ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of 2 October 1998
by and between F.Hoffmann-La Roche Ltd, Grenzacherstrasse 124, CH-4070 Basel, Switzerland ("Seller") on
the one hand and ICN Puerto Rico, Inc. with registered offices at Bo. Mariana Road 909 KM 1.1 Humacao,
Puerto Rico 00791-9731 ("Buyer"), a wholly-owned subsidiary of ICN Pharmaceuticals, Inc., ICN Plaza, 3300
Hyland Avenue, Costa Mesa, CA 92626 ("ICN") and ICN acting either as a direct party to this Agreement with
respect to certain matters or as a guarantor of performance by Buyer hereunder on the other hand.
WHEREAS Seller and Buyer are both engaged in the pharmaceutical business;
WHEREAS Seller wishes to sell and Buyer wishes to buy the Assets (as hereinafter defined) related to certain
pharmaceutical products of Seller;
WHEREAS in connection with the contemplated purchase of the Assets Seller and ICN wish for ICN to engage
also as a party to this Agreement with regard to specific matters and to guarantee due performance by Buyer
under this Agreement;
NOW THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth
herein, the parties hereto agree as follows:
1.1 "Active Ingredients" mean the pharmaceutical compounds known by the chemical names set forth in Schedule
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 or income interest in such corporation or other business entity;
provided, however, 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 "Business" means the business as curren