Exhibit 10.1
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION
EXECUTION COPY
PRODUCT ACQUISITION AGREEMENT
by and between
VALEANT PHARMACEUTICALS NORTH AMERICA
(as buyer)
and
INTERMUNE, INC.
(as seller)
November 28, 2005
TABLE OF CONTENTS
Section
Page
ARTICLE I -
DEFINITIONS
1
SECTION 1.1. DEFINED TERMS
1
SECTION 1.2. CONSTRUCTION
12
ARTICLE II - THE TRANSACTION
12
SECTION 2.1. TRANSFER OF PURCHASED ASSETS AND INVENTORY.
12
SECTION 2.2. EXCLUDED ASSETS.
13
SECTION 2.3. ASSUMED LIABILITIES
14
SECTION 2.4. EXCLUDED LIABILITIES.
14
SECTION 2.5. PURCHASE PRICE AND INVENTORY COST
14
SECTION 2.6. RISK OF LOSS
15
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SELLER
16
SECTION 3.1. ORGANIZATION AND AUTHORITY
16
SECTION 3.2. TITLE TO PURCHASED ASSETS AND INVENTORY
16
SECTION 3.3. CONSENTS; NO VIOLATIONS.
16
SECTION 3.4. REGULATORY APPROVALS.
17
SECTION 3.5. COMPLIANCE WITH LAWS AND LITIGATION.
17
SECTION 3.6. NO MATERIAL ADVERSE CHANGE.
17
Exhibit 10.1
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION
EXECUTION COPY
PRODUCT ACQUISITION AGREEMENT
by and between
VALEANT PHARMACEUTICALS NORTH AMERICA
(as buyer)
and
INTERMUNE, INC.
(as seller)
November 28, 2005
TABLE OF CONTENTS
Section
Page
ARTICLE I -
DEFINITIONS
1
SECTION 1.1. DEFINED TERMS
1
SECTION 1.2. CONSTRUCTION
12
ARTICLE II - THE TRANSACTION
12