Exhibit 10.1 ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into on October 30, 1997
by and between Hoffmann-La Roche Inc., a New Jersey corporation, with offices at 340 Kingsland Street,
Nutley, New Jersey 07110 ("Seller") on the one hand and ICN Pharmaceuticals, Inc., a Delaware corporation
with offices at ICN Plaza, 3300 Hyland Avenue, Costa Mesa, California 92626 ("Buyer").
This Agreement sets forth the terms and conditions upon which Buyer is purchasing from Seller and Seller is
selling to Buyer the Assets (as hereinafter defined).
NOW THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth
herein, the parties hereto agree as follows:
1.1 "Active Ingredient" means the pharmaceutical compounds known by the chemical names fluorouracil,
edrophonium chloride and levorphanol tartrate.
1.2 "Affiliate" of a party means any corporation or other business entity controlled by, controlling or under
common control with, such party. For this purpose "control" shall mean direct or indirect beneficial ownership of
more than fifty percent (50%) of the voting securities of or income interest in such corporation or other business
entity; provided, however, that Genentech, Inc., with offices located at 460 Point San Bruno Boulevard, South
San Francisco, California, 94080, shall not be considered an Affiliate of Seller.
1.3 "Assets" has the meaning ascribed to such term in Article 2.
1.4 "Assigned Agreements" has the meaning ascribed to such term in
1.5 "Buyer Indemnifiable Claims" has the meaning ascribed to such term in Section 12.1.
1.6 "Buyer Labeling" means the printed labels, labeling and packaging materials, including printed carton,
container label and package inserts, used by Buyer and bearing Buyer's name for each Product.
1.7 "cGMP's" means the then-current Good Manufacturing Practices applicable to the manufacture of
pharmaceutical products for human use in the Uni