ@Net Debt Balance Sheet@.@&the audited consolidated balance sheetAA5Aof Uteron Pharma (including all Subsidiaries)BB8B0at the date of closing prepared by the PurchaserCC5Cand the Sellers Representatives in accordanceDDDwith Article 4EEF Net SalesF4F,the gross amount received by the Purchaser sGG0G(Group or, where the Products are sold byHH0H(a Distributor or (Sub)Licensee, receivedIII%by such Distributor or (Sub)Licensee,JJ3J+from Products sold by the Purchaser s GroupKK.K&(or, as applicable, the Distributor orLL0L((Sub)Licensee) to its customers pursuantMM1M)to invoices for such sales (excluding theNN9N1provision of Products to healthcare professionalsOO9O1for compassionate purposes or market evaluation),PP0P(reduced by the following amounts, all toQQQ%be calculated in accordance with IFRSRRRSSS(a)S1S)amounts actually allowed as trade, volumeTTTT.T&or quantity discounts, including earlyUUUU,U$pay cash discounts on such Products;VW$X____________________________1Y)Created by Morningstar Document Research.0Z(http://documentresearch.morningstar.com/:^ Ox`o&AJ)g[O'=PF0*8X>
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }U}$ }}$ }y<
M
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:
(b)
/
'amounts repaid or credited by reason of4,defects, recalls, accrued or actual returns,2*rebates and allowances of goods or because
4
,of retroactive price reductions specifically%identifiable to the relevant Product;(c)/'rebates and administrative fees paid to1)medical health care organizations in line/'with approved contract terms in respectof such Products;(d)1)rebates resulting from direct or indirect0(government (or an agency thereof) rebate2*programs or chargeback programs in respectof such Products;(e)1)rebates paid to wholesalers for inventory6.management programs or distribution management/'agreements in respect of such Products,3+in accordance with Uteron Pharma s practice( reasonably consistently applied;Dlwk_S%WlW3g([ !"#$%&'()*+,./0123456789:;<=>? (f) 6 .taxes up to the amount specifically identified!!!!2!*and included in invoiced amounts for sales""""3"+or excise taxes and duties (including VAT),#####%custom duties, and other governmental$$$$0$(charges imposed directly on and actually%%%%0%(paid by Uteron Pharma in respect of such&&&&&
Products; and'''((((g)(:(2transportation costs up to the amount specifically))))4),identified and included in invoiced amounts,****2**including insurance and shipping, freight,+++++and handling charges,,Net Working Capital Gap2*the amount of the Working Capital less the..3.+Estimated Net Working Capital as calculated//./&in accordance with Part 1 of Exhibit 4001Nominated Account111)the Sellers Counsel s client account with222the following details:33344/4'Account number: 310169251851BIC code:555BBRUBEBB66677&7IBAN number: BE 753101692518518889929*Bank: ING, Avenue de la Couronne 449, 1050:::Brussels;;<NonCompliance Notice<'<as defined in Article at 5.4(b)==>
Normal Course>0>(remuneration for services as an employee??"?or consultant to the GroupDcleT0W$sl@h<$@ABCDEFGHIJKL@@ANotice of ClaimA7A/in the case of a Claim by the Purchaser, noticeBB3B+of such claim served on the relevant SellerCC.C&and/or the Sellers Representatives (asDD1D)the case may be) setting out on a withoutEE0E(prejudice basis the Purchaser s EstimateFF/F'and reasonable details of the nature ofGGG the claimHI$J____________________________1K)Created by Morningstar Document Research.0L(http://documentresearch.morningstar.com/7T =PF0*8X>
@LLKKJJGGFFEEDDCCBBAA??>><<::997755442211//..
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }$}$ }}$ }2
Z
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: Notice of Objection 9 1the notice sent in accordance with Article 4.2(b)
Novalon1)Novalon SA, with registered office at Rue4,du Travail 16, 4460 Gr ceHollogne, Belgium,
6
.registered with the Register of Legal Entities4,(Liège) under the number 0877.126.557Novalon Consideration"as defined in Article 10.4Novalon Beneficiaries"as defined in Article 19.1Novalon Liabilities3+any and all debts, liabilities, commitments4,or obligations of any nature (whether fixed,5contingent or absolute, matured or unmatured,/'liquidated or unliquidated) in relation0(to Novalon or the business carried on by4,it from time to time or attaching to Novalon2*or the business carried on by it from time7/to time incurred or arising at any time whether6.on, prior to or after the Closing Date whether2*or not invoiced and whether or not due and3+payable at that time and whether or not the6.same would be required by IFRS to be reflectedD lwk_SCQ9{c`y+8 !"#$%&'()*+,./0123456789:;<=>? 0 (in the financial statements or disclosed!!/!'in the notes thereto, including without"""limitation:###$$$(a)$/$'all taxation and liabilities in tort or%%%%2%*for breach of statutory duty or for breach&&&&!&of contract or otherwise;'''((((b)(.(&all liabilities to clients, customers,))))/)'employees or suppliers of the Business;*****and+++,,,(c),.,&all liabilities to any governmental orregulatory body../Novalon Purchasers/:/2Stijn Van Rompay, Leon Van Rompay, François00"0Fornieri and Majocepi SPRL112Novalon Put Option232+the put option agreement in the agreed form3303(upon the exercise of which Uteron Pharma44840and the Subsidiaries can transfer all securities5515)which they hold in Novalon to one or more6616)of the Sellers or another Person which is7747,not Uteron Pharma or any of the Subsidiaries88"9Novalon Services Agreement919)the services agreement to be entered into::0:(between the Novalon Beneficiaries in the;;/;'agreed form (or other relevant Company)<<'<and Novalon at the Closing Date==&>Novalon Termination Agreements>5>the two agreements terminating all agreements??1?)entered into prior to Closing between theDxli:Jl Av8 s5j@ABCDEFGHIJKLMNOPQRSTUVWXY@@2@*Group and Novalon in the agreed form to beAA2A*entered into between each of Uteron PharmaBB5Band Uteron Pharma Technologies (respectively)CC'Cand Novalon at the Closing DateDDEOdyssea PharmaE1E)Odyssea Pharma SA, with registered officeFF2F*at Rue du Travail 16, 4460 Gr ceHollogne,GGG%Belgium, registered with the RegisterHH.H&of Legal Entities (Liège) underIIIthe number 0892.121.272JJKOffer PeriodK(K as defined in Article 5.5(b)(iv)LLM
Offset AmountM Mas defined in Article 15NN#OOutstanding Consultancy FeeO1O)the amount of EUR 121,000 (which includesPP3P+any applicable VAT) owed to SVR Invest SPRLQQ0Q(pursuant to the terms of the consultancyRRR%agreement between SVR Invest SPRL andSS/S'Uteron Pharma (document 18.14 file 1 inTTTthe Data Room)UV$W____________________________1X)Created by Morningstar Document Research.0Y(http://documentresearch.morningstar.com/8d]A)x`]W=PF0*8X>
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }1}$ }}$ }$4
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Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: Owned Business IP 4 ,any Business IP which is owned by any member
of the Group Pantarhei!Pantarhei BioScience B.V.
1)Pantarhei Consultancy Amendment Agreement1)the agreement in the agreed form amending3+the consultancy agreement between Pantarheiand EstetraPantarhei Drag Right2*the drag right set out in the Estetra Call.&Option pursuant to which the Purchaser4,can purchase all securities in Uteron Pharmaheld by Pantarhei)!Pantarhei Joint Venture Agreement/'the joint venture agreement relating to.&Estetra between Uteron Pharma, Estetra0(and Pantarhei dated 3 September 2009, as3+supplemented by the letter dated 7 February1)2011 ( DR 20.3.3.1.1, file 27  Pantharei4, Joint venture agreement and DR 20.1.7.4.1,1)file 2  Pantharei additional agreement )#Pantarhei Licence Agreement3+a licence agreement to be entered into uponD lwk_Sn(KXOj !"#$%&'()*+,./0123456789:;<=>? 3 +exercise of the Estetra Call Option granted!!0!(by Pantarhei and Donesta Bioscience B.V.""%"to Estetra regarding Estetrol###$Pantarhei Release Condition$/$'Pantarhei confirms in writing in a form%%0%(reasonably satisfactory that it will not&&0&(make any claim against any member of the''2'*Purchaser s Group in respect of any of the((.(&matters described in Articles 17.1 and)))ffffff1@**+Pantarhei Release Costs+/+'any reasonable adviser s costs incurred,,5,by the Purchaser s Group in seeking to obtain/'the Pantarhei Release Condition and any../.'payment made to Pantarhei by any member//4/,of the Purchaser s Group in order to achieve0020*the Pantarhei Release Condition (including1101(any payments to settle legal proceedings2232+in respect of a claim described in Articles33317.1 and 17.4)445Pantarhei Securities545,the 400,000 Shares to be issued to Pantarhei66/6'upon the completion of the Estetra Call7747,Option which are to be sold to the Purchaser88,8$pursuant to the Pantarhei Drag Right99:Pantarhei Side Letter:7:/the letter in the agreed form from the Majority;;6;.Sellers to the Purchaser relating to Partarhei<<=Parties=%=the parties to this Agreement>>?PCAS Process?1?)the manufacturing process currently beingDle$ZvL46Mhi! O7@ABCDEFGHIJKLMNOPQRST@@/@'developed for Uteron Pharma by PCAS S.AAA6A.of Z.I de la Vigne aux Loups 91161 Longjumeau,BB/B'France as at the date of this AgreementCC Cor other similar processDDEPension SchemeE+E#the following insurance agreements:FFFGGG(a)GG%the group insurance agreement enteredHHHH/H'into on 2 September 2011 between UteronIIII3I+Pharma and Axa Belgium at folder 8.8 of theJJJJJ
Data Room;KKKLLL(b)LL%the group insurance agreement enteredMMMM0M(into on 3 May 2011 between Uteron PharmaNNNN0N(Operations and Axa Belgium at folder 8.8OOOOOof the Data Room;PQ$R____________________________1S)Created by Morningstar Document Research.0T(http://documentresearch.morningstar.com/.coKO:."=PF0*8X>
@4TTSSRREECCBBAA@@??==;;::8877665533221100//..,,++))((''&&%%$$""!!
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }}$ }}$ }? 2 *Somers at folder 8.8 of the Data Room; and!!!"""(h)"0"(the individual pension agreement entered####1#)into on 10 May 2012 between Uteron Pharma$$$$3$+and Axa Belgium, for the benefit of Thierry%%%%.%&Janssen at folder 8.8 of the Data Room&&'Person'/''any natural person or legal entity that(((can sue and be sued))*Pharmaceuticals Expert**either:+++,,,(a),9,1an independent expert who has not been instructed7/by any of the Parties in the 12 calendar months......&prior to the determination in question////2/*(unless otherwise agreed, the fact of such000000(instruction having been disclosed to the1111/1'other party prior to agreement) who has22222%relevant experience in women;s health333333+industry and in the pharmaceutical industry444454on the points of disagreement, whose identity5555>56is to be agreed on between the Sellers Representatives66666and the Purchaser; or777888(b)828*in default of agreement as to the identity9999/9'of that individual within five Business::::3:+Days of either the Purchaser or the Sellers;;;;.;&Representatives notifying the other of<<<<2<*its wish to appoint an independent expert,====1=)a specific independent expert who has not>>>>0>(been instructed by any of the Parties in????9?1the 12 calendar months prior to the determinationDo
lvCxA)T!Z)fBvG@ABCDEFGHIJKLMNOP@@@@.@&in question nominated by the presidentAAAA8A0of the Association of the British PharmaceuticalBBBBBIndustryCC!DPhase III Clinical TrialsD1D)clinical trials on human beings conductedEE2E*after phase II clinical trials and wherebyFF2F*a drug candidate is given to a large groupGG2G*of subjects in order to assess both safetyHH*H"and efficacy of the drug candidateIIJPrice Adjustment AmountJ8J0in the amount payable pursuant to Article 4.1(a)KK*K"or 4.1(a)(ii) (as the case may be)LM$N____________________________1O)Created by Morningstar Document Research.0P(http://documentresearch.morningstar.com/&@2p"@(wk_7=PF0*8X>
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }y#}$ }}$ }}$ }7
M
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:# Proceeds Distribution Ratio 3 +in relation to a Security, the share of the
1
)Purchase Price payable in respect of that( Security ascertained as follows:
(a)
0
(to the extent that the Purchase Price is7/equal to or less that the First Warrant Payment Threshold(i)1)allocate to each Share an amount equal to1)the sum of (A) the Purchase Price and (B)1)the product of EUR 3.38 and the number of0(EUR 3.38 Warrants, divided by the sum of3+(C) total number of Shares and (D) EUR 3.38 Warrants;(ii)3+allocate to each EUR 3.38 Warrant an amount4,equal to the sum of: (A) the Purchase Price,6.and (B) the product of EUR 3.38 and the number0(of EUR 3.38 Warrants, divided by the sum1)of (C) total number of Shares and (D) EUR%3.38 Warrants, less EUR 3.38;(b)0(to the extent that the Purchase Price isDclwk_SHy$ !"#$%&'()*+,./0123456789:;<=>? . &greater than the First Warrant Payment!!!!5!Threshold but no more than the Second Warrant""""2"*Payment Threshold, allocate to each Share,####0#(EUR 3.38 Warrant and EUR 6.83 Warrant an$$$$1$)amount equal to that part of the Purchase%%%%5%Price which exceeds the First Warrant Payment&&&&0&(Threshold divided by the total number of''''7'/Shares, EUR 3.38 Warrants and EUR 6.83 Warrants((()))(c))0)(to the extent that the Purchase Price is****/*'greater than the Second Warrant Payment++++.+&Threshold allocate to each Security an,,,,1,)amount equal to that part of the Purchase.&Price which exceeds the Second Warrant......&Payment Threshold divided by the total/////number of Securities001Product Disposal Price1(1 as defined in Article 5.5(b)(iv)223Products343,Levosert, Diafert, Estelle, Colvir, Vaginate4404(and Alyssa or any Derivative Product and55*5"Product shall mean any one of them667
Properties7.7&the leasehold properties for which the8818)material particulars of the Leases appear9919)in Appendix 2 and Property shall mean any:::of them;;<Protocol<4<,the clinical investigation protocol relating==%=to Diafert in the agreed form>>?Purchase Price?6?.the purchase price for the Securities referredDIl5k9C~U{#y%`H@ABCDEFGHIJKL@@3@+to in Article 3.1 as adjusted in accordanceAAAwith Article 4.BBCPurchase WarrantsC1C)EUR 6.83 Warrants and those Warrants withDD.D&a Warrant Exercise Price of and EUR 10EE%FPurchaser s Closing DocumentsF7F/any Transaction Document to which the PurchaserGGG
is a partyHI$J____________________________1K)Created by Morningstar Document Research.0L(http://documentresearch.morningstar.com/~f6=PF0*8X>
@R*LLKKJJGGFFDDCCAA@@??==<<::99887755443311//..,,++**))''&&%%$$##""!!
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }'}$
Y
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: Purchaser s Estimate 7 /the Purchaser s estimate of the Loss in respect
5
of the relevant Claim set out in the relevant3+Notice of Claim (which shall not be binding.&or otherwise prejudice the Purchaser s
"
ability to make the Claim)Purchaser s Group.&the Purchaser, the Purchaser Guarantor:2and any of the Purchaser Guarantor s subsidiaries,1)including for the avoidance of doubt, the/'Group with effect from the Closing DatePurchaser s Warranties as defined in Article 13Registered IPR0(any Intellectual Property which has been1)registered at a national or international0(intellectual property registry including,$patents, registered designs, utility%models, trade marks and service marksReimbursement Delay3+any delay to the Launch of a Product caused4,by the obtaining of a reimbursement approval"in respect of such ProductD lwk_S_pr'Kj! W !"#$%&'()*+,./0123456789:;<=>? Restricted Business " as defined in Article 18.1!!"
Saffelberg"!"Saffelberg Investments NV##"$Saffelberg Acknowledgement$8$0the acknowledgement of no claims from Saffelberg%%'%to the Group in the agreed form&&'Saffelberg SPA'/''the sale and purchase agreement between((5(Saffelberg, Stijn Van Rompay, François))2)*Fornieri and Majocepi relating to the sale**0*(and purchase of all of the securities in++$+the Group held by Saffelberg,,( Second Warrant Payment ThresholdEUR 173,553,570../
Securities/1/)all or any of the Shares and Warrants (as00.0&the context so requires) including (as11.1&the context so requires, the Pantarhei222Securities)33!4Sellers Closing Documents404(any Transaction Document to which any or55&5all of the Sellers are a party667Sellers Representatives7.7&the Sellers representatives (and where8858a decision is to be taken by them, a majority999%of them) as set forth in Article 24.1::;Sellers Counsel;;NautaDutilh<<=Seller s Notice===5a written notice given by the Sellers Representatives>>5>to the Purchaser under Article 6.7 or Article???.@DU
lP8ow+h}N6wd&@ABCDEFGHIJKLMNOPQRSTUVWX@@ASellers WarrantiesA4A,the warranties given by the Sellers pursuantBB1B)to Article 12.1(a) and set out in ExhibitCC/C'12 and each warranty statement shall beDDDa Sellers WarrantyEEFSharesF/F'all registered shares of Uteron Pharma,GG.G&without par value, representing UteronHH2H*Pharma s entire share capital, being thoseII3I+listed in Part 1 of Exhibit 3.1 at the dateJJ4J,of this Agreement and at Closing being thoseKK/K'listed in the Definitive Securities andLL1L)Distribution Table at Closing (including,MM1M)as the context so requires, the PantarheiNNNSecurities)OOPSoftwareP4P,any and all computer programs in both sourceQQ4Q,and object code form, including all modules,RR0R(routines and subroutines and all sourceSSSandTU$V____________________________1W)Created by Morningstar Document Research.0X(http://documentresearch.morningstar.com/69Oh3D=PF0*8X>
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }<(}$
W
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: , $other preparatory materials relating
1
)to the above including user requirements,1)functional specifications and programming.&specifications, programming languages,

%algorithms, flow charts, logic, logic/'diagrams, orthographic representations,.&file structures, coding sheets, coding80and including any manuals or other documentation7/and all enhancements, improvements, replacement/'and derivative works relating to any of0(the above excluding common offtheshelfsoftwareSubsequent Acquirer!as defined in Article 5.6Subsidiaries2*the subsidiary companies of Uteron Pharma:4,as at the date of this Agreement and Closing5(i) Uteron Pharma Technologies, (ii) Femalon,0((iii) Odyssea Pharma, (iv) Uteron Pharma/'Operations and (v) Estetra (and for the.&avoidance of doubt, excluding Novalon)1)and Subsidiary shall mean any one of themD lwk_S5W
f;#y(G !"#$%&'()*+,./0123456789:;<=>? Subsidiary Shares 5 all issued shares in each of the Subsidiaries!!"Surviving Provisions"$"as defined in Article 8.2(a)##$Swap$3$+the hedging agreements entered into between%%0%(Odyssea Pharma and ING Belgique SA on 17&&4&,September 2007 ( Swap at document 20.2.1.3.1''4',of the Data Room ) governed by the framework((4(,agreement ( raamcontract afgeleide producten))8)0ondernemingen (2005)_fr and file 5, raamcontract**3*+afgeleide producten ondernemingen (2005)_nl++1+)at document 20.2.3.1.2 of the Data Room ),,)!Taub Option Termination Agreement6.the agreement in the agreed form to be entered..5.into by Robert Taub, François Fornieri//5/and Majocepi terminating the option agreement00/0'between such persons dated 7 March 2011112Tax or Taxation2"2as defined in the Tax Deed334Taxing Authority4"4as defined in the Tax Deed556 Tax Claim636+a Claim under the Tax Deed or in respect of77&7a breach of the Tax Warranties889Tax Deed969.the Tax Deed to be entered into by the Sellers::,:$and the Purchaser in the agreed form;;<Tax Warranties<7</the tax warranties set out in Part 2 of Exhibit==~
=2>>?Thirdparty Claim?6?.any action or claim brought by, or proceedingsD
l2{+7n#X@4sM@ABCDEFGHIJKLMNOPQRSTUV@@4@,initiated by, any third party against UteronAAA%Pharma and/or any of its SubsidiariesBB%CTitle and Capacity WarrantiesC8C0the warranties set out in paragraphs 1 (CapacityDD2D*and authority), 2 (The Securities), 3 (TheEE.E&Group), 4 (Insolvency) and 24.1, 24.2,FF3F+24.6, 24.9 and 24.14 (Intellectual PropertyGG4G,and related warranties) of Part 1 of ExhibitHH~
H2IIJTransactionJ4J,the transaction or transactions contemplatedKK1K)by this Agreement, including the sale andLL3L+purchase of the entire issued share capitalMM.M&of Uteron Pharma by the Purchaser, theNN6N.sale and purchase of all outstanding Warrants,OO/O'the sale and purchase or termination ofPP.P&all rights to subscribe for SecuritiesQQ'Qor otherwise acquire SecuritiesRS$T____________________________1U)Created by Morningstar Document Research.0V(http://documentresearch.morningstar.com/2wgOFir(A=PF0*8X>
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }}$
Z
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: . &(including the Securities to be issued
.
&to Pantarhei), the disposal of Novalon1)and the acquisition of Estetra and Uteron4,Pharma Technologies so that all Subsidiaries
%
are wholly owned by the GroupTransaction Documents0(the documents required to be executed by5the Parties to give effect to the Transaction4,including but not limited to this Agreement,/'the Disclosure Letter, the Tax Deed and4,any other documents which are to be executed0(by the Seller pursuant to this AgreementTrapped Cash3+any money which at the relevant time is not3+capable of being spent, distributed, loaned1)or released by a member of the Group from0(the jurisdiction in which it is situated6.without deduction or withholding or additional6.cost, or which is not accessible in the manner7/described above within a period of two Business.&Days, including without limitation any0(cash securing rent deposits or any other91cash held as collateral in respect of obligationsD
lwk_S6,@1IR !"#$%&'()*+,./0123456789:;<=>? of any other party!!"ULB","$Université Libre de Bruxelles##$ULG Payment$:$2the amount payable by Femalon to Université%%.%&de Liége in accordance with the&&3&+terms of its Colvir Option, being an amount''0'(of USD 500,000 (plus any applicable VAT)((1()upon the launch of Colvir using the Covir))3)+IP if such launch occurs before 31 December**1*)2019 and USD 250,000 (plus any applicable++0+(VAT) upon the launch of Colvir using the,,0,(Colvir IP if such launch occurs after 311)December 2019 but before 31 December 2026../UPT Call Options/1/)the UPT Navitrade Call Option and the UPT000Saffel Call Option11#2UPT Deferred Purchase Price2/2'any deferred part of the purchase price3333+to be paid pursuant to the UPT Call Options44 5UPT Fixed Purchase Price525*the fixed part of the purchase price to be6636+paid pursuant to the UPT Call Options being777EUR 10,359,996.3588!9UPT Navitrade Call Option939+the call option entered into between Uteron::5:Pharma and Navitrade Holding SA on 11 January;;5;2013 upon the exercise of which Uteron Pharma<<3<+can acquire all of the securities in Uteron===%Pharma Technologies held by Navitrade>>.>&Holding SA (so that following exercise??0?(of the UPT Navitrade Call Option and theDlgOU m ;#xEAP@ABCDEFGHIJKLMNOPQRSTUVWXY@@3@+UPT Saffel Call Option, Uteron Pharma shallAA1A)own all outstanding securities (includingBB.B&rights to subscribe for securities) inCCC%Uteron Pharma Technologies) at folderDDD22.47 of the Data RoomEEF%UPT Navitrade Deferred Purchase PriceF/F'any deferred part of the purchase priceGG0G(to be paid pursuant to the UPT NavitradeHHHCall OptionII*J"UPT Navitrade Fixed Purchase PriceJ2J*the fixed part of the purchase price to beKK0K(paid by Uteron Pharma upon completion ofLL/L'the UPT Navitrade Call Option being EURMMM,GANNOUPT Purchase PriceO0O(the UPT Fixed Purchase Price and the UPTPPPDeferred Purchase PriceQQRUPT Saffel Call OptionR3R+the call option entered into between UteronSS3S+Pharma and UT Saffel NV on 17 December 2013TT)T!upon the exercise of which UteronUV$W____________________________1X)Created by Morningstar Document Research.0Y(http://documentresearch.morningstar.com/8(duK3}qI=PF0*8X>
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }m)}$ }}$ }7
\
Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: 0 (Pharma can acquire all of the securities
0
(in Uteron Pharma Technologies held by UT0(Saffel NV (so that following exercise of3+the UPT Navitrade Option and the UPT Saffel
0
(Call Option, Uteron Pharma shall own all0(outstanding securities (including rights.&to subscribe for securities) in Uteron/'Pharma Technologies) at folder 22.13 of
the Data Room*"UPT Saffel Deferred Purchase Price/'any deferred part of the purchase price2*to be paid pursuant to the UPT Saffel CallOption'UPT Saffel Fixed Purchase Price2*the fixed part of the purchase price to be0(paid by Uteron Pharma upon completion of6.the UPT Saffel Call Option being EUR 7,337,120
Uteron Pharma3+Uteron Pharma SA, a company organised under0(the laws of Belgium, with its registered91office at Rue du Travail 16, 4460 Gr ceHollogne,.&Belgium, registered in the Register of/'Legal Entities (Liège) under theD lwk_S3LnqfNQ !"#$%&'()*+,./0123456789:;<=>? number 0818.071.472!! "Uteron Pharma Operations"4",Uteron Pharma Operations SA, with registered##9#1office at Rue du Travail 16, 4460 Gr ceHollogne,$$$%Belgium, registered with the Register%%.%&of Legal Entities (Liège) under&&&the number 0817.378.616'')(!Uteron Pharma Technologies or UPT(6(.Uteron Pharma Technologies SA, with registered))9)1office at Rue du Travail 16, 4460 Gr ceHollogne,***%Belgium, registered with the Register++.+&of Legal Entities (Liège) under,,,the number 0878.620.555.Vaginate.5.a vaginal application combining an antibiotic//2/*and one or more enzyme(s) or peptidebased00,0$biofilmdissolving agent(s) to treat1161.vaginal infections (the Vaginate Indication ).2232+At the date of this Agreement, this project3323*is being developed by Femalon as a product444named Vaginate556Vaginate Indication606(as defined in the definition of Vaginate77#8Vaginate Derivative Product838+with respect to Vaginate, any other product9929*for the Vaginate Indication which is based:::%on or constitutes further development;;.;&of the Company s Intellectual Property<<.<&rights and/or KnowHow in existence at==6=.the Closing Date directly related to Vaginate.>>>???D
lIa&Fx`qP8W v,@ABCDEFGHIJKLMNOPQRSTUVWXYZ[@@2@*For purposes of this Agreement, a VaginateAA1A)Derivative Product would exclude, withoutBB4B,limitation, any product which treats vaginalCC/C'infections without a biofilm disruptingDD
DagentEE'FWarrant Deferred Purchase PriceF3F+a share of the Deferred Purchase Price thatGG.G&will become payable to Warrant SellersHH1H)pro rata and pari passu with the DeferredII0I(Purchase Price payable in respect of allJJ3J+other Securities in accordance with ArticleKK3K+3.1(b)(i) and Article 5 following the pointLLL at which:MMMNNN(a)N6N.in the case of Warrant Sellers who are sellingOOOO.O&Warrants with a Warrant Exercise PricePPPP/P'of EUR 6.83, the Purchase Price exceedsQQQQ,Q$the First Warrant Payment Threshold;RRRSSS(b)S6S.in the case of Warrant Sellers who are sellingTTTT.T&Warrants with a Warrant Exercise PriceUUUU1U)of EUR 10, the Purchase Price exceeds theVVVV)V!Second Warrant Payment Threshold,WX$Y____________________________1Z)Created by Morningstar Document Research.0[(http://documentresearch.morningstar.com/< e8mIz&_=PF0*8X>
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }}$
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Actavis, Inc.8K
01/25/2013;3NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: / 'provided always that this definition of
1
)the Warrant Deferred Purchase Price shall/'never cause the Deferred Purchase Price0(or any Milestone Payment to be increased
/
'above that which is payable pursuant to1)Article 5 (and subject to the other termsof this Agreement)Warrant Exercise Price.&the subscription price that the holder/'of a Purchase Warrant would be required/'to pay if it exercised its subscription'rights in relation to a WarrantWarrant Sellers5the Sellers who are selling Purchase Warrants1)under this Agreement details of which are( set out in Part 5 of Exhibit 3.1Warrants3+all warrants /droits de souscription issued5by Uteron Pharma (which includes the Employee%Warrants), the subscription rights in/'respect of which are outstanding on the1)date of this Agreement being those listed4,in Part 1 of Exhibit 3.1 at the date of thisD lwk_S4PWQQl !"#$%&'()*+,./0123456789:;<=>? / 'Agreement and the Definitive Securities!!)!!and Distribution Table at Closing""#Warranty Claim#5#any Claim in respect of a breach of a Sellers$$$Warranty%%
&Waste&1&)waste, controlled waste, directive waste,''2'*special waste, or hazardous waste as those((.(&terms are defined in Environmental Law))*Workers*4*,those individuals who are providing services++1+)to any of the Companies under or pursuant,,0,(to any agreement which is not a contract/'of employment with the relevant company..,.$including, without limitation, where//3/+the individual acts as a consultant, worker0010)supplied by an agency, director, or other1111)officer, and Worker shall mean any one of222them334Working Capital4/4'the working capital of the Companies at5575/the date of Closing as calculated in accordance66 6with Part 1 of Exhibit 477"8Working Capital Adjustment8)8!as defined in Article 4.1(a)(iii)99!:Working Capital Statement:2:*the statement of Working Capital as at the;;1;)date of Closing prepared by the Purchaser<<5<and the Sellers Representatives in accordance===with Article 4>>
?Yield?.?&(the estetrol mass in kilogram dividedD
lpXc\x0GZ(X@ABCDEF@@3@+by the estrone mass in kilogram) multipliedAA!Aby (270 divided by 324) 1BC$D____________________________1E)Created by Morningstar Document Research.0F(http://documentresearch.morningstar.com/xth\4=PF0*8X>
@2FFEEDDAA@@??==<<;;::88665544221100//..,,++**((''&&$$##!!
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)Resignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }}$ }a/
Actavis, Inc.8K
01/25/2013>6Resignations and termination of consultancy agreements Name Stijn Van Rompay
Address
/
'As set out in the list of Parties above
Fax number+32 15 25 29 09Emailstijn@ambroos.be
Name François FornieriAddress/'As set out in the list of Parties above
Fax number+32 43 49 28 21Emailffornieri@mithra.be$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/2nth\P,e+D=PF0*8X>
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (2)Resignations and (3)Resignations and (4)NEWS RELEASEU }}$ }6
Actavis, Inc.8K
01/25/2013>6Resignations and termination of consultancy agreements Name JeanMichel Foidart
Address
/
'As set out in the list of Parties above
Fax number+32 43 66 29 43Email!jjeveconsulting@gmail.com
Name
Bernard JollyAddress2*Rue de Wanzoul 70, 4520 Vinalmont, Belgium
Fax number+32 85 21 47 23EmailBernard.jolly@skynet.beNamePhilippe DegiveAddress5c/o 10 Société Régionale$d Investissement de Wallonie/'SA, at Avenue Maurice Destenay 13, 4000Liège
Fax number+32 42 21 38 27Email%enregistrementmailsin@sriw.be$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/BXth\P,b}@XI=1 =PF0*8X>
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (3)Resignations and (4)NEWS RELEASEU }}$ }a/
"
Actavis, Inc.8K
01/25/2013>6Resignations and termination of consultancy agreements Name ) !Watson Pharma Actavis Sàrl
Address
/
'As set out in the list of Parties above
Fax number+35 2 42 19 61Email)!sebastien.rimlinger@tmfgroup.com
Attn
Sebastien Rimlinger!With a copy by email to:NameG. Frederick WilkinsonEmail:!fred.Wilkinson@watson.comand to:
Name:Denelle WaynickEmail:"denelle.waynick@watson.comand to:
Name: Ed HarrisEmail:ed.harris@sjberwin.com$____________________________Dblth\P,U
Hq,^R !1 )Created by Morningstar Document Research.0!(http://documentresearch.morningstar.com/=PF0*8X>
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (4)NEWS RELEASEU }}$ }+
Actavis, Inc.8K
01/25/2013>6Resignations and termination of consultancy agreements Name # Watson Pharmaceuticals, Inc
Address
,
$400 InterpaceParkway, Parsippany, NJ~
:n
Fax number
+862 261 7922
Email
david.buchen@watson.comAttnGeneral Counsel$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/,xth\P,t9=PF0*8X>
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)NEWS RELEASEU }I }$ }
Actavis, Inc.8K
01/25/2013>6Resignations and termination of consultancy agreements! With a copy by email to:
NameG. Frederick WilkinsonEmail:!fred.Wilkinson@watson.com
and to:
Name:Denelle WaynickEmail:"denelle.waynick@watson.comand to:
Name: Ed HarrisEmail:ed.harris@sjberwin.com$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/<th\P,mU*}R:=PF0*8X>
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ACTAVIS INC!Item 901 Financial Statements a
EXHIBIT INDEXTABLE OF CONTENTS!NOW THEREFORE THE PARTIES HAVE NOW THEREFORE THE PARTIES (1) NOW THEREFORE THE PARTIES (2) NOW THEREFORE THE PARTIES (3) NOW THEREFORE THE PARTIES (4) NOW THEREFORE THE PARTIES (5) NOW THEREFORE THE PARTIES (6) NOW THEREFORE THE PARTIES (7) NOW THEREFORE THE PARTIES (8) NOW THEREFORE THE PARTIES (9)!NOW THEREFORE THE PARTIES (10)!NOW THEREFORE THE PARTIES (11)!NOW THEREFORE THE PARTIES (12)!NOW THEREFORE THE PARTIES (13)!NOW THEREFORE THE PARTIES (14)!NOW THEREFORE THE PARTIES (15)!NOW THEREFORE THE PARTIES (16)!NOW THEREFORE THE PARTIES (17)!NOW THEREFORE THE PARTIES (18)!NOW THEREFORE THE PARTIES (19)!NOW THEREFORE THE PARTIES (20)!NOW THEREFORE THE PARTIES (21)!NOW THEREFORE THE PARTIES (22)!NOW THEREFORE THE PARTIES (23)!NOW THEREFORE THE PARTIES (24)!NOW THEREFORE THE PARTIES (25)!NOW THEREFORE THE PARTIES (26)!NOW THEREFORE THE PARTIES (27)!NOW THEREFORE THE PARTIES (28)!NOW THEREFORE THE PARTIES (29)!Resignations and termination ofResignations and (1)Resignations and (2)Resignations and (3)Resignations and (4)U }$ }}$ }
Actavis, Inc.8K
01/25/2013NEWS RELEASE CONTACTS:
Investors:
Lisa DeFrancesco(862) 2617152
Media:Charlie Mayr(862) 2618030$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/.Tz]s=PF0*8X>
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